Wah Seong Corporation Berhad - Annual Report 2017

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ANNUAL REPORT 2017

VISION
A global Oil & Gas and Industrial Services group that develops our portfolio of businesses into
world class standards.

MISSION
Be the preferred partner of our customers by providing quality services and reliable solutions,
whilst delivering sustainable growth and values to our employees, shareholders, partners
and stakeholders.

CORE VALUES
We are passionate about what we do

We deliver We hold ourselves We are a caring


our commitments and each other to the and responsible
to customers highest standards organisation
of professionalism,
accountability, integrity
and transparency

We work together to Performance, merit and We are intolerant


create an open, friendly equal opportunity are to waste
and safe workplace the cornerstones of our
rewards philosophy

Only sustainable profit


and growth will perpetuate
our business and enable
all of the above
ABOUT US

TABLE OF CONTENTS
ABOUT US FINANCIAL STATEMENTS
2 Worldwide Operation 64 Directors’ Report
3 Corporate Profile 69 Statement by Directors
4 Corporate Information 69 Statutory Declaration
70 Independent Auditors’ Report
THE YEAR IN BRIEF 75 Statements of Financial Position
5 Financial Highlights 77 Statements of Profit or Loss
6 Corporate Calendar 78 Statements of Other Comprehensive
8 Sustainability Statement Income
79 Consolidated Statement of Changes in
FROM THE BOARD OF Equity
DIRECTORS AND KEY SENIOR 81 Company Statement of Changes in Equity
MANAGEMENT 82 Statements of Cash Flows
86 Notes to the Financial Statements
18 Management Discussion And Analysis
24 Profile of the Board of Directors
ADDITIONAL INFORMATION
27 Profile of the Key Senior Management
191 Summary of Significant Recurrent
GOVERNANCE Related Party Transactions
193 Top 10 List of Properties
30 Audit Committee
195 Analysis of Shareholdings
34 Remuneration Committee
198 Notice of Eighteenth Annual General Meeting
37 Nomination Committee
205 Statement Accompanying Notice of
41 Corporate Governance Overview Eighteenth Annual General Meeting
Statement
58 Additional Compliance Information • Proxy Form
59 Statement on Risk Management and
Internal Control
62 Statement of Directors’
Responsibility

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 1


2
WORLDWIDE
OPERATION

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


ABOUT US

INDUSTRIAL TRADING &


OIL & GAS RENEWABLE ENERGY OTHERS
SERVICES
ABOUT US

CORPORATE
PROFILE

A RISING GLOBAL ENERGY SERVICE PROVIDER

Photo credit:
Nord Stream 2 AG, ©Axel Schmidt

INCORPORATED IN 1999, WAH SEONG CORPORATION BERHAD (“WSC” OR “THE


COMPANY”) HAS GROWN FROM STRENGTH TO STRENGTH, TRANSFORMING ITSELF
FROM A MEDIUM-SIZED MALAYSIAN ENTERPRISE INTO AN INTERNATIONAL OIL AND
GAS AND INDUSTRIAL SERVICES CONGLOMERATE. PROPELLED BY THE DYNAMIC
PACE OF THE ENERGY SECTOR AND RISING DEMAND, THE COMPANY CONTINUES
TO BUILD UPON ITS SUCCESS TO EFFECTIVELY MEET THE NEEDS OF BOTH THE OIL
AND GAS AS WELL AS NON-OIL AND GAS SECTORS AS A GLOBALLY INTEGRATED
INFRASTRUCTURE GROUP.

Listed on the Main Market of Bursa Malaysia Securities Berhad, WSC has established its footprint in more than 14 countries
worldwide – a feat made possible as a result of its vast technical experience and proven track records. As a rising global
player, WSC is committed to achieving success in a holistic manner whereby its economic ambitions are balanced out with
its societal and environmental obligations.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 3


ABOUT US

CORPORATE
INFORMATION

DIRECTORS SOLICITORS REGISTERED OFFICE AND


PRINCIPAL PLACE OF
Dato’ Seri Robert Jeyaratnam & Chong BUSINESS
Tan Chung Meng Lee Hisahmmudin Allen & Gledhill
Non-Independent Non-Executive Rahmat Lim & Partners Suite 19.01, Level 19
Chairman The Gardens North Tower
Chan Cheu Leong Mid Valley City
PRINCIPAL BANKERS
Managing Director/ Lingkaran Syed Putra
Group Chief Executive Officer 59200 Kuala Lumpur, Malaysia
OCBC Bank Group
Tel : 603-2685 6800
Giancarlo Maccagno HSBC Bank Group
Fax : 603-2685 6999
Deputy Managing Director RHB Bank Berhad
Email : [email protected]
Halim Bin Haji Din CIMB Group
Website :0 www.wahseong.com
Independent Non-Executive Director Malayan Banking Berhad

Professor Tan Sri Lin See Yan STOCK EXCHANGE LISTING


Senior Independent Non-Executive PRINCIPAL ADVISERS
Director Main Market of Bursa Malaysia
RHB Investment Bank Berhad
Tan Jian Hong, Aaron Securities Berhad
CIMB Investment Bank Berhad
Non-Independent Non-Executive
Director
DATE OF LISTING
Tan Sri Saw Choo Boon SHARE REGISTRAR
Independent Non-Executive Director 9 July 2002
(Appointed on 6 April 2018) Agriteum Share Registration
Services Sdn Bhd
2nd Floor, Wisma Penang Garden CATEGORY
GROUP COMPANY 42 Jalan Sultan Ahmad Shah
SECRETARY 10050 Penang, Malaysia Industrial Products
Tel : 604-228 2321
Woo Ying Pun Fax : 604-227 2391
(MAICSA 7001280) Email : [email protected] STOCK CODE NO

5142
AUDITORS

PricewaterhouseCoopers PLT STOCK NAME


(LLP0014401-LCA & AF 1146)
Chartered Accountants WASEONG
Level 10, 1 Sentral, Jalan Rakyat
Kuala Lumpur Sentral
50706 Kuala Lumpur, Malaysia

COMMITTEE AUDIT NOMINATION REMUNERATION


COMMITTEE COMMITTEE COMMITTEE

Chairman Halim Bin Haji Din Professor Tan Sri Halim Bin Haji Din
Lin See Yan
Member Professor Tan Sri Dato’ Seri Robert Chan Cheu Leong
Lin See Yan Tan Chung Meng
Member Tan Jian Hong, Aaron Halim Bin Haji Din Professor Tan Sri
Lin See Yan

4 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


THE YEAR IN BRIEF

FINANCIAL
HIGHLIGHTS

OPERATING RESULTS 2013 2014 2015 2016 2017


Revenue RM’000 1,779,383 2,438,620 1,839,524 1,276,588 2,492,100
EBITDA/(LBITDA) RM’000 136,974 287,703 121,419 (72,001) 298,286
EBIT/(LBIT) RM’000 75,594 211,952 52,804 (204,913) 156,842
Profit/(Loss) Before tax RM’000 64,319 198,480 35,700 (225,864) 122,605
Net profit/(loss) RM’000 32,293 147,109 (11,868) (234,554) 114,643
Net Profit/(Loss) Attributable to
Owners of the Company RM’000 32,324 125,565 9,453 (228,302) 113,021

KEY BALANCE SHEET DATA


Total Assets RM’000 2,499,176 2,901,315 2,999,186 2,605,241 3,170,377
Paid-up Capital RM’000 387,444 387,444 387,444 387,444 547,690
Capital and Reserves Attributable to
Owners of the Company RM’000 983,509 1,074,977 1,121,918 775,891 894,161

VALUATION
Per share of RM0.50 each
Basic Earnings/(Loss) sen 4.20 16.26 1.22 (29.54) 14.63
Gross Dividend
- Cash Dividend sen 4.00 5.00 3.00 0.50 -
- Share Dividend sen 1.10 0.67 - - -
Net Assets RM 1.27 1.39 1.45 1.00 1.16

PROFITABILITY RATIOS
Return on Total Assets % 3 7 2 -8% 5%
Return on Capital Employed % 6 15 3 -21% 9%

GEARING RATIO
Net Debt to Capital and Reserves
Attributable to Owners of the
Company Times 0.46 0.69 0.80 1.18 0.76

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 5


THE YEAR IN BRIEF

CORPORATE
CALENDAR

3 January 2 March 30 May


JANUARY

MARCH

MAY
Joint Venture and Shareholders’ Wasco Coatings Finland (Plant 1QFY2017 Results
Agreement between Syn Tai and Equipment) Oy, an indirect Announcement
Hung Trading Sdn. Bhd., wholly-owned subsidiary of
an indirect wholly-owned WSC acquired plant, other
subsidiary of WSC and Lesso assets and coating equipment 1 June

JUNE
Home Service Holdings Limited from Finland Pipecoating Oy WDG Resources Sdn. Bhd.,
for the purpose of carrying out an indirect subsidiary of WSC
the business as integrated sales 27 March entered into a Distributor
and service center Agreement with Doosan
Wasco Coatings Finland Oy
commenced concrete weight Infracore Co., Ltd.
17 January coating operations in its
Incorporation of Wasco coating plant at the Port of
16 June
Coatings Finland (Plant and HaminaKotka, Mussalo
Incorporation of Wah Seong
Equipment) Oy by WSC’s
Management Services
indirect wholly-owned
28 March Sdn. Bhd., a wholly-owned
subsidiary namely Wasco
PT Wasco Engineering subsidiary of WSC
Coatings Finland Oy
Indonesia, an indirect subsidiary
of WSC delivered two identical 16 June
25 January
1,200 ton of Technical Building PT Wasco Engineering
Pipe Coating business unit of (E-House) for Kaombo North Indonesia, an indirect subsidiary
WSC hosted an exclusive lunch and South FPSO Projects (P2) of WSC was awarded US$
presentation with Nord Stream 2 to Schneider Electric (Australia) 11mil (equivalent to RM44.7mil)
at KL Hilton contract by Schneider Electric
France for the provision of
25 April
APRIL

26 January design and construction of


Incorporation of Lesso Home PT Wasco Engineering 3 electrical substations for
Syn Tai Hung Sdn. Bhd., a joint Indonesia, an indirect subsidiary the Tengizchevroil (TCO)
venture company between Syn of WSC hosted a delegation Kazakhstan
Tai Hung Sdn. Bhd., an indirect from Denmark’s DONG Energy
wholly-owned subsidiary of as part of the pre-tender
qualification exercise to design 17 July
JULY

WSC and Lesso Home Service


Holdings Limited and build offshore E-House Wasco Coatings Germany
GmbH commenced concrete
weight coating in Port of
19 May
MAY

15 February Mukran
FEBRUARY

WSC 17th Annual General


Wasco Coatings Germany
Meeting 17 July
GmbH, an indirect wholly-
owned subsidiary of WSC Wasco Coatings Finland Oy
acquired 100% equity interest in 29 May took its first transshipment of
Mutares Holding-16 AG concrete weight coated pipes
Pipe Coating business unit of
from Port of HaminaKotka,
WSC took its first load out of
Finland to the Port of Koverhar
28 February pipes for Johan Sverdrup Export
in Hanko
Pipeline Project (JoSEPP) from
4QFY2016 Results
Port of Kuantan to Leirvik,
Announcement
Norway

6 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


THE YEAR IN BRIEF

CORPORATE
CALENDAR

24 July 5 October
JULY

OCTOBER
Disposal of Land and Buildings Wasco Coatings Germany
by Wasco Resources Sdn. GmbH took first transshipment
Bhd., Wasco Coatings Services of its concrete coated pipes
Sdn. Bhd., Wasco Coatings from its coating plant in
Insulation Sdn. Bhd., Wasco Mukran, Germany to the Port of
Lindung Sdn. Bhd. and Wasco Karlshamn in Sweden
Coatings Malaysia Sdn. Bhd., 25 January 2017
the indirect subsidiaries of WSC
to RHB Trustees Berhad (as 30 October
trustee for Axis Real Investment Wasco Engineering International
Trust) Limited packaged and delivered
4 Waukesha Driven Ariel
compressor packages to the
Photo credit:
1 August Basrah Gas Company, Iraq
AUGUST

Nord Stream 2 AG, ©Axel Schmidt

PT Wasco Engineering 27 March 2017


Indonesia, an indirect subsidiary
17 November
NOVEMBER

of WSC was awarded


US$ 24.2mil (equivalent Energy Services Division, an
to RM103.6mil) contract indirect subsidiary of WSC
by Siemens SAS for the completed the installation of a
provision of design and build Sensorlink PipeMonit System
up of three (3) Substations for the Gumusut Kakap field in
including Heating, Ventilation Malaysia
28 March 2017
and Air Conditioning for the
Tengizchevroil (TCO) Area
project in Kazakhstan 29 November
3QFY2017 Results
28 August Announcement

PT Wasco Engineering
Photo credit:
Indonesia, an indirect subsidiary
21 December Nord Stream 2 AG, ©Axel Schmidt
DECEMBER

of WSC made its presence at


Wasco Engineering Division, 5 October 2017
the 2017 Offshore Wind Farm
Substation Conference in an indirect subsidiary of WSC
Bremen, Germany was awarded US$ 3.15mil
(equivalent to RM12.8mil)
‘LOI’ by PTSC Mechanical
28 August & Construction Co., Ltd.
2QFY2017 Results (PTSC M&C), a subsidiary
Announcement of PetroVietnam Technical
Services Corporation (PTSC) for 30 October 2017
the supply and delivery of Gas
13 September
SEPTEMBER

Compressor package for Sao


Incorporation of WS Integrasi Vang and Dai Nguyet (SVDN)
Sdn. Bhd., a joint venture Development project in the
company between WSC and Idemitsu – operated blocks 05-
Tengku Rozitatoria Binti Tengku 1b and 05-1c in the Nam Con
Rostam Son Basin, Vietnam

17 November 2017

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 7


THE YEAR IN BRIEF

SUSTAINABILITY
STATEMENT
UNDERSTANDING THAT STAKEHOLDER EXPECTATIONS GOES BEYOND
UNDERSTANDING THE FINANCIAL HEALTH OF A COMPANY, AHEAD OF THE
COMPULSORY REQUIREMENT OF BURSA MALAYSIA FOR LISTED COMPANY
TO DELIBERATE ON ITS SUSTAINABILITY PRACTICE, THE COMPANY DECIDED
TO TAKE A PROACTIVE STEP IN 2017 TO DISCLOSE ITS SUSTAINABLE
BUSINESS MODEL BASED ON THE ECONOMIC, ENVIRONMENTAL, SOCIAL
(“EES”) PLATFORM. WHILST GOVERNANCE IS ALSO A KEY COMPONENT OF
SUSTAINABILITY, GOVERNANCE WILL NOT BE DISCUSSED IN THIS SECTION OF
THE ANNUAL REPORT BUT DISCUSSED SEPARATELY ON PAGES 41 TO 57 AS
PART OF THE DISCLOSURE REQUIREMENTS FOR CORPORATE GOVERNANCE
IN THE LISTING REQUIREMENTS, AS WELL AS THE MALAYSIAN CODE ON
CORPORATE GOVERNANCE 2017 AND THE CORPORATE GOVERNANCE GUIDE.

Photo credit:
Nord Stream 2 AG, ©Axel Schmidt

8 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


THE YEAR IN BRIEF

SUSTAINABILITY
STATEMENT

Wasco Coatings Finland Oy hosted a


friendly basketball match with KTP Unified
disabled community at Kyminkartano
School Kotka, Finland

SUSTAINABILITY GOVERNANCE the other parts of the Group. Moving • Encourage a diverse workforce
forward, the committee shall make its and provide a work environment
The role of Sustainability Reporting recommendations to the Board for the in which everyone is treated fairly,
in WSC has been consolidated under scoping of Sustainability Reporting with respect and can realise their
the Investor Relations, Corporate to cover the entire organisation full potential
Communications and Sustainability and its subsidiaries which includes • Take action within our own
Department (“IRCSD”). In 2017, the quantitative and qualitative data businesses and other stakeholders
Head of IRCSD has been appointed as relevant for sustainability reporting. The to reduce our carbon footprint
the member of the Risk Management Group adopts the principle guidelines • Manage our businesses efficiently
Committee (“RMC”) of WSC where the of Sustainability Reporting provided by by promoting the use of energy-
sustainability agenda is discussed and Bursa Malaysia. efficient solutions and innovative
reported every quarter. The committee technology as well as reducing
which reports directly to the Board of SUSTAINABILITY POLICY and preventing waste
Directors of WSC has amended its • Embrace leading industry
charter to include sustainability as In our company, sustainability is practices and sound principles on
referenced on pages 8 to 17 of the about delivering value for all our business conduct and corporate
Annual Report. stakeholders in a responsible manner, governance
wherever we operate we will develop, • Safeguard human rights within our
SUSTAINABILITY REPORTING implement and maintain management sphere of influence
SCOPE AND BOUNDARY systems for corporate sustainability • Develop partnerships that foster
that drive continual improvement the sustainable development of
During the year, the committee have and will: our host communities
presented and have obtained the • Regularly review our performance
Board’s approval to scope WSC’s • Ensure our safety values remain and adjust this policy according to
Sustainability Reporting for the a top priority, and seek ways to results
reporting period of 1st January 2017 to promote and improve the health of
31st December 2017 to its oil and gas our workforce In implementing this policy, we aspire
division “WASCO”, being the single • Identify, assess and manage to achieve zero harm to people, our
largest business segment of the Group. risks to employees, contractors, host communities and the environment.
Due to the stringent requirement of the environment and our host We will engage with and support our
the oil and gas industry, “WASCO” communities employees, contractors, suppliers,
have adopted a sustainability customers, and business partners in
framework much earlier compared to sharing responsibility for meeting our
goals.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 9


THE YEAR IN BRIEF

SUSTAINABILITY
STATEMENT

SUSTAINABILITY APPROACH AT “WASCO”

Whilst a formal policy has been in place since 2012, the sustainability practice has been apparent in the day to day operations
of WASCO even prior to this date. The Chief Executive Officer of WASCO champions the sustainability agenda and takes on
the responsibility of ensuring that each of WASCO’s global operations abide to the policy and the implementation is formally
tracked and measured for each individual operations via a robust MyGoals performance management system.

WASCO’s identifies its materiality matters based on its strategic priorities as set out in the following diagram:

SUSTAINABILITY

Based on the strategic pillars, material


Vision topic as an “EES” issues of critical
Mission importance both to stakeholders and
the long term success of WASCO
Core Values is identified and are aligned with
internal governance processes
and operational imperatives, and
are therefore managed as part of
People
Safety

internal processes and procedures


Brand

Profit

that answer to both regulatory


requirements and also internal Key
Performance Indicator (“KPI”).

SUSTAINABILITY MATTERS & STAKEHOLDER ENGAGEMENT

Safety People Profit Pillar Brand Pillar

Importance: Ensuring Importance: Our most Importance: Financial Importance: Meeting


that we do ZERO important asset and decisions which Brand Objectives
harm to people and integral in the success of determines the most
environment WASCO efficient use of resources Key issues:
to maximise shareholder • Quality of Products
Key issues: Key issues: returns and Services
• Safe Workplace • Health, Safety & • Mandatory
• Unsafe Condition Environment Key issues: Compliance to
Unsafe Act • Remuneration & • Financial and Standards
• Resource Benefits Operational • Mandatory
Management • Diversity & Equal Performance Compliance to
Opportunities • Balance Sheet and Regulations
How we conduct • Training & Personal Access to Capital • Compliance to Code
engagement: Development • Risk Management of Business Conduct
• Daily Tool Box Talk • Governance • Compliance to Code
• Grand Tool Box Talk How we conduct of Ethical Conduct
• Safety Bulletins engagement: How we conduct • Corporate Social
• Safety Days & Safety • Workplace Meetings engagement: Obligations
Campaigns and Employee • Quarterly Board
• Environmental Briefing Briefing How we conduct
Campaigns • Intranet & Bulletins • Quarterly Risk engagement:
• Annual CEO Town Management • Customer
Hall Briefing Satisfaction Surveys
• MyGoals • Internal & External • Certification Audits
Performance Audits Engagements • Regulatory Site
Reviews Visits and Audits
• Supplier
Engagements

10 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


THE YEAR IN BRIEF

SUSTAINABILITY
STATEMENT

Material Matters test our plans and procedures. These tests continually
improve our readiness to respond. If an incident does occur
Health, Safety & Environment we undertake an investigation to identify the root cause and
put in place controls to prevent recurrences. We also have
An excellent Health, Safety and Environment (“HSE”) procedures in place to reduce the impact on people and the
performance is central to the responsible delivery of environment. We continue to strengthen the safety culture
WASCO’s products and services. among our employees and contractors. We are committed
to workplace improvement and environmental safety,
Ensuring that everyone goes home safe from our workplace consistent with international best practices. HSE is deeply
is our number one priority. We have a “zero harm” to people, embedded within our business culture as we prioritise
property and environment goal in all of WASCO’s operations. continuous improvement in HSE and safety by reducing
We also strive to prevent any damage to our assets and are accidents, occupational injuries and work-related illness
mindful of the impact of our activities to the environment. We rates.
manage HSE risk across our global operations through clear
standards, control and compliance systems combined with We expect everyone working for us to intervene and stop
a behavioural safety-focused culture. work that may appear to be unsafe. In addition to our
ongoing safety awareness programs we hold annual safety
Our Group standards and operating procedures define the days to give employees and contractors time to reflect on
controls and physical barriers we require to prevent incidents. how to prevent incidents. We expect everyone working for
We regularly inspect, test and maintain these barriers to us to comply with WASCO’s 12 Non-Compromising Rules.
ensure they meet our standards. We also routinely prepare If employees break these Rules, they face disciplinary action
and practise our emergency response to potential incidents up to and including termination of employment. If contractors
such as a chemical spill or a fire. This involves working break these Rules, they can be removed from the worksite.
closely with local services and regulatory agencies to jointly

Work at height only with Do not walk under a While driving, wear safety
proper fall protection suspended load belt, obey speed limit, and
do not use a mobile phone

Work with a valid Permit Use correct Personal Secure load prior to lifting
when required Protective Equipment and transportation

Confirm energy isolation Do not smoke outside No alcohol or drugs while


before commercing work designated areas working

Use suitable and certified Do not use mobile phone Do not make unauthorised
lifting equipment while walking, working and modifications to scaffold
operating equipment

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 11


THE YEAR IN BRIEF

SUSTAINABILITY
STATEMENT

SAFETY
The full list of HSE Statistics is provided as below for the WASCO operations:

• WS Engineering & Fabrication Pte. Ltd. (“WSEF”)


• Wasco Coatings Malaysia Sdn. Bhd. (“WCM”)
• Wasco Lindung Sdn. Bhd. (“WLSB”)
• Petro-Pipe (Sabah) Sdn. Bhd. (“PPS”)

Business Unit WSEF WCM WLSB PPS Group Total


Man-hours Worked 1,345,369 1,460,864 171,343 453,774 3,431,350

Reportable Cases
Fatality 0 0 0 0 0
Loss Time Injury (LTI) 0 0 0 0 0
Reportable Occupational 0 0 0 0 0
Illness
Restricted Work Case 0 0 0 0 0
(RWC)
Medical Treatment Case 0 0 0 1 1
(MTC)
Total Reportable Cases 0 0 0 1 1

Other Cases (Recordable)


First Aid Case (FAC) 3 3 0 5 11
Near Miss (NM) 4 15 1 4 24
Statutory Notice/Fine 0 0 0 0 0
Dangerous Occurrence 0 2 0 0 2
Fire/Explosion 0 3 1 1 5
Property Damage (PD) 1 10 1 1 13
Effluent Pollution 0 0 0 0 0
Spill Incident 3 1 0 0 4

HSE Performance
Man-hours Lost 0 0 0 0 0
Man-days Lost 0 0 0 0 0
Lost Time Incident 0 0 0 0 0
Frequency (LTI F)
Total Reportable 0 0 0 0 0
Occupational Illness
Frequency (TROIF)
Total Reportable Incident 0 0 0 2.2 2.2
(TRIF)

Incident Free Man-Hours 10,739,579 5,604,492 1,038,963 1,217,028 18,600,062


Worked since last LTI

12 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


THE YEAR IN BRIEF

SUSTAINABILITY
STATEMENT

Safety Scorecard as per previous section

Energy Management

WCM & WLSB


Year 2017 2016
All Plant (kw/h) 15,105,290 6,143,696
Total Man-hours 1,478,078 572,577
(kw/h) / Man-hours 10.21 10.73

PPS
Year 2017 2016
All Plant (kw/h) 1,274,600 1,723,400
Total Man-hours 453,774 521,526
(kw/h) / Man-hours 2.81 3.30

WSEF
Year 2017 2016
All Plant (kw/h) 2,839,100 3,263,340
Total Man-hours 1,345,369 1,972,317
(kw/h) / Man-hours 2.11 1.65

Water Management

WCM & WLSB


Year 2017 2016
All Plant (m3) 237,677 176,604
Total Man-hours 1,478,078 572,577
(m3) / Man-hours 0.16 0.31

PPS
Year 2017 2016
All Plant (m3) 17,491 17,610
Total Man-hours 453,774 521,526
(m3) / Man-hours 0.04 0.03

WSEF
Year 2017 2016
All Plant (m3) 10,050 23,338
Total Man-hours 1,345,369 1,972,317
(m3) / Man-hours 0.007 0.01

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 13


THE YEAR IN BRIEF

SUSTAINABILITY
STATEMENT

PEOPLE
Salaries, wages and other benefits
2017 2016
Year RM’000 RM’000
Salaries, wages and other benefits 280,785 98,515

Headcount
Year 2017 2016
Total Headcount 1,900 905

Talent Distribution by locations

2% 3%

22% Location
2017

73%

Asia Europe Aust Dubai

1% 5%
4%

Location
2016

90%

Asia Europe Aust Dubai

14 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


THE YEAR IN BRIEF

SUSTAINABILITY
STATEMENT

BRAND

Certification

Wasco Coatings Malaysia Sdn. Bhd.


• ISO 14001:2004
• OHSAS 18001:2007
• ISO 9001:2008

PT. Wasco Engineering Indonesia


• ISO 14001:2004
• OHSAS 18001:2007

Wasco Engineering International Limited (Dubai Branch)


• ISO 14001:2015
• OHSAS 18001:2007

Awards

Wasco Coatings Malaysia Sdn. Bhd. (“WCM”)


Clients/
No. Year Organisers Awards
1. 2007 Petronas PCSB-DFCE HSE Award 2006:
Carigali Sdn Bhd • Excellent HSE Performance and Achieving Zero Lost Time Injury on PCSB
(“PCSB”) Projects for The Year 2006
• Excellent HSE Performance and Achieving the Most UCUA in 1,000
man-hours on PCSB Projects for The Year 2006
2. 2007 Carigali - Hess Epic for Bumi, Bulan And Suriya Gas Field – Safety Achievement Award
presented to KHL /PPSC for achieving 2 million man-hours on May 11, 2007
with Zero Lost Time Injury
3. 2007 PCSB Petronas Group HSE Awards 2006/2007 - Petronas Contractor Category-Major
(Merit Award)

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 15


THE YEAR IN BRIEF

SUSTAINABILITY
STATEMENT

Clients/
No. Year Organisers Awards
4. 2007 Carigali - Hess Epic For Bumi, Bulan And Suriya Gas Field – Safety Achievement Award
presented To KHL/PPSC for achieving 3 million man-hours on July 23, 2007
with Zero Lost Time Injury
5. 2007 Alinta DBNGP Stage 5A Expansion Project – Pipe Mill Coating and Load Out Operations
Kuantan Malaysia “ZERO HARM-SAFETY FIRST”
6. 2007 PCSB HSE Award 2007 From PCSB – In Recognition Of PPSC Excellent Performance,
PCSB Management proudly presents this award for ‘Zero Trcf’ in executing
PCSB Project
7. 2008/ PCSB Petronas Group HSE & Sustainability Awards FY2008/09 – Major Contractor
2009 Safety Category (Merit Award)
8. 2009 PCSB In recognition of your Excellent Performance and Contribution, PCSB
Management proudly presents the award as Con Con Committee to PPSC
Industries Sdn. Bhd.
9. 2012 Chevron Gorgon Project plague of appreciation in recognition of safely completing over 3
million man-hours on pipe coating for the Gorgon project
10. 2013 Chevron The best performing Personal on the Gorgon Project to Michael Yeoh, Asst. HSE
Manager
11. 2013 PCSB PCSB’s accomplishment in achieving 1,500,000 man-hours without LTI for
PCSB 2013 Offshore Installation Campaign
12. 2013 PCSB Offshore Installation (DCI) Most Outstanding Unsafe Act (UAUC) reporting in
2013
13. 2014 PetroVietnam In recognition for excellent performance in Pipeline Coating Application of Dai
Hung Gas Gathering Project – Merit Award
14. 2014 PCSB In appreciation for hosting Q3 2014 Projects & Engineering PCSB HSE
Contractors Conference
15. 2015 PCSB Outstanding Vendor Award Project Development Category
16. 2017 STATOIL In recognition of completing One Million Safe man-hours without LTI

WS Engineering & Fabrication Pte. Ltd. (“WSEF”)


Clients/
No. Year Organisers Awards
1. 2016 Total / Saipem Achieved 1 million man-hours without LTI in Total E&P Angola Block 32 Kaombo
Project
2. 2016 Bumi Armada 1 million man-hours worked without LTI for M70A/B Power Generation Packages
Armaden Kraken Project
3. 2016 Wartsila / Bumi Received Appreciation Certificate from Wartsila for achieving 2 million man-
Armada hours without any LTI in M70A/B Power Generation Packages, Armada Kraken
Project
4. 2016 Yinson / PTWEI received Construction of Excellence Certificate from Yinson for achieving
Kongsberg 1.1 million man-hours without any LTI for Ghana OCTP FPSO Development
Project in 2016
5. 2017 Schneider Achieved 500,00 LTI free man-hours in TCO Future Growth Project
Electric

16 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


THE YEAR IN BRIEF

SUSTAINABILITY
STATEMENT

Community Outreach Program


Date Program
11 February 2017 Kick start of Wasco’s Keep Calm & Zumba (year long campaign)
6 May 2017 Wasco Coatings Finland Oy hosted a friendly basketball match with KTP Unified disabled
community at Kyminkartano School Kotka, Finland
25 July 2017 Wasco Energy Ltd celebrated Hari Raya Aidilfitri with kids from Pertubuhan Rumah Safiyyah,
homes for the abandoned
9 September 2017 Yayasan Wah Seong (“YWS”) hosted a lunch to celebrate the 10th Anniversary of Yayasan Wah
Seong Scholarship awards program. Past and current scholarship holders, YWS Trustees and
management team of Wah Seong Corporation Berhad were invited for the event
23 November 2017 Yayasan Wah Seong hosted a Charity Dinner to raise funds which will be used towards providing
scholarships and helping the underprivileged and disadvantaged community

11 February 2017 25 July 2017 9 September 2017 23 November 2017

PROFIT

Results

Wasco’s Segmental Results Trend


2017 2016
Year RM’000 RM’000
Revenue Profit 132,018 (153,469)

Wasco’s Cash Flow Position


2017 2016
Year RM’000 RM’000
Cash Flow Balance 191,641 148,776

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 17


FROM THE BOARD OF DIRECTORS AND KEY SENIOR MANAGEMENT

MANAGEMENT DISCUSSION
AND ANALYSIS

DEAR
SHAREHOLDERS,
Overview of the Group’s business and operations, its objectives and strategies

Wah Seong Corporation Berhad (“WSC” or “the Company”) is an investment holding company
with business interest in three distinct business segments, namely, oil and gas, renewable energy
and construction industries (collectively referred as the “Group”).

2017 was a strong comeback year for the Group. Driven by the strong performance recorded
by the oil and gas segment, the Group achieved an impressive turn around in net profit after tax
of RM114.6 million on the back of a strong order book of RM3.65 billion at the beginning of the
financial year.

During the year the Group also executed its plans to unlock and realise capital appreciation of its
assets in order to strengthen its balance sheet. On 24th July 2017, the Company’s subsidiaries
entered into a Sales and Leaseback Agreement with RHB Trustee Berhad acting on behalf of Axis
Reit for its land and building in Kuantan, Pahang and registered a gain of RM99.4 million from
the transaction. The Group expects further asset rationalisation exercise going forward to further
strengthen its Balance Sheet position as the Group shapes a more agile and profitable future.

In line with the above, the Company also embarked on a rationalisation and streamlining initiative
involving disposal of non-core businesses. On 21st December 2017, the Company announced the
divestment of its Plantation business segment WS Agro Industries Pte. Ltd. for a consideration of
RM24.5 million (USD6.0 million). The consideration was based on the carrying value of WS Agro’s
investments in the plantation business.

Consistent with the disclosure of business segments in the financial statements and the
management discussion and analysis presented last year, discussion of factors affecting the
Group’s performance and risk will be deliberated by segments.

18 18WAH WAH
SEONG
SEONG
CORPORATION
CORPORATION
BERHAD
BERHAD
ANNUAL
ANNUAL
REPORTREPORT
2017 2017
FROM THE BOARD OF DIRECTORS AND KEY SENIOR MANAGEMENT

MANAGEMENT DISCUSSION
AND ANALYSIS

FINLAND
Kotka
Hanko
NORWAY

Narva Bay
RUSSIA
ESTONIA

SWEDEN

Karlshamn
DENMARK LATVIA

Mukran LITHUANIA

RUSSIA
Lubmin near Greitswald

OIL AND GAS (“WASCO”) four pipe storage and transshipment In December 2017, Malaysia’s pipe
sites located along the pipeline coating operations successfully
Discussion of strategies, operational route. As at 31st December 2017, a completed the coating of 446
capabilities to achieve the desired total of 518 km of pipes have been kilometers of pipes for the Johan
business objectives and results concrete coated using both facilities, Sverdrup Pipeline Project for Statoil
and a total of 309 km of pipes were ASA, the second major pipeline
Execution remains the key focus area transshipped to the pipe storage site contract after the successful execution
for WASCO during the year under in Port of HaminaKotka, Finland and of the Polarled Pipe Coating and
review. With an order book of RM3.42 Port of Karlshamn in Sweden. During Logistics Contract in year 2015. The
billion at the beginning of the year, the year under review, the project market remains challenging in the
a major portion which relates to the has progressed as planned and the region during the year and order
Nord Stream 2 Pipeline Coatings and coatings and transshipment operations book replenishments continue to
Logistics Contract (“NS2”), WASCO are expected to continue into 2019. be low, however the Malaysian pipe
started the year on a strong footing. coating operations continues to be
On 12th July 2017, Wasco Coatings an important part of the Group’s
During the course of 2017, WASCO’s Europe BV established a new pipe operations as activities are expected to
Pipelines Services Division coating facility in the Mediterranean pick up in this region beyond 2019.
commissioned three new coatings Sea. Located at Thisvi, Greece
facilities in Europe, making it the within the vicinity of our strategic In 2017, Bayou-Wasco successfully
largest pipe coating group in Europe. partners, Corinth Pipeworks, a global completed the Appomattox Deepwater
WASCO’s pipe coating operations manufacturer of steel pipe and hollow Development Project for Shell
in Kotka, Finland and in Mukran, section for the energy and construction which contributed positively to the
Germany were commissioned during industry, the Greece operations Associate/Joint Venture profit of
the year and started coating pipes for executed a small pipe coating contract WASCO. The EVRAZ-WASCO and
NS2 on 27th March 2017 and 13th July for the Trans Anatolian Pipeline WELSPUN-WASCO progressed as
2017 respectively. The NS2 Project (“TANAP”) project. With its maiden planned during the year. Both
entails the coating of 2,400 km of pipes track record last year, the Greece companies are in the process of getting
for a pipeline in the Baltic Sea and is operations were successful in securing certified and pre-qualified with oil
the largest infrastructure gas pipeline three new contracts to be executed in and gas customers in their respective
project in Europe/World at the moment. year 2018. region. EVRAZ-WASCO is expected
WASCO’s scope also includes the to have a busy year in 2018 with order
project management of logistics backlogs in hand to be executed during
activities which involves managing the the year.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 19


FROM THE BOARD OF DIRECTORS AND KEY SENIOR MANAGEMENT

MANAGEMENT DISCUSSION
AND ANALYSIS

The effort to streamline WASCO’s instituted by the Group. Discussions of Discussion on expectations of future
Engineering Services fabrication Health, Safety and Environment (“HSE”) results
business in Batam, Indonesia yielded is set out separately in the Sustainability
positive results and resulted in a healthy Development section of the Annual With global oil price stabilising during the
order backlogs of RM262.9 million Report on page 11. year, the increase demand from factories
to be executed in year 2018. During around the world and OPEC’s move to
the year under review, the division Discussion of anticipated or known keep the lid on supply and improved
successfully delivered Re Gasification risks that may have a material effect fundamentals have brought a sense of
Offshore E-House Module for the on, among others, the sustainability cautious optimism back to the industry.
Bahrain LNG Project for Schneider and of the group’s results or operations,
this was after the successful delivery financial condition or liquidity The oil price collapse in June 2014
of five substations for the Kazakhstan, triggered a wave of cost reduction
Tengizchevroil Future Growth (“TCO”) WASCO places strong emphasis on amongst upstream oil and gas
Project for Schneider, France. The Health, Safety & Environment (“HSE”). companies. Capital expenditures were
TCO projects entails the delivery of 21 Non-compliance to standards or a major slashed between 40% and 50% between
substations with staggered deliveries HSE incident in the two operations 2014 and 2017. As part of this cost
beginning from October 2017 to March would affect the Group’s business and rationalisation exercise, major projects
2019. The market however continues to its reputation. In mitigation of the risk, which did not meet the profitability
be challenging for the gas compression policies and procedures are established, criteria were either cancelled or deferred.
rental business and during the year, the communicated and implemented at all Demands for efficiency improvements
division impaired 15 units of its rental our operations. Audits and inspection also saw a reduction between 30% and
compressors amounting to RM72.0 are conducted periodically to ensure 40% in operational expenditures and as
million. compliance. Awareness campaigns and a result, a number of projects could break
on-going trainings are conducted and even at oil prices in the high of USD20
Discussion on Key Financial and management does safety walkabout per barrel.
Operational Indicators for the segment regularly at the sites. Target Key
Performance Indicators (“KPI”) are also As oil price recover to just over USD60
For the year under review, the oil and set to create greater accountability. per barrel towards the end of 2017 and
gas segment recorded revenue of remains somewhat stable at this price
RM1,557.1 million and segment profit of The global economic, political and levels, more upstream projects are likely
RM132.0 million, which were both higher social factors largely remain beyond the to commence. This positive development
than the previous year’s performance. WASCO’s control. WASCO’s Pipeline will impact the demands for supply
This was mainly contributed by WASCO’s Services and Engineering Services of services to the oil and gas services
Pipeline Services Division following the business are independent of each other companies servicing the upstream sector
execution of order backlogs secured at and have different target market in the like ourselves. However, it must be noted
the end of 2016. The segment recognised oil and gas value chain. This in itself is that the upstream oil and gas companies
a one-off gain on disposal of land and a conscious strategic decision made will be more diligent about containing
buildings of RM99.4 million, which was by WASCO to mitigate risk of being its expenditure and will want to hold on
offset by RM72.0 million of impairment overly reliant on a specific market. The to some benefits of the cost reduction
charge for rental compressors during the management team conducts strategy exercise that they undertook for the
year. meetings and business strategies reviews past three years.
during the year to ensure operational
The oil and gas segment had an order sustainability. WASCO continues to hold The strong order book at the beginning
backlog of RM3.42 billion at the end of engagement sessions with customers of 2018 will ensure a good flow of work
2016, contributed mainly by the NS2 and partners to identify new markets and for execution in 2018 and therefore
Contract worth RM2.85 billion (making opportunities. contribute positively to the Group in 2018.
up 83.3% of the segment’s order
book). The order backlog also included WASCO today is operational in There will be a lag between improving
other projects such as Schneider TCO 17 locations worldwide and the business industry landscape and new project
Gathering and Johan Sverdrup. At the of the Company could be exposed to for our products and services, but
end of 2017, the segment had an order the risk of litigation action by customers, overall the future looks positive for
backlog of RM2.51 billion. vendors and other parties. Such litigation WASCO from year 2019 onwards as
actions may have a material effect on the the industry continues to stabilise. In
The oil and gas segment also recorded Company’s result. In mitigation of this the meantime, WASCO will continue
18,600,062 man-hours without Loss Time risk, the Company has a robust system in to improve on its efficiencies through
Injury (“LTI”) in 2017. WASCO recorded place to review contracts and agreements investments in process and technology
other positive indicators signifying to govern contractual obligations with all innovation and will start focusing on
the effectiveness of the safety culture parties. using big data analytics to improve
its market and service offerings.

20 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FROM THE BOARD OF DIRECTORS AND KEY SENIOR MANAGEMENT

MANAGEMENT DISCUSSION
AND ANALYSIS

RENEWABLE ENERGY (“RE”) Its Teluk Panglima Garang fabrication yard also executed
a number of projects which included fabrication of HDPE
Discussion of strategies, operational capabilities to achieve Plant for Italian engineering group, Maire Technimont SpA
the desired business objectives and results for the RAPID project, fabrication of reactors for the world’s
first Biobased chemical manufacturing plant for Sime Darby
Recovery in the process equipment market for Palm Oil Plantation Berhad in Nusajaya, Johor and fabrication of
industry in the second half of the year, saw an increase in columns, reboilers and pressure vessels for Heng Yuan
demand for the products and services for RE segment. Refining Company in Port Dickson for the Euro 4 Project.
During the year, RE recorded a 60% increase in sales of This raised the yard utilisation rate by 50% compared with
turbines and boilers compared with the previous year. the previous year.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 21


FROM THE BOARD OF DIRECTORS AND KEY SENIOR MANAGEMENT

MANAGEMENT DISCUSSION
AND ANALYSIS

RE was successful in penetrating RE Division’s control. The recent INDUSTRIAL TRADING & SERVICES
new markets in the sale of decanter announcement made by the European (“ITS”)
units under the name of PMT-Saito to Union Parliament voting to ban the
customers in Malaysia and Indonesia. use of palm oil in biofuel from 2021 to Discussion of strategies, operational
This is a positive development for the prevent deforestation and in meeting capabilities to achieve the desired
new product line which is anticipated Europe’s ambitious climate goals may business objectives and results
to be the preferred palm oil sludge impact the players in the palm oil
water separation device for the new industry and indirectly affects some of In year 2016, ITS made a conscious
built palm oil mills due to its cost- the customers of RE Division whose decision to diversify from its traditional
effectiveness and environmental exports market is predominantly in business dependent on commodity
friendly feature. RE will market this new Europe. To mitigate this operational risk based products to a new line of
product line aggressively in the coming on replenishment of new orders and business involved in the distribution,
years. margin compression, the management rental and services of power generation
team conducts frequent strategic and construction equipment. WDG
With continued focus on increasing business review meetings to respond Resources Sdn. Bhd. (“WDG”) is an
market share beyond the traditional quickly to the changes impacting the authorised distributor of Mitsubishi
market of Malaysia and Indonesia, business environment. Furthermore the Heavy Industries range of diesel
RE has also expanded its reach to market dynamics will dictate market engines. On 1st June 2017, WDG
new overseas market and delivered players to take proactive measures also successfully secured the sole
its products and services to Equador, to actively divert supply to meet the distributorship of Doosan Infracore
Mexico, Peru, Nigeria and Bangladesh. demand in other regions, such as range of construction equipment such
China and India where there is higher as excavators, wheel loaders and
Discussion on Key Financial and growth in demographics. articulated dump trucks. This strategy
Operational Indicators for the segment yielded positive results in which the
Discussion on expectations of future segment was able to secure a number
For the year under review, the RE results of major projects to supply generator
segment recorded revenue of RM280.3 sets for Southkey Mid Valley Megamall
million and segment profit of RM29.5 The outlook of the Palm Oil industry in Johor Bahru, TRX Prudential in
million, both of which were lower than continues to remain challenging in Kuala Lumpur and Gardenia Bakery
the previous year’s performance. This year 2018 due to the stiff market Phase 2 in Selangor. The new
was mainly due to lower demand competition and dwindling demand distributorship with Doosan also
for process equipment for the oil & of traditional export market with an resulted in the Group securing contracts
gas industry and palm oil processing increasing anti-palm oil campaigns to supply construction equipment
equipment as well as margin propagated by the West. In 2018, there to Sime Darby’s Bandar University
compression in this product. will also be an increased pressure by Pagoh Project and the Northern Free
the industry players to address its labor Trade Zone in Bukit Kayu Hitam, Kedah.
As of 31st December 2017, the RE shortages and rising operational cost
segment has a combined order book of issues and an immediate solution to For its building materials distribution
RM249.7 million which is 50% higher these issues are potential upgrades of business, the ITS Division secured
than that as at end 2016. Its orders are current palm oil mills which will require contracts to supply construction
made up of smaller projects, of which more modern and energy efficient materials for Impression City in
81% relates to the palm oil industry and process equipment. The RE segment Melaka; I-Santorini, Tanjong Tokong
19% from other industries including is positive that more co-generation in Penang; 20th Century Fox Theme
power generation industry. system will also be adopted by the Park in Genting Highlands and
industry players in view of the rising Hospital Baru, Bachok in Kelantan.
Discussion of anticipated or known tariff of piped natural gas in Peninsula
Malaysia. This positive development The Division’s HDPE products were
risks that may have a material effect
will increase the demand for the also extensively used in Malaysia’s
on, among others, the sustainability
products and services offered by the various large scale infrastructure
of the group’s results or operations,
segment in the immediate future, not projects such as Kwasa Damansara
financial condition or liquidity
only in Malaysia but also in Indonesia. in Sungai Buloh; Syabas Pipe
Replacement Project in Selangor;
The RE Division’s business is highly
MRT 2 and LRT 3 in Greater Klang Valley.
dependent on the palm oil and
agro industry sector. A change in
global economic, political and social
factors largely remains beyond the

22 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FROM THE BOARD OF DIRECTORS AND KEY SENIOR MANAGEMENT

MANAGEMENT DISCUSSION
AND ANALYSIS

Discussion on Key Financial and Operational Indicators for the segment

For the year under review, ITS segment recorded revenue of RM520.4 million and
a segment loss of RM0.5 million. Although the Division’s revenue was higher than
RM1,557.1 MILLION
the preceding year, the performance was adversely impacted by the losses from
its overseas trading operations which are being wound down. Oil and Gas segment recorded
revenue of RM1,557.1 million
ITS enters 2018 with an order backlog of RM70.6 million.

Discussion of anticipated or known risks that may have a material effect on,
among others, the sustainability of the group’s results or operations, financial
condition or liquidity

With the slowing down in the residential sector, focus is directed on the infrastructure
segment of the Construction industry which still faces stiff competition and
narrowing of profit margins. The recent hike in interest rate by Bank Negara will
further strain liquidity and heighten credit risks. To mitigate this, the management
is closely monitoring costs and improving operational efficiencies through
digitisation initiatives apart from seeking greater product diversification. Internal
RM280.3 MILLION
control systems and procedures which are in place will continue to complement
Renewable Energy segment
the Division in managing credit risks exposure.
recorded revenue of RM280.3
million
Discussion of expectations of future results

The business outlook of ITS segment remains highly challenging going into 2018
due to tighter liquidity and higher finance costs. However, ITS’s segment customer
base has expanded to include infrastructure players aside from the traditional players
who were involved solely in construction industry. This broadening of customer base
through the provision of operational and maintenance services on power generation
and construction equipment, and to seek product diversification are expected to
contribute positively to the segment in the future.

RM520.4 MILLION
Industrial Trading & Services
segment recorded revenue of
RM520.4 million

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 23


FROM THE BOARD OF DIRECTORS AND KEY SENIOR MANAGEMENT

PROFILE OF THE
BOARD OF DIRECTORS

DATO’ SERI ROBERT CHAN CHEU LEONG GIANCARLO MACCAGNO


TAN CHUNG MENG
Non-Independent Managing Director/ Deputy Managing Director
Non-Executive Chairman Group Chief Executive Officer Male Italian 54 years of age
Male Malaysian 65 years of age Male Malaysian 67 years of age

Date of appointment: 22 May 2002 Date of appointment: 22 May 2002 Date of appointment: 1 January 2007

Dato’ Seri Robert Tan has vast experience in Mr Chan is responsible for the overall Mr Maccagno was first appointed as an
property development, hotel construction, business and management operations of Executive Director of WSC on 1 June
retail design and development as well as the WSC Group. 2004 and subsequently promoted to
corporate management with more than be the Deputy Managing Director on
30 years’ experience in the property and Mr Chan attained a Bachelor of Science 1 January 2007. Mr Maccagno is also the
hotel industries. After studying Business (Hon) Degree in Engineering Production in Chief Executive Officer of the Wasco Energy
Administration in the United Kingdom, he 1974 from the University of Birmingham Group of Companies. He is responsible
was attached to a firm of Chartered Surveyor under a Colombo Plan Award and began for the overall business and management
for a year. He had also developed a housing his career by joining the Singapore operations of the Wasco Group.
project in Central London before returning Administrative Service. He left the Ministry
to Malaysia. His stint in the property industry of Finance, Singapore in 1976 to pursue his Mr Maccagno attained his Bachelor in
began with IGB Corporation Berhad (“IGB Master in Business Administration from the Business Administration from Tecnico
Corp”) in 1995 when he was appointed Joint London Business School. Commerciale Maddalena Adria (RO) Italy in
Managing Director and subsequently Group 1982, after which he worked with Socotherm
Managing Director in 2001. Upon successful completion of the same, S.R.L, Italy from 1984 to 1987 as a Trainee
he joined ESSO Production Malaysia in Production and Project Management.
Dato’ Seri Robert Tan was involved in Incorporated as their Senior Financial He was appointed as Project Manager for
various development projects carried out Analyst before joining Tractors Malaysia Socotherm S.R.L in Nigeria from 1987 to
by IGB Group, in particular Mid Valley City. Berhad as their Group Treasurer in 1981. 1990 and was briefly seconded to Petro-
From inception to the realisation of Mid Thereafter, he left to become the Group Pipe Industries (M) Sdn. Bhd. (“PPI”) in 1990
Valley Megamall (“MVM”) and The Gardens Executive Director for General Corporation to assist in the setting up of PPI’s coating
Mall (“TGM”), he was actively involved Berhad from 1984 to 1990 before assuming plant in Kuantan, Malaysia. After serving as
in every stage of their developments. He the position of Managing Director of Tan Country Manager for Socotherm S.R.L in
is instrumental to the development and & Tan Developments Berhad from 1990 Taiwan from 1991 to 1992, he returned to
success of MVM and TGM, and more to 1995. In 1994, he established Wah Malaysia in 1993 to be the General Manager
importantly, in retaining their positions Seong Industrial Holdings Sdn. Bhd. and of Wasco Coatings Malaysia Sdn. Bhd. in
as prime shopping hotspots in the Klang subsequently formed WSC, which was Kuantan, Malaysia. He has vast experience
Valley. listed on the Main Market of Bursa Malaysia in the global pipe coating business and the
Securities Berhad on 9 July 2002. He has Oil and Gas business in general.
Following the de-listing of IGB Corp from extensive experience in the property,
the Official List of Bursa Malaysia Securities manufacturing and financial fields. Mr Mr Maccagno is a Director of Petra Energy
Berhad, Dato’ Seri Robert Tan was Chan is a Trustee of Yayasan Wah Seong Berhad. He also sits on the Board of several
appointed as Group Chief Executive Officer and a member of Sustainable Energy other private limited companies.
of IGB Berhad on 30 March 2018 and retains Development Authority (SEDA) Malaysia.
his position as Group Managing Director He also sits on the Board of several other
of IGB Corp, Managing Director of IGB private limited companies.
Reit Management Sdn. Bhd. (the Manager
of IGB Real Estate Investment Trust), a
Director of Tan & Tan Developments Berhad
(a property division of IGB Corp), and a
Trustee of Yayasan Tan Kim Yeow. He also
sits on the Board of several private limited
companies.

24 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FROM THE BOARD OF DIRECTORS AND KEY SENIOR MANAGEMENT

PROFILE OF THE
BOARD OF DIRECTORS

HALIM BIN HAJI DIN PROFESSOR TAN SRI TAN JIAN HONG,
LIN SEE YAN AARON
Independent Non-Executive Director Senior Independent Non-Independent
Male Malaysian 71 years of age Non-Executive Director Non-Executive Director
Male Malaysian 78 years of age Male Malaysian 34 years of age

Date of appointment: 22 May 2002 Date of appointment: 20 July 2004 Date of appointment: 25 May 2015

Encik Halim is a Chartered Accountant who Professor Tan Sri Lin, a British Chartered Mr Tan holds a Bachelor of Arts in Economics
spent more than thirty (30) years working for Scientist, is a Harvard educated economist. from Johns Hopkins University, Baltimore,
multinational corporations and international Qualified as Malaysia’s first Chartered Maryland, USA.
consulting firms. He accumulated eighteen Statistician, he graduated from the University
(18) years of experience working in the Oil and of Malaya in Singapore and Harvard Mr Tan began his career as a Financial
Gas Industry - six (6) years of which as a Board University (where he received three (3) Advisor Associate with UBS Financial
member of Caltex/Chevron, responsible for degrees, including a PhD in Economics). Services, Inc from 2008 to 2010. He was
financial management before engaging in the He is Pro-Chancellor, Universiti Teknologi promoted to become a Branch Analyst,
consulting business. Prior to his appointment Malaysia; Professor of Economics (Adjunct), specializing in private wealth management
as a Board member of Caltex Malaysia, Encik Universiti Utara Malaysia; Pro-Chancellor & in 2010. In 2011, he returned to Malaysia
Halim served as Regional Financial Advisor Research Professor at Sunway University, and joined Hong Leong Investment Bank as
for Caltex Petroleum Corporation Dallas, and an Eisenhower Fellow. a Client Relationship Executive until 2013.
Texas overseeing the investment viability of In 2013, he moved on to join Wasco Energy
the Corporation’s Asian subsidiaries. Prior to 1998, he was Chairman/President Ltd Group, an international Oil and Gas
and Chief Executive Officer of Pacific Bank and Industrial Services Group as Project
Encik Halim also had extensive experience and for fourteen (14) years previously, Deputy and Operations Senior Manager. Mr Tan
in corporate recovery when he worked for Governor of Bank Negara Malaysia, having was appointed as the Executive Director of
Ernst & Whinney, London, United Kingdom been a central banker for thirty four (34) Yi-Lai Berhad (“YLB”) on 5 June 2014. He is
in mid 1980’s. He was appointed as years. Professor Tan Sri Lin continues to a member of the Remuneration Committee
Managing Partner of the Consulting Division serve the public interest, including member, of YLB and is presently responsible for
of Ernst & Young Malaysia in 1995. He later Competition Appeal Tribunal; as well as the strategic business direction of the YLB
became the Country Advisor of Cap Gemini a member of a number of key Steering Group and plays an active role in the overall
Ernst & Young Consulting when Cap Gemini Committees at Ministry of Higher Education management. Mr Tan has been appointed as
of France merged with Ernst & Young (including the Putrajaya Higher Education an Alternate Director to Mr Tony Tan Choon
Consulting. In 2003, he with two (2) partners Task Force); Member, Asian Shadow Keat on the Board of IGB Corporation Berhad
took over the consulting business of Cap Financial Regulatory Committee; Economic since 29 November 2016. He also sits on the
Gemini Ernst & Young Malaysia through a Advisor, Associated Chinese Chambers Board of several private limited companies.
management buyout and rebranded it as of Commerce and Industry of Malaysia;
Innovation Associates, currently known Governor, Asian Institute of Management,
as The IA Group, where he is currently the Manila; Director, Monash University Malaysia
Chairman of the Group. and Sunway University; and Chairman
Emeritus, Harvard Graduate School Alumni
Encik Halim was also a Council member of Council at Harvard University in Cambridge
the Malaysian Institute of Certified Public (USA) as well as President, Harvard Club of
Accountants from 1994 to 2003. Malaysia.

Encik Halim also served as a Board member Professor Tan Sri Lin advises and sits on the
of Employees Provident Fund (KWSP) for four Boards of a number of publicly listed and
(4) years from April 2009 till May 2013. private businesses in Malaysia, Singapore
and Indonesia including Chairman, Cabot
Encik Halim is a Board member of BNP (Malaysia) Sdn. Bhd. He is also a Director of
Paribas Malaysia Berhad, IGB REIT Ancom Berhad, Genting Berhad, IGB REIT
Management Sdn. Bhd. and Kwasa Land Management Sdn. Bhd. and Sunway Berhad.
Sdn. Bhd. He is also a Director of several
other private limited companies.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 25


FROM THE BOARD OF DIRECTORS AND KEY SENIOR MANAGEMENT

PROFILE OF THE
BOARD OF DIRECTORS

TAN SRI
SAW CHOO BOON
Independent Non-Executive Director
Male Malaysian 71 years of age

Date of appointment: 6 April 2018

Tan Sri Saw holds a Bachelor of Science


(Chemistry) Honours from the University of
Malaya. He joined Shell Malaysia in 1970 and
served in various capacities in Manufacturing,
Supply, Trading and Planning in Malaysia,
Singapore and Netherlands.

He was appointed Managing Director of


Shell MDS (Middle Distillate Synthesis)
Sdn. Bhd. in 1996. In 1998 he became the
Managing Director of Shell Malaysia Trading
Sdn. Bhd., Shell Timur Sdn. Bhd. and Shell
Refining (FOM) Berhad, responsible for Shell
Malaysia’s Downstream business.

In 1999, with the globalisation of the Shell Oil


Products business, he assumed the role of
Vice-President of the Commercial business
in the Asia-Pacific region and in 2005,
he managed Shell’s Marine Oil Products
business globally.

He was appointed Chairman of Shell


Malaysia in 2006. At the same time he also
assumed the role of Vice President Business
Development Asia Pacific focusing on China,
India, Indonesia and Vietnam. He remained in
Notes:-
these positions till his retirement in 2010 after Family relationship with Director and/or major
40 years of continuous service. shareholders
1. Dato’ Seri Robert Tan Chung Meng and Mr Tony Tan
Choon Keat are siblings.
Currently, Tan Sri Saw is the Senior Non- 2. Mr Tan Jian Hong, Aaron is the son of Mr Tony Tan
Executive Independent Director of RHB Choon Keat and nephew of Dato’ Seri Robert Tan.
3. Dato’ Seri Robert Tan and Mr Tony Tan Choon Keat
Bank Berhad, Digi.Com Berhad, and Ranhill are deemed major shareholders of WSC and their
Holdings Berhad. He is also the Co-Chair interest in the securities of WSC are set out in the
Analysis of Shareholdings of this Annual Report.
of the Government’s Special Task Force
to Facilitate Business (PEMUDAH), and a Saved as disclosed herein, none of the Directors have
Board member of Malaysian Investment any family relationship with any Directors and/or major
shareholders of WSC.
Development Authority and Socio-Economic
Research Centre Sdn. Bhd. of Associated Conflict of interest
None of the Directors have any conflict of interest with
Chinese Chambers of Commerce and WSC.
Industry Malaysia.
Convicted of offences
None of the Directors have been convicted for any
offence within the past five (5) years other than possible
traffic offences.

26 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FROM THE BOARD OF DIRECTORS AND KEY SENIOR MANAGEMENT

PROFILE OF THE
KEY SENIOR MANAGEMENT

ALAN LEW Mr Alan Lew Kok Cheong is the Head Group Treasury of Wah Seong Corporation Berhad since 1 June
2008. He assumed the role as the Head of Corporate Finance Industrial Services Division in Wah Seong
KOK CHEONG Corporation Berhad with effect from 1 January 2016.
Male
Malaysian He attained his Bachelor of Economics from Monash University, Australia and is a professionally trained
50 years of age accountant with both the Malaysian Institute of Accountants and CPA Australia. He has also read law
holding a LLB (Honours) from the University of London.

He began his career as a Senior Finance Manager in Wah Seong Corporation Berhad since 2005. He
has assumed the current group treasury lead since 2008 in addition to various other support roles from
Finance, Tax and Legal for the past 12 years.

Mr Alan Lew also sits on the Board of a number of subsidiaries within the Group.

ARAVINDAN A/L Mr Aravindan A/L K. Devapalan has been the Head of Group Internal Audit for the Internal Audit
Department of Wah Seong Corporation Berhad since 13 September 2012. He reports to the Audit
K. DEVAPALAN Committee and works closely with the Senior Management team to deal with audit issues relating to
Male implementation of internal controls, governance and risk management processes within the Group.
Malaysian
45 years of age Mr Ara is a Chartered Accountant and accumulated more than 14 years of experience from two prominent
Big 4 accounting firms i.e. PricewaterhouseCoopers (“PwC”) and KPMG before making the move to Wah
Seong Corporation Berhad. In addition to working in Malaysia, he spent a few years on secondment at
PwC Los Angeles where he was involved extensively in undertaking and managing US Sarbanes Oxley
group audits.

He is a fellow member of the Chartered Association of Certified Accountants (“ACCA”) and a member of
the Malaysian Institute of Accountants (“MIA”).

Mr Ara had since resigned from the position on 28 February 2018.

ARIESZA NOOR Mdm Ariesza Noor is the Head of Group Strategy for Wasco Energy Group of Companies (“Wasco”) and
is also the Head of Malaysia Coatings Operations for Pipeline Services. She also heads up the role of
Investor Relations and Corporate Communications for the holding Company.
Female
Malaysian She attained her Bachelor of Commerce and Management (BCOMHons) Accountancy and Finance
40 years of age Degree from Lincoln University, New Zealand and is an Associate member of CPA Australia.

Being a full board scholar of Tenaga Nasional Berhad, she began her career in Tenaga Nasional Berhad
since year 1999. She has assumed various financial and accounting roles within Tenaga Nasional Berhad
before moving to Wah Seong Corporation Berhad as Manager Investor Relations in 2008. She later took
on the role of Vice President, Investor Relations and Corporate Communications for IHH Healthcare
Berhad in 2012 during the listing of the private healthcare group and played a pivotal role in setting up the
company’s Investor Relations and Corporate Communications function. She rejoined Wasco in 2014 and
under her portfolio she heads the branding and marketing, strategic planning and M&A ventures portfolio
for the Oil and Gas Division apart from her carrying out her roles at the holding company.

Mdm Ariesza Noor also sits on the Board of subsidiaries and joint ventures for Wasco Energy Group of
Companies.

BERNARD YEAP Mr Bernard Yeap Chew Soon is the Head Finance of Wah Seong Corporation Berhad. He oversees the
financial management, accounting and taxation matters of the listed company since 2002. In 2016, his
CHEW SOON portfolio was expanded to include the Industrial Services Division.
Male
Malaysian He has also held various positions as the Group Financial Controller and Head, Risk Management. He
63 years of age served an initial period of 7 years with Coopers & Lybrand (n.k.a PricewaterhouseCoopers). He has more
than 30 years of post-qualifying experience in finance & accounting, taxation, management information
systems and operational auditing in public listed and multi-national organisations, including companies
such as, Island & Peninsular Berhad and Philips Group of Companies.

Mr Bernard Yeap holds a fellowship with the Chartered Association of Certified Accountants, UK and is
a member of both the Malaysian Institute of Certified Public Accountants and the Malaysian Institute of
Accountants.

Mr Bernard Yeap also sits on the Board of a number of subsidiaries within the Group.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 27


FROM THE BOARD OF DIRECTORS AND KEY SENIOR MANAGEMENT

PROFILE OF THE
KEY SENIOR MANAGEMENT

EDGAR LEWIS Mr Edgar Lewis is the Head of Business Development for the Pipeline Services Division. He was
previously the Executive Vice President of the Energy Services Division, prior to its integration into
Pipeline Services.
Male
American He attained his B.A. in International Relations from the University of Southern California, is a Stanford
57 years of age University Certified Project Manager (SCPM) and a NACE Certified Coating Inspector – Level 3. Mr
Lewis has over thirty years of experience in the Oil and Gas Industry, with more than twenty of those
years in Asia Pacific.

He was previously the Managing Director of Asia Pacific for Corrpro Companies, Inc. (Aegion
Corporation) and the Manager of Pipeline Integrity (Far East Asia Pacific) for TD Williamson, Inc.

GOH ENG HOOI Mr Goh Eng Hooi is the Chief Executive Officer of the Industrial Trading & Services Division in
Wah Seong Corporation Berhad since 1 May 2016.

Male He attained his Bachelor of Laws (Hons.) from the University of Melbourne, Australia in 2002. He
Malaysian has also completed the Stanford University NUS Executive Program (International Management)
37 years of age in 2012.

He began his career in Wah Seong Corporation Berhad in 2002 and undertook various responsibilities
in corporate services, corporate communications, business development and investor relations
before moving on to general management roles within the Group. He has also held operational
roles within the Group and was appointed as Vice President of Wasco Corrosion Services, Wasco
Coatings Malaysia and Senior Vice President of PMT Group and subsequently as CEO of Syn Tai
Hung Group in 2013.

Mr Goh sits on the Board of a number of subsidiaries within the Group as well as other private
companies.

HONG CHING Mr Hong Ching Kiang is the Senior Vice President of PMT Industries Sdn. Bhd. (“PMTI”) who is
KIANG in-charge of the overall operation of PMTI. He has over 38 years of working experience, specifically
in the installation, commissioning, overhauling/repairing and trouble shooting of Steam Turbo
Male Generator, Sludge Separator, Decanter, Pump and other palm oil mill equipment and Steam Turbine
Malaysian sales (encompassing the selection, advisory of Turbine used in mini-power plant of palm oil mill,
64 years of age wood-based industries and other agro based industries). He acquired his technical training at
Technical Institute Penang.

Prior to joining PMTI, Mr Hong had previously worked in other companies including, Malaysia
Shipyard and Engineering Sdn. Bhd., Salcon Engineering Sdn. Bhd. and Jebsen and Jessen
Engineering (M) Sdn. Bhd.

He also received overseas training pertaining to Steam Turbine in:-


1) Japan – Sumitomo Heavy Industries & Shinko Industries Ltd
2) USA – Worthington Group of Company (Turbodyne)
3) Germany – Terry Steam Turbine

LEE YEE CHONG Mr Lee Yee Chong is the Chief Executive Officer for the Renewable Energy Division since 1 May
2016. He was previously the Chief Operating Officer of Renewable Energy Division of Wah Seong
Corporation Berhad in 2013.
Male
Malaysian He attained his Bachelor in Mechanical Engineering from University of Malaya in 1993. He started
49 years of age his career as project and commissioning engineer with ABB Industrial Systems Sdn. Bhd. and
subsequently joined Jutasama Sdn. Bhd. as project engineer in 1996.

Mr Lee also sits on the Board of a number of subsidiaries within the Group.

28 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FROM THE BOARD OF DIRECTORS AND KEY SENIOR MANAGEMENT

PROFILE OF THE
KEY SENIOR MANAGEMENT

RAMANATHAN A/L Mr Ramanathan A/L P.R. Singaram is the Chief Financial Officer of Wasco Energy Group of
P.R. SINGARAM Companies, Oil & Gas Division in Wah Seong Corporation Berhad since 1 July 2013.

Male He attained his ACCA from the Association of Chartered Certified Accountants, United Kingdom
Malaysian in 1994. He is a fellow of Association of Chartered Certified Accountants, United Kingdom and a
50 years of age member of Malaysian Institute of Accountants.

He began his career in Wah Seong Corporation Berhad as a Head of Group Internal Audit in June
2006 and took up the role of Group Financial Controller, Oil & Gas Division in June 2008. In 2009, he
also took up additional responsibility for the regulatory reporting of Wah Seong Corporation Berhad.
Mr Rama assumed his current role in July 2013.

Previously he worked with PricewaterhouseCoopers (“PwC”), Malaysia between 1995 and 2006 and
was an Audit Senior Manager at the time of leaving PwC.

Mr Rama also sits on the Board of a number of subsidiaries, associates and jointly controlled
companies within the Group.

ERIK NUGTEREN Mr Erik Nugteren is the Project Director for the Nord Stream 2 project, executed by the Pipeline Services
Division. This is the largest single project ever undertaken by the Wasco Group of Companies. He was
previously the General Manager for Pipeline Services Division for the European region.
Male
Dutch
47 years of age He attained his B.A in Industrial Engineering from the Rotterdam Institute of Technology. Mr Nugteren has
over 25 years of experience in the Oil and Gas Industry, during which he has filled various management,
commercial and operational roles around the world including the Far East, Africa, Australia, South-
America and Europe.

SHAMUGAM Mr Shamugam Karupiah is the Executive Vice President for the Engineering Division since 1 March 2016.
KARUPIAH
He attained his Bachelor’s Degree in Accounting from University of Utara Malaysia in 1991.
Male
Malaysian He began his career as an Assistant Accountant in Hong Leong Group Malaysia. He served in various
48 years of age companies within the group and left the group in 1998 while serving as Finance Manager. He joined Trox,
a German MNC as their Finance Director in 1999 and went on to become General Manager and later
Managing Director for the Asia Pacific operations. He left Trox in 2004 to return to Hong Leong Group to
serve as Financial Controller at their listed affiliate, Southern Steel Berhad. He left Southern Steel Berhad
in 2009 to join Wasco Energy as Senior Financial Controller for the Engineering Division. In 2010 he was
redesignated as Head of Finance. In 2014 he was made Vice President - Operations for Engineering
Division and in 2016 was promoted to Executive Vice President of Engineering Division.

Mr Shan also sits on the Board of a number of subsidiaries within the Group.

WOO YING PUN, Please refer to her profile under Corporate Governance Overview Statement.
IRENE
Group Company
Secretary

Notes:-
Family relationship with Director and/or major shareholders
None of the Key Senior Management has any family relationship with any Directors and/or major shareholders of WSC.
Conflict of interest
None of the Key Senior Management has any conflict of interest with WSC.
Convicted of offences
None of the Key Senior Management has been convicted for any offence within the past five (5) years other than possible traffic offences.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 29


GOVERNANCE

AUDIT
COMMITTEE

1. ROLE OF THE AUDIT COMMITTEE

The primary function of the Audit Committee (“AC”) is to assist the Board of Directors (“the Board”) in fulfilling the
following oversight objectives on the Group’s activities:

• assess the Group’s processes relating to its risks and control environment;
• oversee financial reporting; and
• evaluate the internal and external audit processes.

The Terms of Reference, including the duties and responsibilities of the AC are available on the Company’s website at
www.wahseong.com.

2. MEMBERS AND MEETINGS

The AC meets regularly at least four (4) times annually, with due notice of issues to be discussed and its conclusions
duly recorded in the minutes by the Group Company Secretary who is the Secretary of the AC in attendance towards
discharging of its duties and responsibilities. In the event the Secretary is unable to attend any of the meetings, an
assistant or deputy Secretary may be appointed for that specific meeting. Additional meetings may be held at the request
of the Board, the AC, the Management and the External or Group Internal Auditors.

Nonetheless, the Chairman and the AC members have free and direct access to consult, communicate and enquire with
any Senior Management of the Group as well as the External Auditors at any time.

The Chief Financial Officer of Oil and Gas Division, the Head, Finance, Industrial Services Division, and the Head,
Group Internal Audit attend such AC Meetings and the representative of the External Auditors are encouraged to attend
whenever possible. Other Directors may be invited to attend such AC Meetings when necessary. The AC will meet the
External Auditors at least twice a year without the presence of any executive Board members and the Management.

Members and details of attendance of Directors at the AC Meetings of the Company for the financial year ended
31 December 2017 are as follows:

Name Of Director Directorship Date of Appointment No. of Meetings


Attended

Halim Bin Haji Din Independent 22 May 2002 5/5


(Chairman) Non-Executive Director
Professor Tan Sri Lin See Yan Senior Independent 20 July 2004 5/5
(Member) Non-Executive Director
Tan Jian Hong, Aaron Non-Independent 3 June 2015 5/5
(Member) Non-Executive Director

3. SUMMARY OF ACTIVITIES

During the financial year under review, the AC conducted its activities in line with the Terms of Reference, as follows:

3.1 Financial Reporting

a. In overseeing the Group’s financial reporting, the AC reviewed quarterly reports of the Group and the annual audited
financial statements for the financial year ended 31 December 2016 before submission to the Board for consideration
and approval.

The quarterly financial statements for the fourth quarter of 2016 and first, second and third quarters of 2017, which
were prepared in compliance with the Malaysian Financial Reporting Standard 134 Interim Financial Reporting,
International Accounting Standards 34 Interim Financial Reporting and paragraph 9.22, including Appendix 9B of the
Bursa Malaysia Securities Berhad’s Main Market Listing Requirements, were reviewed by the AC at the AC meetings
held on 28 February 2017, 30 May 2017, 28 August 2017 and 29 November 2017 respectively.

30 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


GOVERNANCE

AUDIT
COMMITTEE

3. SUMMARY OF ACTIVITIES (CONT’D)

3.1 Financial Reporting (cont’d)

On 28 February 2017, the AC reviewed the key findings by the External Auditors, PricewaterhouseCoopers PLT, for
the financial year ended 31 December 2016 and subsequently on 7 April 2017, the AC reviewed the audited financial
statements for the financial year ended 31 December 2016.

The recommendations of the AC were presented to the Board for approval at the respective subsequent Board
meetings.

At the same meeting held on 28 February 2017, PricewaterhouseCoopers PLT also highlighted the recent financial
reporting and regulatory developments in the MFRS 15 Revenue, MFRS 16 Leases, Companies Act, 2016 and
Transfer Pricing Disclosure for Singapore entities in the financial year 2018.

3.2 Annual Report and Circular to Shareholders

a. To ensure compliance with the Bursa Malaysia Securities Berhad’s Main Market Listing Requirements, the AC
reviewed and approved the WSC Annual Report 2016 in particular the Management Discussion and Analysis, Audit
Committee Report, Remuneration Committee Report, Nomination Committee Report, Statement on Corporate
Governance, Additional Compliance Information, Statement on Risk Management and Internal Control, Statement
of Directors’ Responsibilities and Summary of Significant Recurrent Related Party Transactions on 7 April 2017 and
recommended the same to the Board for their approval.

b. On 7 April 2017, the AC reviewed the following Circular to Shareholders before submission to Bursa Malaysia
Securities Berhad for their review and approval:

• Proposed renewal of shareholders’ mandate for the existing recurrent related party transactions of a revenue or
trading nature and provision of financial assistance between the Company and/or its subsidiaries; and
• Proposed new shareholders’ mandate for additional recurrent related party transactions of a revenue or trading
nature and provision of new financial assistance between the Company and/or its subsidiaries.

c. On 7 April 2017, the AC reviewed the Circular to Shareholders in respect of the proposed renewal of authority to
buy-back its own shares by the Company.

3.3 External Auditors

a. The AC at its meeting held on 7 April 2017, reviewed the annual assessment for the financial year ended
31 December 2016 and the performance of PricewaterhouseCoopers PLT based on the following areas:

• Calibre of external auditors;


• Quality processes/performance;
• Audit team;
• Independent and objectivity;
• Audit scope and planning;
• Audit fee; and
• Audit communications.

Being satisfied with their performance, technical competency and audit independence, the AC recommended the
re-appointment of PricewaterhouseCoopers PLT as the External Auditors of the Group for the financial year ended
31 December 2017 to the Board for approval accordingly.

The Board had since tabled the same to the Company’s shareholders for their approval at the Annual General
Meeting of the Company held on 19 May 2017.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 31


GOVERNANCE

AUDIT
COMMITTEE

3.3 External Auditors (cont’d)

b. The AC had two (2) private meetings with the External Auditors on 28 February 2017 and 28 August 2017 respectively,
without the presence of the Group Chief Executive Officer, the Executive Directors, Senior Management and Internal
Auditors.

There were no areas of concern raised by PricewaterhouseCoopers PLT that need to be escalated to the Board.

c. On 28 August 2017, the AC reviewed the Audit Plan prepared by the External Auditors for the financial year ended
31 December 2017 outlining the key action items by the Management in respect of the 2017 Audit Plan, summary
of significant audit and accounting matters, areas of audit emphasis based on significant risks, summary of internal
control recommendations, audit reporting timeline, reliance on Internal Auditors and audit engagement team.

d. The AC had progressively reviewed the fees for the External Auditors and had recommended the same for the
Board’s approval.

e. The AC had obtained confirmation from the External Auditors confirming their independence throughout their terms
of engagement for the financial year under review.

3.4 Recurrent Related Party Transactions

a. On 28 February 2017, 30 May 2017, 28 August 2017 and 29 November 2017 respectively, the AC reviewed all related
party transactions and recurrent related party transactions to ensure that they were within the mandate obtained
from the shareholders of the Company.

b. The AC at its meeting held on 7 April 2017 reviewed the following proposals of the Group for inclusion in the
Circular to the Shareholders pursuant to Bursa Malaysia Securities Berhad’s Main Market Listing Requirements for
the Board’s approval:

• The proposed renewal of Shareholders’ mandate for the existing recurrent related party transactions of a revenue
or trading nature and provision of financial assistance between the Company and/or its subsidiaries; and
• The proposed new Shareholders’ mandate for additional recurrent related party transactions of a revenue or
trading nature and provision of new financial assistance between the Company and/or its subsidiaries.

3.5 Risk Management

On 28 February 2017, 30 May 2017, 28 August 2017 and 29 November 2017 respectively, the AC reviewed and deliberated
on the key and significant risks presented and discussed at the respective Risk Management Committee meetings held
quarterly taking into consideration of the Group risks profile and risk appetite.

3.6 Internal Audit

a. On 28 February 2017, 30 May 2017, 28 August 2017 and 29 November 2017 respectively, the AC reviewed the
major findings in the reports prepared by the Group Internal Audit together with the recommendations and the
Management’s response to the findings.

b. On 30 May 2017, the AC reviewed the approval process for the Group Investments and the revised Finance and
Investment Committee Charter presented by the Group Internal Audit to ensure that proper approval processes were
in place with the appropriate standard operating procedures and guidelines in respect of the conduct of feasibility
studies, due diligence and risk assessments, CAPEX requirements, cash flow forecast, funding requirements and
external expert opinion where necessary especially for new investments in accomplishing the objectives.

c. On 29 November 2017, the AC reviewed the Group Internal Audit Plan for year 2018 encompassing the time-table,
budgeted man hours and the scope of planned audits of business units to be covered in 2018.

32 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


GOVERNANCE

AUDIT
COMMITTEE

3.7 Capital Expenditure

On 28 February 2017, 30 May 2017, 28 August 2017 and 29 November 2017 respectively, the AC reviewed the capital
expenditures on a quarterly basis to monitor and ensure that the expenditures were within the budget being approved
for 2017.

3.8 Others

a. On 7 April 2017, the AC reviewed the Information Technology System and the SAP system of the Oil and Gas Division
of the WSC Group.

b. On 30 May 2017, the AC reviewed the Business Continuity Plan.

c. The AC had been progressively reviewing the strategic investments of the WSC Group during the financial year under
review and in making the necessary decisions.

d. The AC had been progressively reviewing the internal control issues of the WSC Group and the relevant improvements
and recommendations as highlighted by the both the External and Internal Auditors.

4. INTERNAL AUDIT FUNCTION

The AC is assisted by the Group Internal Audit in providing an independent and objective assessment on the adequacy
and effectiveness of risk management, financial and operational control, and governance processes of the WSC Group.

The Group Internal Audit is independent from the activities or operations of all operating units of the WSC Group. Its
principal responsibility is to conduct periodic and systematic reviews on the WSC Group’s key operations so as to
provide reasonable assurance that the risk management and internal control system continue to operate satisfactorily
and effectively within the WSC Group.

A summary of the Internal Audit activities during the financial year under review is as follows:

a. prepared and presented the annual audit plan for review and approval by the AC;

b. performed financial and operational audits on business units of the Group to ascertain the adequacy and integrity of
their system of internal controls and made recommendations for improvement where weaknesses were found;

c. conducted follow-up review to determine the adequacy, effectiveness and timeliness of actions taken by the
Management on audit recommendations and provided updates on their status to the AC; and

d. performed special reviews requested by the Management and/or the AC.

After each engagement, the observations and recommended opportunities for improvement were communicated to the
respective Management for their response and corrective actions, if necessary. On quarterly intervals, the internal audit
reports with the Management’s responses were submitted to the AC for their deliberation.

The total cost incurred by the Internal Audit Function for 2017 was RM774,596 (2016: RM897,572).

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 33


GOVERNANCE

REMUNERATION
COMMITTEE

1. MEMBERS AND MEETING

Members and details of attendance of Directors at the Remuneration Committee Meeting of the Company for the financial
year ended 31 December 2017 are as follows:

Name Of Director Directorship Date of Appointment No. of Meeting


Attended

Halim Bin Haji Din Independent Non-Executive 22 May 2002 1/1


(Chairman) Director
Chan Cheu Leong Managing Director/ 22 May 2002 1/1
(Member) Group Chief Executive Officer
Professor Tan Sri Lin See Senior Independent 25 August 2014 1/1
Yan (Member) Non-Executive Director

2. ROLE OF THE REMUNERATION COMMITTEE

The Remuneration Committee (“RC”) shall set the policies and procedures to determine the remuneration of the
Company’s Board of Directors and Senior Management, drawing from outside advice as necessary with the objective of
ensuring:

a. that the Company’s Executive Directors are fairly rewarded for their individual contributions to the Company’s overall
performance; and

b. that the levels of remuneration are sufficient to attract and retain the Directors needed to run the Company
successfully.

The determination of remuneration packages of Non-Executive Directors, including Non-Executive Chairman should be
a matter for the Board as a whole.

The individuals concerned should abstain from discussion of their own remuneration.

3. TERMS OF REFERENCE

i. Composition

The RC shall be headed by a Non-Executive Chairman and its members shall comprise wholly or mainly of
Non-Executive Directors.

ii. Quorum of Meetings

A minimum of two (2) RC Members present in person shall constitute the quorum.

Any other person(s) maybe invited or determines by the RC and/or the RC Chairman from time to time to attend the
RC meeting.

iii. RC Members

The RC Members are as disclosed above.

34 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


GOVERNANCE

REMUNERATION
COMMITTEE

3. TERMS OF REFERENCE (CONT’D)

iv. Majority Decision

All decisions of the RC shall be decided on the votes of the simple majority of those Members present. However, no
Executive Director shall participate in the discussion of his own remuneration.

Any decision or recommendation made at the RC shall be subject to the review and ultimate approval of the
Company’s Board of Directors.

v. Casting Vote

In the event there be an equality of votes, then the Chairman of the meeting shall have a casting vote.

vi. Frequency of Meetings

The RC shall meet at least annually or at such other frequency as the Chairman may determine.

vii. Notice of Meetings

Minimum seven (7) days or such shorter notice as the RC may deem fit depending on the nature and prevailing
circumstances at hand.

viii. Secretary

The Group Company Secretary shall be the Secretary for the RC. In the event that the Group Company Secretary is
unable to attend, an assistant or deputy Secretary may be appointed for that specific meeting.

ix. Minutes of Meetings

The Secretary (which expression shall include the assistant or deputy Secretary appointed under item (viii)) shall
table the Minutes of each RC Meeting and shall circulate the same for each Member’s record. The Chairman’s
confirmation of the Minutes shall be taken as a correct record of the proceedings thereat.

The Chairman shall report on the outcome of the discussion and decision of each meeting to the Board.

x. Functions of the RC

Without prejudice to the generality of the foregoing, the RC shall:-

a. Review, recommend and advise on all forms of Directors’ remuneration e.g.:

• Basic Salary
• Profit-sharing schemes (if any)
• Share options
• Any other benefits;

b. To establish a fair, formal and transparent procedures for developing a policy for Board of Directors and Senior
Management’s remuneration and for fixing the remuneration packages of individual Directors and Senior
Management;

c. To structure the component parts of the Executive Directors’ remuneration so as to link rewards to corporate and
individual performance; whereas, in the case of Non-Executive Directors, the level of remuneration should reflect
the experience and level of responsibilities undertaken by the particular Non-Executive Director concerned;

d. Conduct continued assessment of individual Executive Directors to ensure that remuneration is directly related
to performance over time.

In this regard, the review of Non-Executive Directors’ fees may take place at a different time of the year from the
review of Executive Directors’ salaries;

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 35


GOVERNANCE

REMUNERATION
COMMITTEE

3. TERMS OF REFERENCE (CONT’D)

x. Functions of the RC (cont’d)

e. To monitor and assess the suitability of such proposed performance related formula (e.g. whether the formula is
based on individual performance, company profit performance, earnings per share, etc.) and to see that awards
under the Company’s share option schemes are consistent with the Company’s overall performance and provide
an additional incentive to Management;

f. To provide an objective and independent assessment of the benefits granted to Executive Directors;

g. To ensure that there are adequate pension arrangements for the Executive Directors;

h. To consider, the extent of the details of the Board of Directors and Key Senior Management’s remuneration to
be reported in the Company’s Annual Report in compliance with the Malaysian Code on Corporate Governance
2017 and the Listing Requirements of Bursa Malaysia;

i. Introduce any regulation which would enable the smooth administration and effective discharge of the RC’s
duties and responsibilities;

j. To furnish a report to the Board of any findings of the RC;

k. Engage or appoint such other competent and professional advisers/consultants as may be deemed fit to assist
the RC in the smooth discharge of its duties herein;

l. To establish a remuneration policy/framework for the Board of Directors and Senior Management of the Group
in order to attract and retain key personnel of requisite quality that increase productivity and profitability in the
long run;

m. To review and determine the appropriate remuneration package for Board of Directors and Key Senior
Management of the Group as follows:-

- Head Office – Group Chief Executive Officer, Deputy Chief Executive Officer, Chief Financial Officer, Chief
Operating Officer, Group Company Secretary;

n. To review the salary increment or adjustment in the event of promotion or re-designation of Key Senior
Management of the Group, where necessary;

o. To review the annual increment and bonus payment for Key Senior Management of the Group basing on the
performance of the Group and performance of the individuals, where necessary;

p. To establish schemes, options and remuneration and compensation plans for the Board of Directors and Key
Senior Management of the Group, where appropriate; and

q. Generally, to decide and implement such other matters as may be delegated by WSC’s Board of Directors from
time to time.

xi. Variation

The above Terms of Reference may be determined and/or varied by the Board of Directors at any time and from time
to time.

36 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


GOVERNANCE

NOMINATION
COMMITTEE

1. MEMBERS AND MEETING

Members and details of attendance of Directors at the Nomination Committee Meeting of the Company for the financial
year ended 31 December 2017 are as follows:

Name Of Director Directorship Date of Appointment No. of Meeting


Attended

Professor Tan Sri Lin See Yan Senior Independent 25 August 2014 2/2
(Chairman) Non-Executive Director
Dato’ Seri Robert Tan Chung Meng Non-Independent Non-Executive 22 May 2002 2/2
(Member) Chairman
Halim Bin Haji Din Independent Non-Executive 22 May 2002 2/2
(Member) Director

2. ROLE OF THE NOMINATION COMMITTEE

The Nomination Committee (“NC”) is responsible for assessing and making recommendations on any new appointments
to the Board and its various Board Committees.

The NC shall set the policy framework and:

a. Recommend to the Board, candidates for all directorships to be filled by the shareholders or the Board after
considering the candidates:-

- skills, knowledge, expertise and experience;


- professionalism;
- integrity; and
- in the case of candidates for the position of Independent Non-Executive Directors, to evaluate the candidates’
ability to discharge such responsibilities/functions as expected from the Independent Non-Executive Directors.

b. Consider, in making its recommendations, candidates for directorships proposed by the Chief Executive Officer and
within the bounds of practicability, by any other senior executive or any director or shareholder; and

c. Recommend to the Board, directors to fill the seats on Board Committees.

The actual decision as to who shall be nominated shall be the responsibility of the full Board after considering the NC’s
recommendations.

The individuals concerned should abstain from discussion of their own nomination.

3. TERMS OF REFERENCE

i. Composition

The NC shall be headed by a Non-Executive Chairman and its members shall comprise exclusively of
Non-Executive Directors, a majority of whom are independent.

ii. Quorum of Meetings

A minimum of two (2) NC Members present in person shall constitute the quorum.

Any other person(s) maybe invited by the NC and/or the Chairman from time to time to attend the NC meeting.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 37


GOVERNANCE

NOMINATION
COMMITTEE

3. TERMS OF REFERENCE (CONT’D)

iii. NC Members

The existing NC Members are as disclosed above.

iv. Majority Decision

All decisions of the NC shall be decided on the votes of the simple majority of those Members present.

Any decision or recommendation made by the NC shall be subject to the review and ultimate approval of the
Company’s Board of Directors.

v. Casting Vote

In the event there be an equality of votes, then the Chairman of the meeting shall have a casting vote.

vi. Frequency of Meetings

The NC shall meet at least annually or at such other frequency as the Chairman may determine.

vii. Notice of Meetings

Minimum seven (7) days or such shorter notice as the NC may deem fit depending on the nature and prevailing
circumstances at hand.

viii. Secretary

The Group Company Secretary shall be the Secretary for the NC. In the event that the Group Company Secretary is
unable to attend, an assistant or deputy Secretary may be appointed for that specific meeting.

ix. Minutes of Meetings

The Secretary (which expression shall include the assistant or deputy Secretary appointed under item (viii)) shall
table the Minutes of each NC Meeting and shall circulate the same for each Member’s record. The Chairman’s
confirmation of the Minutes shall be taken as a correct record of the proceedings thereat.

The Chairman shall report on the outcome and decision of each meeting to the Board.

x. Roles of the Chairman of NC

The Chairman of the NC shall review the succession plans for key officers of the Group including the future Chairman
and Chief Executive Officer.

The Chairman shall also assess the Board’s effectiveness and the contribution of each individual Director
independently in the discharge of their duties and responsibilities.

xi. Roles and Functions of the NC

Without prejudice to the generality of the foregoing, the NC shall:

a. Determine the core competencies and skills required of Board members to best serve the business and operations
of the Group as a whole and the optimum size of the Board to reflect the desired skills and competencies;

b. Review the size of Non-Executive participation, Board balance and determine if additional Board members are
required and also to ensure that at least one-third (1/3) of the Board is independent;

c. To assess the independency of the Independent Directors;

38 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


GOVERNANCE

NOMINATION
COMMITTEE

3. TERMS OF REFERENCE (CONT’D)

xi. Roles and Functions of the NC (cont’d)

d. Recommend to the Board on the appropriate number of Directors to compose the Board which should fairly
reflect the investments of the minority shareholders in the Company, and whether the current Board representation
satisfies this requirement;

e. Recommend to the Board, candidates for directorships to be filled by the shareholders or the Board;

f. Consider in making its recommendations, candidates for directorships proposed by the Chief Executive Officer
and, within the bounds of practicability, by any other senior executive or any Director or shareholder;

g. Recommend to the Board, Directors to fill the seats on Board Committees;

h. Undertake an annual review of the required mix of skills and experience and other qualities of Directors, including
core competencies which Non-Executive Directors should bring to the Board and to disclose this forthwith in
every Annual Report;

i. Assist the Board to introduce a criteria and to formulate and implement a procedure to be carried out by the NC
annually for assessing the effectiveness of the Board as a whole, the Board Committees and for assessing the
contributions of each individual Director;

j. Introduce any regulation which would enable the smooth administration and effective discharge of the NC’s
duties and responsibilities;

k. To furnish a report to the Board of any findings of the NC;

l. To recommend to the Board for continuation or discontinuation in service of Directors as an Executive Director
or Non-Executive Director;

m. To recommend Directors who are retiring by rotation to be put forward for re-election;

n. To recommend to the Board the employment of the services of such advisers as it deems necessary to fulfill the
Board’s responsibilities;

o. To review the term of office and performance of the Audit Committee and each of its member annually.

p. To review the appointment and termination of key officers of the Group as follows:-

- Head Office – Group Chief Executive Officer, Deputy Chief Executive Officer, Chief Financial Officer, Chief
Operating Officer, Group Company Secretary;

q. To review the appointment and resignation of Directors on the Board of subsidiaries, where necessary;

r. To review the composition, quality, capacity, competencies and effectiveness of the Board of the subsidiaries,
where necessary; and

s. Generally, to decide and implement such other matters as may be delegated by the Company’s Board of
Directors from time to time.

xii. Variation

The above Terms of Reference may be determined and/or varied by the Company’s Board of Directors at any time
and from time to time.

The Terms of Reference including the roles and functions of the NC are available on the Company’s website at
www.wahseong.com.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 39


GOVERNANCE

NOMINATION
COMMITTEE

4. BOARD’S EFFECTIVENESS ASSESSMENT

The NC conducted an annual assessment of the Board’s effectiveness as a whole and the contribution of each individual
Director in respect of the financial year ended 31 December 2017 using a set of customised self-assessment questionnaires
to be completed by the Directors. The results of the self-assessment by Directors and the Board’s effectiveness as a
whole as compiled by the Group Company Secretary were tabled to the Board for review and deliberation.

The Board was satisfied with the results of the annual assessment and that the current size and composition of the
Board is appropriate and well-balanced with the right mix of skills with the Board composition comprising individuals of
high calibre, credibility and with the necessary skills and qualifications to enable the Board to discharge its responsibility
effectively.

Assessment was also conducted on the Board Committees’ effectiveness based on a set of questionnaires to be
completed in respect of the financial year ended 31 December 2017 and the NC was pleased with the outcome of the
said assessment.

The NC was satisfied with the existing Board composition with regards to the mix of skills, experience, expertise and
independence in meeting the required needs of the Company taking into consideration the gender diversity and ethnicity
of the members of the Board. The Board is supported by the core Management team having the relevant and appropriate
qualifications, experience and competencies in their respective roles and functions.

5. INDEPENDENCE ASSESSMENT OF THE INDEPENDENT DIRECTORS

In line with the Malaysian Code on Corporate Governance 2017 (“MCCG 2017”), the NC had conducted an independence
assessment of the Independent Directors in respect of the financial year ended 31 December 2017 and the NC was
satisfied with the results whereby all the Independent Directors fulfilled the criteria for an Independent Director as
prescribed under the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

In conjunction with the above assessment, the NC considered and recommended to the Board of Directors the following
appointments of Directors at the forthcoming Eighteenth Annual General Meeting of the Company:-

(i) Professor Tan Sri Lin See Yan


(ii) En. Halim Bin Haji Din

All whom have served as Independent Non-Executive Directors of the Company for a cumulative terms of more than
twelve (12) years, to continue to act as Independent Non-Executive Directors of the Company.

6. APPOINTMENT OF A NEW INDEPENDENT NON-EXECUTIVE DIRECTOR

The NC had reviewed the profile, expertise, knowledge and experience of Tan Sri Saw Choo Boon and unanimously
concurred that Tan Sri Saw fits the criteria for the position as an Independent Non-Executive Director of the Company. In
addition, Tan Sri Saw, also complies with the criteria of an Independent Director as defined under Chapter 1 of the Main
Market Listing Requirements of Bursa Malaysia Securities Berhad.

Tan Sri Saw who was appointed on 6 April 2018 shall retire pursuant to Article 117 of the Company’s Constitution
pertaining to the appointment of an additional Director and shall be eligible for re-election at the Eighteenth Annual
General Meeting of the Company.

7. REVIEW OF THE AUDIT COMMITTEE

Pursuant to Paragraph 15.20 of Chapter 15 of the Main Market Listing Requirements of Bursa Malaysia Securities
Berhad, the NC had conducted a review of the terms of office and performance of the Audit Committee and each of the
members annually and was of the opinion that the Audit Committee and each of the members have carried out their
duties in accordance with their Terms of Reference.

40 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


GOVERNANCE

CORPORATE GOVERNANCE
OVERVIEW STATEMENT

The Board of Directors (“the Board”) of Wah Seong Corporation Berhad (“WSC” or “the Company”)
recognises the importance of practising and upholding good corporate governance in discharging
its duties and responsibilities towards enhancing business prosperity, corporate accountability,
sustainability and realising and creating ongoing values for its shareholders and stakeholders.
Hence, the Board is pleased to present an overview of the extent of the application and compliance
of WSC and it’s Group with the relevant principles and practices of the Malaysian Code on Corporate
Governance (“MCCG 2017”) issued by the Securities Commission in April, 2017 as well as the
Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“MMLR”).

1. BOARD OF DIRECTORS

1.1 Duties and Responsibilities of the Board

The Board is responsible for the strategic planning, overseeing the proper utilisation and management of its resources
and operational conduct, identifying and implementing appropriate systems to mitigate and manage principal risks,
reviewing the adequacy and integrity of its internal control, risks management and management information systems
and ensuring that a management succession plan, a dedicated investor relation and shareholders’ communication
policy are in place in meeting the Company’s goals and objectives.

The Board together with the Managing Director/Group Chief Executive Officer and the respective Management
team(s), where applicable, developed the Group’s corporate goals, objectives and policies and setting the appropriate
limits of empowerment of its respective Management/Committees’ authority, duties and responsibilities.

The Board exercises due care and diligence in discharging its fiduciary duties and responsibilities and in ensuring
that high ethical standards are applied in practising and upholding good corporate governance and through the
compliance with the relevant rules and regulations, directives and guidelines and the adoption of the relevant
principles and practices of the MCCG 2017 in addition to acting in the best interest of the shareholders, stakeholders
and the Group, taking into account diverse perspectives and insights.

The Board has established a Board Charter which sets out the Board’s strategic intent and outlines the Board’s
roles and responsibilities including the key values, mission, principles and ethos of the Company. The Board Charter
serves as a source of reference for Board members as well as a primary induction literature for new Board members
in respect of their duties and responsibilities and the various legislations and regulations governing their conduct
with the application of principles and practices of good corporate governance in their business conduct. The Board
Charter would be reviewed and updated periodically as and when the need arises. The Board Charter was last
reviewed by the Board on 26 February 2018.

The Board Charter clearly spells out the following principal roles and responsibilities of the Board in enhancing
Board’s effectiveness in the pursuit of corporate goals and objectives:

• reviewing and adopting the strategic plans and direction of the Group;
• overseeing and evaluating the conduct of the Group’s businesses;
• reviewing, challenging and deciding on Management’s proposals and recommendations and monitor their
implementation where appropriate;
• identifying principal risks and ensuring that appropriate internal control and risk management and mitigation
measures are implemented to manage these risks;
• succession planning including the implementation of appropriate systems for recruitment, training, determining
compensation benefits and replacement of Senior Management staff;
• developing and implementing an investor relations programme to enable effective communications with the
shareholders and stakeholders;
• supervising and assessing Management’s performance in managing the businesses of the WSC Group; and
• reviewing the adequacy and integrity of the internal control systems and management information systems which
includes sound system of reporting and in ensuring regulatory compliance with applicable laws, regulations,
rules, directive and guidelines.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 41


GOVERNANCE

CORPORATE GOVERNANCE
OVERVIEW STATEMENT

1.1 Duties and Responsibilities of the Board (cont’d)

The Board Charter is available on the Company’s website at www.wahseong.com.

Apart from the aforesaid principal roles and responsibilities of the Board, the Board also delegates certain
responsibilities to its Board Committees with clearly defined terms of reference to assist the Board in discharging its
responsibilities. While the Board Committees have their own functions and delegated roles, duties and responsibilities,
they will report to the Board with their decisions and/or recommendations. Hence, the ultimate responsibility and
decision on all matters lies with the Board.

The Board continues to observe high standard of ethical conducts based on the Company Directors’ Code of Ethics
established by the Companies Commission of Malaysia.

The Board of Directors has also established the Principles of Business Conduct as guidance for the conduct of the
Group’s business and on issues pertaining to conflict of interest and related parties which may affect any members
of the Board.

The Principles of Business Conduct is available on the Company’s website at www.wahseong.com.

The Board has devoted sufficient time in carrying out their duties and responsibilities. The schedule of meetings for
the calendar year comprising Board meetings and other Committee meetings is prepared by the Group Company
Secretary and sent to members of the Board two months prior to the commencement of the calendar year to notify
the Board on the meetings scheduled ahead.

The Group Company Secretary besides overseeing the compliance matters and assisting the Chairman in overseeing
the governance matters of the WSC Group, she also plays a pivotal advisory role to the Board and its Committees
to ensure that they function effectively. The Group Company Secretary kept abreast with the latest amendments
to the laws, acts, regulations, guidelines and codes by attending various relevant talks, seminars, conferences and
workshops.

The Board also takes their own initiatives and liberty to regularly update their knowledge and enhance their skills by
attending the relevant seminars and talks as listed under item 1.13 Directors’ Training.

The members of the Board have maintained the number of other directorships comfortable and manageable by them
in respect of time and commitment.

1.2 Board Composition and Balance

During the year under review, the Board is led by the Non-Executive Chairman, Dato’ Seri Robert Tan Chung Meng
and altogether, comprises of six (6) members, which includes two (2) Executive Directors, two (2) Non-Independent
Non-Executive Directors (including the Non-Executive Chairman) and two (2) Independent Non-Executive Directors.

The composition of the Board reveals their varied background as outlined on pages 24 to 26 of this Annual Report.
The Board members are equipped with the relevant skills, knowledge and expertise required for the proper running
of the Company’s affairs. The effectiveness of the individual Directors and the Board as a whole are assessed
annually by the Nomination Committee.

During the preparation of this Corporate Governance Overview Statement, Tan Sri Saw Choo Boon was appointed
on the Board on 6 April 2018 as an Independent Non-Executive Director of the Company.

Generally, the Executive Directors along with the Management Team are responsible for making and implementing
operational decisions. Non-Executive Directors play a key supporting role, contributing their skills, expertise and
knowledge towards the formulation of the Group’s strategic and corporate goals and objectives, policies and
decisions. The Board collectively made decisions in the best interest of the Company.

42 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


GOVERNANCE

CORPORATE GOVERNANCE
OVERVIEW STATEMENT

1.3 Board Independence

The number of Independent Directors on the Board complies with Paragraph 15.02, Chapter 15 of the MMLR, which
states that at least two (2) Directors or one-third (1/3) of the Board, whichever is higher shall comprise of Independent
Directors. The Independent Directors also fulfilled the criteria of independence as defined in the MMLR. Their
presence provides a check and balance in the discharge of the Board function and the Independent Directors’ views
carry significant weight in all Board deliberations and decision-making. All Independent Directors act independently
of the Management and do not participate in any business dealings and are not involved in any other relationship
with the WSC Group that may impair their independent judgement and decision-making.

Annual assessment on the independence of the Independent Directors is conducted annually.

Practice 4.2 of the MCCG 2017 requires the tenure of an Independent Director to not exceed a cumulative term limit
of nine (9) years. However, the Nomination Committee and Board have duly assessed, determined and resolved that
the Independent Non-Executive Directors of the Company namely Encik Halim Bin Haji Din and Professor Tan Sri Lin
See Yan, who have served on the Board for more than twelve (12) years, to remain as Independent Directors based
on the following justifications as well as contributions from Encik Halim Bin Haji Din and Professor Tan Sri Lin See
Yan, as members of the Board and also members of the respective Board Committees:

(i) they have fulfilled the criteria of independence as per the definition set out under Chapter 1 of the MMLR;

(ii) they have the required skill sets, experience and expertise;

(iii) they understand the Company’s industry well and are able to contribute to the effective over-sight of the
Company’s business activities while monitoring their independence;

(iv) they have performed their duties diligently and provided independent judgements and balanced assessments
hence ensured effective check and balance in the proceedings of the Board and the respective Board
Committees; and

(v) they have devoted sufficient time and attention to the duties and responsibilities as Independent Non-Executive
Directors of the Company.

Hence, the Board would table the ordinary resolutions to the shareholders at the forthcoming Eighteenth AGM to
retain the aforesaid Independent Directors.

The Chairman of the Company and the Board is not an Independent Director. There are three (3) Independent
Directors out of seven (7) Board members. The Board believes that its current Board composition provides the
appropriate balance in terms of skills, knowledge and experience in creating, protecting and enhancing the interests
and values of all shareholders and stakeholders and in overseeing the conduct of businesses and to properly run
the WSC Group effectively. As the Chairman is also a shareholder who has substantial interest in the Company, he
is well placed to act on behalf of shareholders and stakeholders and in their best interest and in providing Board
leadership.

Despite not having a formal policy on gender diversity, ethnicity and age, the Board believes in recognising and
retaining high performance and talented staff force and the recruitment of the best talents in the work place regardless
of gender, ethnicity and age with the objective of maximising the performance, efficiencies and effectiveness of the
work place.

The Board through the Nomination Committee will continuously evaluate suitable candidates for Independent
Directors to form at least half of the Board to comply with Practice 4.1 of the MCCG 2017. However, the process
should be exercised with due care and careful assessment has to be made based on merits, skills, knowledge,
appropriate experience and time commitment to ensure that the candidates would be able to contribute to the
effectiveness of the Board.

Hence, the above process is also applicable in the selection and evaluation of suitable candidate for gender, ethnicity
and age diversity on the Board.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 43


GOVERNANCE

CORPORATE GOVERNANCE
OVERVIEW STATEMENT

1.4 Division of Roles and Responsibilities between the Chairman and the Managing Director/Chief Executive
Officer

The Board is led by Dato’ Seri Robert Tan Chung Meng as the Non-Independent Non-Executive Chairman and Mr.
Chan Cheu Leong as the Managing Director/Group Chief Executive Officer.

There is a clear separation between the Chairman’s role and the Managing Director/Group Chief Executive Officer’s
role to ensure a division of responsibilities and a balance of control, power and authority.

The Chairman leads and manages the Board with a keen focus on governance and compliance. In turn, the Board
monitors the functions of the Board Committees in accordance with their respective terms of reference, to ensure
its own effectiveness, while the Managing Director/Group Chief Executive Officer manages the businesses and
operations of the Group and implements and develops the Board’s decisions, policies and strategies.

1.5 Senior Independent Non-Executive Director

The Board has identified Professor Tan Sri Lin See Yan as the Senior Independent Non-Executive Director of the
Board, to whom concerns relating to the Group may be conveyed by shareholders and other stakeholders.

All concerns relating to the Group can be conveyed to him via his electronic mail address at [email protected].

1.6 Board Meetings

The Board meetings for each financial year are scheduled before the end of the preceding financial year, to enable
the Directors to plan ahead and fit the year’s meetings into their own schedules. The Board meets on a scheduled
basis of at least four (4) times a year and has a formal schedule of matters specifically reserved for the Board to
decide in order to ensure that the direction and control of the Company firmly rests in its hands, for example strategic
financial and investment decisions. Additional or ad-hoc Board meetings can be convened as and when necessary.

During the financial year ended 31 December 2017, the Board met four (4) times and the details of the attendance of
the Board members are as follows:

Director Directorship Total Meetings Attended

Dato’ Seri Robert Tan Chung Meng Non-Independent Non-Executive 4/4


Chairman
Chan Cheu Leong Managing Director/Group Chief 4/4
Executive Officer
Giancarlo Maccagno Deputy Managing Director 4/4
Professor Tan Sri Lin See Yan Senior Independent Non-Executive 4/4
Director
Halim Bin Haji Din Independent Non-Executive Director 4/4
Tan Jian Hong, Aaron Non-Independent Non-Executive 4/4
Director

To facilitate productive and meaningful deliberations, the proceedings of the Board meetings are conducted in
accordance with a structured agenda with the supply of complete and timely information to enable the Board
to discharge their responsibilities effectively and for them to make informed decisions. The Board reviews and
deliberates on the Group’s financial performance and results, business operations, budgets, reports of the various
Board Committees, risks management, business plans, corporate exercises and strategic financials and investments
decisions.

In the intervals between Board meetings, any matters requiring urgent Board decisions and/or approvals will be
sought via circular resolutions which are supported with all the relevant information and explanations required for an
informed decision to be made.

44 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


GOVERNANCE

CORPORATE GOVERNANCE
OVERVIEW STATEMENT

1.7 Supply of Information

The Board is briefed on a timely manner on all major financial, operational and corporate matters. In order to maintain
confidentiality, meeting papers on issues or corporate proposals which are deemed highly confidential and sensitive,
would only be distributed to the Directors at the Board meeting itself.

The Board stresses on having timely reports and has full access to quality information which is not just historical or
bottom line and financial oriented but information that goes beyond assessing the quantitative performance of the
Group and other performance factors e.g. customer satisfaction, product and service quality, market share, market
reaction, environmental protection, etc.

The Directors have access to all information within the Company whether as a full Board or in their individual
capacity, in furtherance of their duties. Through regular Board meetings, the Board receives updates, written reports
and supporting/discussion documents on the development and business operations of the Group, as well as on
potential corporate exercises, proposals, mergers and acquisitions. Minutes of the respective Board Committees’
meetings are presented at Board meetings. The respective Board Committees’ Chairman will brief the Board on
major issues deliberated by each of the Board Committees.

The Board either collectively or individually is authorised to seek such independent professional advice as may be
considered necessary in furtherance of their duties at the expense of the Company.

The Directors also have access to the advice and services of its qualified Group Company Secretary in the course of
discharging their duties and responsibilities and in fulfilling their obligation to statutory requirements, the MMLR or
other rules and regulations, either as a full Board or in their individual capacity.

1.8 Group Company Secretary

Ms. Irene Woo Ying Pun, the Group Company Secretary of WSC is a Fellow Member of the Malaysian Institute of
Chartered Secretaries and Administrators (MAICSA) and also a Council Member of MAICSA. She heads the Group
Corporate Secretarial Department of WSC and is a member of the key senior management team of the WSC Group.
She was appointed to the position since 3 November, 2008.

Ms. Woo has more than 27 years of extensive relevant working experience in the corporate secretarial practice both
as the in-house Group Company Secretary for large public listed groups as well as in large professional consultancy
firms. She obtained her initial training of more than six years in Signet & Co. Sdn. Bhd, the Corporate Secretarial arm
of Messrs. Ernst & Young.

Ms. Woo does not hold any directorship and does not have any family relationship with any of the Directors or major
shareholders of WSC and has no conflict of interest whatsoever with WSC.

She ensures that the Group complies with the Companies Act, 2016, MMLR, Capital Markets & Services Act, 2007
and all relevant acts, rules, regulations, codes and guidelines of the relevant authorities and governmental/regulatory
bodies and their relevant updates and amendments from time to time. She assists the Board of Directors in overseeing
and advising on the relevant aspects of the regulatory, compliance and corporate governance matters of the Group.
She attends all meetings of the Board of Directors and all meetings of the Committees and Sub-Committees of the
Board and captures all discussions and deliberations thereat comprehensively and accurately in her minutes. Her
prompt and well written minutes and advices given to the members of the Board have so far assisted the Board of
Directors in making informed decisions as well as for the Management to promptly act on decisions approved by
the Board. The Board of Directors is satisfied with the competent performance and support rendered by the Group
Company Secretary in the discharge of their duties and functions as members of the Board.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 45


GOVERNANCE

CORPORATE GOVERNANCE
OVERVIEW STATEMENT

1.9 Appointments to the Board

The Nomination Committee is responsible for assessing and making recommendations on any new appointments to
the Board and its various Board Committees.

In making these recommendations, due consideration is given to the composition, objective criteria, required mix
of skills, expertise, knowledge, experience, professionalism and integrity that the proposed Directors shall bring to
complement the Board.

The Directors would notify the Chairman of the Board before accepting any new directorships and the expected time
to be spent on the new appointment.

1.10 Re-election of Directors

The Company’s Constitution provides that all the Directors shall retire at least once (1) in every three (3) years and
are eligible for re-election at each Annual General Meeting in compliance with the MMLR.

1.11 Board Committees

The Board delegates specific responsibilities to the respective Board Committees of the Board, each of which has
clearly defined terms of reference and its own functions, delegated roles, duties and responsibilities. The Board
reviews the functions and terms of reference of Board Committees from time to time to ensure that they are relevant
and updated in line with the MCCG 2017, the MMLR and other related policies or regulatory requirements.

The Board Committees have the authority to examine specific issues and report to the Board with their proceedings,
deliberations, findings and recommendations. The Board also reviews the minutes of the Board Committees’
meetings presented at Board meetings.

During Board meetings, the Chairman of the various Committees provide summary reports of the decisions and
recommendations made at the respective Board Committees’ meetings, and highlight to the Board on any further
deliberation and/or approval that is required at the Board level. The Board Committees shall deliberate and thereafter
recommend their decisions to the Board for its approval. The relevant decisions and recommendations of the Board
Committees are incorporated into the minutes of the Board meetings accordingly.

The Board has established three (3) principal Board Committees namely, Audit Committee, Nomination Committee
and Remuneration Committee. The Risk Management Committee is a sub-committee of the Audit Committee.

(a) Audit Committee

The composition of the Audit Committee comprises of non-executive Directors i.e. two (2) Independent Non-
Executive Directors and one (1) Non-Independent Non-Executive Director. The Terms of Reference, including the
duties and responsibilities of the Audit Committee are available on the Company’s website at www.wahseong.
com. A summary of activities of the Audit Committee in the discharge of its functions and duties for the financial
year ended 31 December 2017 are set out separately in the Audit Committee Report as laid out on pages 30 to
33 of this Annual Report.

(i) Risk Management Committee

The Risk Management Committee comprised of the Executive Directors; Heads of Finance, Group Internal
Audit and Heads of Business Units/Divisions. The Committee meets at least four (4) times a year to discuss,
assess, manage and mitigate risks associated with the respective Business Units and Divisions and the
Group as a whole. The Summarised Risk Registers compiled and confirmed by the respective Heads of the
Business Unit/Division and based on which WSC Group’s key risks are identified for monitoring. Potential
new investments are tabled to the Risk Management Committee for comprehensive risks assessment and
deliberation on the risks associated with the proposed investment before the said proposed investment is
tabled to the Finance and Investment Committee for review, evaluation and financing needs assessment
before tabling to the Audit Committee for their review and then to the Board for approval.

The Risk Management Committee has been expanded recently to cover the areas on Sustainability of the
WSC Group instead of having to establish a separate Sustainability Committee.

46 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


GOVERNANCE

CORPORATE GOVERNANCE
OVERVIEW STATEMENT

1.11 Board Committees (cont’d)

(b) Nomination Committee

The Nomination Committee (“NC”) has been established comprising exclusively of three (3) Non-Executive
Directors, a majority of whom are Independent Directors. The Terms of Reference, including the roles and
responsibilities of the Nomination Committee are available on the Company’s website at www.wahseong.
com. The activities of the Nomination Committee in the discharge of its duties for the financial year ended
31 December 2017 are set out on pages 37 to 40 of this Annual Report.

The Nomination Committee will conduct annual assessment of the Board’s effectiveness as a whole and
the contribution of each individual Director in every financial year using a set of customised self-assessment
questionnaires to be completed by the Directors. The results of the self-assessment by Directors and the Board’s
effectiveness as a whole as compiled by the Group Company Secretary will be tabled to the Board for review
and deliberation.

The Nomination Committee will also conduct the annual assessment on the Board Committees’ effectiveness
based on a set of questionnaires.

(c) Remuneration Committee

The Remuneration Committee has been established comprising mainly of Independent Non-Executive Directors
with the role of determining and recommending to the Board the remuneration of Executive Directors in all its
forms, drawing from outside advice where necessary. The Executive Directors play no part in decisions on their
own remuneration.

Determination of remuneration packages of Non-Executive Directors, including the Non-Executive Chairman is a


matter of the Board as a whole. The individuals concerned will abstain from discussion of their own remuneration.

The information on Remuneration Committee and its Terms of Reference including its functions are available on
pages 34 to 36 of this Annual Report.

The Remuneration Policy is available on the Company’s website at www.wahseong.com

1.12 Finance Committee

The Finance and Investment Committee (“FIC”) is chaired by the Managing Director/ Group Chief Executive Officer
and comprised of the Executive Directors, Head of Group Treasury, Head of Finance of the Industrial Services
Division and Chief Financial Officer of the Oil & Gas Division. The FIC meets quarterly or as and when required or at
such frequency as the Chairman may deem appropriate.

The FIC undertakes periodic review of the overall Group’s financial position with emphasis on group financial status
and financing requirements, summary update on forward contracts position, group cash flows and receivables. The
FIC also provides oversight of the investment functions of the Group to assist the Board of Directors in evaluating
new investments, acquisitions, joint ventures, divestments and any other corporate proposals (“Investment Related
Proposals”) in which the Group engages as its business strategy from time to time. The respective business units/
divisions strategic business activities and ventures are also updated at the FIC meetings.

Besides, the FIC also deliberates on the implication of the global economic sentiment and outlook on the Group’s
various business divisions and with this hindsight, actively reviews the overall business activities, capital expenditure
requirements and forex strategies.

Both the Risk Management Committee and the FIC have the responsibility of assessing and reviewing all Investment
Related Proposals.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 47


GOVERNANCE

CORPORATE GOVERNANCE
OVERVIEW STATEMENT

1.12 Finance Committee (cont’d)

Normally, the Risk Management Committee will perform the necessary risk assessment on the Investment Related
Proposals and thereafter recommend the same to the FIC for their review. The FIC will then consider and evaluate
the feasibility of the Investment Related Proposals by taking into account the comprehensive feasibility study,
due diligence reports, valuation reports and/or other relevant reports in accordance with the standard operating
procedures. A threshold limit of the value of the Investment Related Proposals is established to determine the
relevant approvals required. The value of the Investment Related Proposals of up to RM5.0 million will be approved
by the FIC and the Board of the investing company and thereafter to be endorsed by the Board of WSC. For value
of the Investment Related Proposals of above RM5.0 million, the approval must be sought from the Board of WSC
upon recommendation by the FIC.

1.13 Directors’ Training

All members of the Board have attended the Mandatory Accreditation Programme as required under the MMLR.

The Directors do and will undergo such similar or continuing training and education programmes from time to time to
equip and keep themselves abreast of the latest developments in order to discharge their duties and responsibilities
more effectively.

During the financial year under review, the Directors had participated in various programmes, courses and forums
which they have individually or collectively considered as relevant and useful in contributing to the effective discharge
of their duties as Directors.

The lists of training/courses attended by the respective Directors are tabled to the Board at the respective Board
Meetings held every quarter for the Board’s notation. Based on the results of the annual assessment of the individual
Directors and the Board’s effectiveness as a whole conducted by the Nomination Committee, the Board was satisfied
with the training/courses attended by the respective Directors and that they are well equipped and updated on the
industry knowledge and developments in enhancing their skills and in discharging their duties and responsibilities
effectively.

A brief description of the type of training/courses attended by the Directors for the financial year under review is as
set out below.

Director Date of Course/ Title of Training/Courses Attended


Name of Organiser

Dato’ Seri Robert 30 November 2017/ Directors’ Continuing Professional Development -


Tan Chung Meng IGB Corporation Berhad Malaysian Code on Corporate Governance 2017

Professor Tan Sri 6 & 7 March 2017/ Malaysia Competition Conference 2017: “Competition
Lin See Yan Competition Appeal Tribunal Law: Breaking Norms, Managing Change”
18 March 2017/ Sunway Leaders Conference
The Sunway Group
18 & 19 March 2017/ Harvard Alumni Association Conference
Harvard Club of Singapore
28 March 2017/ International Academic Advisory Council Meeting
Jeffrey Cheah Institute on
Southeast Asia
29 & 30 March 2017/ Asian Economic Panel Meeting
Jeffrey Cheah Institute on
Southeast Asia
27 April 2017/ Speak to senior students at the IGB International School
IGB International School

48 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


GOVERNANCE

CORPORATE GOVERNANCE
OVERVIEW STATEMENT

1.13 Directors’ Training (cont’d)

Director Date of Course/ Title of Training/Courses Attended


Name of Organiser

Professor Tan Sri 30 June 2017/ Guest Speaker at HSBC Private Banking Mid-Year
Lin See Yan HSBC Singapore Investment Outlook
4 & 5 July 2017/ Asian Shadow Financial Regulatory Committee Meeting
University of Korea
25 July 2017/ Speaker at the National Tax Conference
Lembaga Hasil Dalam
Negeri Malaysia and
Chartered Tax Institute of
Malaysia
1 August 2017/ Speaker at the Jeffrey Cheah Institute - Malaysian
Jeffrey Cheah Institute Economic Association Malaysia Series
12 August 2017/ Speaker at the 2017 Economic and Leadership Forum
London School of Economic
Students’ Union Malaysia
Club
25 August 2017/ 1st Session - Malaysian Economic Association Economic
Jeffrey Cheah Institute Seminar Series on “Revisiting the New Economic Model
(NEM) – Lags and Prospects.”
7 September 2017/ 3rd Session – Malaysian Economic Association Economic
Jeffrey Cheah Institute Seminar Series on “Revisiting the New Economic Model
(NEM) – Lags and Prospects.”
20 September 2017/ Global Pact for the Environment and the UN Sustainable
Columbia Center, USA Development Solutions Network (SDSN)

21 & 22 September 2017/ SDSN Leadership Council Meeting


Columbia Center, USA

27 & 28 September 2017/ Harvard President’s Global Advisory Council Meeting


Harvard Business School

2 & 3 October 2017/ Khazanah Megatrends Conference


Khazanah National Berhad
10 October 2017/ 30% Club Business Leaders Roundtable Meeting
Securities Commission
2 – 5 November 2017/ The Digital Collaboration and Transformation Conference
Silverlake, Spain (DCTx) 2017

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 49


GOVERNANCE

CORPORATE GOVERNANCE
OVERVIEW STATEMENT

1.13 Directors’ Training (cont’d)

Director Date of Course/ Title of Training/Courses Attended


Name of Organiser

Professor Tan Sri 21 & 22 November 2017/ 2nd Cambridge – Oxford – Sunway Biomedical
Lin See Yan Jointly organized by: Symposium – Stem Cells: From Biology to Therapy

(i) School of Clinical


Medicine, University of
Cambridge
(ii) Nuffield Department
of Medicine, Oxford
University
(iii) Sunway Medical Centre,
Sunway University
(iv) Jeffrey Cheah School
of Medicine and Health
Sciences, Monash
University Malaysia

Halim Bin Haji Din 18 May 2017/ Bank Negara Malaysia Compliance Conference 2017
Bank Negara Malaysia
12 July 2017/ Mid-Year Outlook 2017, Kuala Lumpur
BNP Paribas
13 July 2017/ Bank Negara Malaysia & PIDM Industry Seminar on
Bank Negara Malaysia Recovery and Resolution Planning in Malaysia
& Perbadanan Insurans
Deposit Malaysia (“PIDM”)
7 & 8 November 2017/ MIA Conference 2017
Malaysian Institute of
Accountants (“MIA”)

Chan Cheu Leong 9 January 2017/ 1H 2017 Market Outlook


AllianceDBS Research
18 January 2017/ Market Outlook Luncheon
Bank of Singapore
24 March 2017/ Bank Negara Malaysia’s 2016 Annual Report/Financial
Bank Negara Malaysia Stability and Payment Systems Report Briefing
25 April 2017/ 2nd Indonesia Investment Forum
Indonesia Embassy, Kuala
Lumpur
13 July 2017/ Fraud Risk Management Workshop
Bursa Malaysia Berhad
2 August 2017/ Market Insights Forum 2017
RHB Asset Management
3 August 2017/ Global Market Outlook 2017
Credit Suisse
11 September 2017/ National Clean Energy Forum 2017
Asian Strategy & Leadership
Institute

50 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


GOVERNANCE

CORPORATE GOVERNANCE
OVERVIEW STATEMENT

1.13 Directors’ Training (cont’d)

Director Date of Course/ Title of Training/Courses Attended


Name of Organiser

Chan Cheu Leong 1 November 2017/ Sustainability Summit Asia 2017


The Economist
24 November 2017/ In-House Talk on Sustainability Reporting – “What and
Wah Seong Corporation How to Disclose”
Berhad
30 November 2017/ Directors’ Continuing Professional Development -
IGB Corporation Berhad Malaysian Code on Corporate Governance 2017

Giancarlo 1 May 2017/ Offshore Technology Conference 2017


Maccagno Offshore Technology
Conference
24 November 2017/ In-House Talk on Sustainability Reporting – “What and
Wah Seong Corporation How to Disclose”
Berhad
30 November 2017/ Directors’ Continuing Professional Development -
IGB Corporation Berhad Malaysian Code on Corporate Governance 2017

Tan Jian Hong, 22 June 2017/ Global Markets Outlook 2017


Aaron UOB Malaysia Global
Markets
4 August 2017/ Market Outlook Seminar
Credit Suisse
30 November 2017/ Directors’ Continuing Professional Development -
IGB Corporation Berhad Malaysian Code on Corporate Governance 2017

2. DIRECTORS’ REMUNERATION

The remuneration of the Board Members is broadly categorised into those paid to Executive Directors and Non-Executive
Directors.

The Executive Directors are remunerated in cash and in kind by way of salary, performance bonus and other benefits and
entitlements; taking into consideration their experience, responsibilities, length of service, their individual performance
and contribution as well as the overall performance of the Group and the Company. Non-Executive Directors are paid
fees based on their experience and level of responsibilities.

The Remuneration Committee is responsible to make any recommendation to the Board on the remuneration package
and benefits extended to the Executive Directors; whereas, Non-Executive Directors’ remuneration is a matter to be
decided by the Board as a whole. The individual concerned must abstain from deliberations and voting on decisions in
respect of his individual remuneration.

The details of the remuneration of the Directors of the Company (including the remuneration for services rendered to
the Company as a Group) received from the Company and received on a group basis during the financial year ended
31 December 2017 are as follows:

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 51


GOVERNANCE

CORPORATE GOVERNANCE
OVERVIEW STATEMENT

2. DIRECTORS’ REMUNERATION (CONT’D)

Company

Salaries Benefits-in-kind
Directors’ and Other
Fees Emoluments Bonus Leave
(RM’000) (RM’000) (RM’000) Passage Others*

Dato’ Seri Robert Tan Chung Meng 80 12 - - 11


Halim Bin Haji Din 70 24 - - -
Professor Tan Sri Lin See Yan 60 24 - - -
Tan Jian Hong, Aaron 40 18 - - -
Chan Cheu Leong 40 2,037 420 94 51
Giancarlo Maccagno 40 8 - - -
330 2,123 420 94 62

Group

Salaries Benefits-in-kind
Directors’ and Other
Fees Emoluments Incentive** Bonus Leave
(RM’000) (RM’000) (RM’000) (RM’000) Passage Others*

Dato’ Seri Robert Tan


80 12 - - - 11
Chung Meng
Halim Bin Haji Din 70 24 - - - -
Professor Tan Sri
60 24 - - - -
Lin See Yan
Tan Jian Hong, Aaron 40 18 - - - -
Chan Cheu Leong 40 2,037 - 420 94 51
Giancarlo Maccagno 40 3,583 1,299 - 239 202
330 5,698 1,299 420 333 264

* Others under benefits-in-kind include motor vehicles, club subscription, etc.


** Please refer to Note 28 of the Financial Statements

3. TOP FIVE KEY SENIOR MANAGEMENT’S REMUNERATION

Pursuant to Practice 7.2 of the MCCG 2017, the Top Five Key Senior Management’s total remuneration inclusive of
salary, bonus, benefits in-kind and other emoluments in bands of RM50,000 are disclosed as follows:

Total

RM550,001 to RM600,000 1
RM750,001 to RM800,000 1
RM800,001 to RM850,000 1
RM1,000,001 to RM1,050,000 1
RM1,650,001 to RM1,700,000 1
Total 5

52 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


GOVERNANCE

CORPORATE GOVERNANCE
OVERVIEW STATEMENT

3. TOP FIVE KEY SENIOR MANAGEMENT’S REMUNERATION (CONT’D)

For purposes of security and to avoid poaching by other organisation, the names of the Top Five Key Senior Management
are withheld and the detailed remuneration of each of the individuals are not presented because the Board of Directors
is of the opinion that such information will not add significant value and understanding towards the evaluation of the
Company’s standard of Corporate Governance.

4. SHAREHOLDERS AND INVESTORS

4.1 Effective Communications Policy

Besides the various announcements and disclosures including information on the quarterly and annual results
released to Bursa Malaysia Securities Berhad, the Board maintains an effective communications policy that enables
the Board (in particular the Executive Board Members) to communicate effectively with its shareholders, stakeholders
and the public in general.

As part of the Group’s commitment towards having an effective investor relations and shareholders’ communication
policy, the following have been established:

a) an interactive and dedicated website for the Group which can be accessed by the public at large at
www.wahseong.com.

b) the Company’s Investor Relations and Communications Department attends to the Group’s communication
needs and whenever required, the services of an external public relations firm will be engaged to promote
the Group’s image and to create greater public awareness of the Group’s products and services aside from
fostering and maintaining closer relations with the press and other members of the media.

c) Internally, the Group Corporate Secretarial Department headed by the Group Company Secretary maintains
most of the official correspondences with the various authorities.

d) the Annual General Meeting provides an additional forum for shareholders’ interaction and feedback with the
Company.

e) Media and Analyst Briefings are held by the Company to explain any major corporate exercises and/or to
discuss the financial performance of the Group from time to time.

4.2 Dialogue between the Company and Investors

The Board values feedback and dialogues with its investors. The Company will hold open discussions with investors
upon written request. Analyst Briefings are periodically held to introduce and update the investors on the Company’s/
the Group’s undertakings and financial performance from time to time.

In this respect, the Board and the Company shall ensure that any information sought is disseminated in strict
adherence to the disclosure requirements under the MMLR.

The Company’s website at www.wahseong.com contains vital information concerning the Group. All investors are
encouraged at all times to log on and visit the Company’s website to be informed of the latest happenings and
detailed information of the Group and all the announcements made to Bursa Malaysia Securities Berhad.

4.3 Annual General Meeting

The Annual General Meeting (“AGM”) is one of the platforms for the Company’s shareholders to meet and exchange
views with the Board.

An open Question and Answer Session will be held whereby any shareholder may seek further details and clarification
regarding any proposed resolutions as well as matters relating to the Group’s businesses and affairs.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 53


GOVERNANCE

CORPORATE GOVERNANCE
OVERVIEW STATEMENT

4.3 Annual General Meeting (cont’d)

The Chairman and the other members of the Board together with Management and the Company’s External Auditors
will be in attendance to provide explanations to all shareholders’ queries.

Pursuant to Paragraph 8.29A(1), Chapter 8 of the MMLR, any resolution set out in the notice of any general meeting,
or in any notice of resolution which may properly be moved and is intended to be moved at any general meeting, is
required to be voted by poll.

At least one (1) scrutineer will be appointed to validate the votes cast at the general meeting. Such scrutineer must
be independent of the person undertaking the polling process.

A summary of the key matters discussed at the AGM will be published on the Company’s website as soon as
practicable after the conclusion of the AGM.

5. ACCOUNTABILITY AND AUDIT

5.1 Financial Reporting

The Board aims to provide and present a balanced and meaningful assessment of the Group’s financial position,
performance and prospects at the end of the financial year primarily through the audited financial statements, annual
report as well as the quarterly announcements of results to shareholders.

The Board is responsible for ensuring that the financial statements prepared are drawn up in accordance with the
provisions of the Companies Act, 2016 and applicable approved accounting standards in Malaysia. In presenting the
financial statements, the Company has used appropriate accounting policies, consistently applied and supported
by reasonable and prudent judgements and estimates. The Board assisted by the Audit Committee, oversees the
financial reporting processes and the quality of the financial reporting by the Group. The Audit Committee scrutinises
information prior to their disclosure to ensure their timeliness, accuracy and adequacy. The quarterly financial results
and audited financial statements were reviewed by the Audit Committee and approved by the Board before being
released to Bursa Malaysia Securities Berhad.

The Statement of Directors’ Responsibility in respect of the audited financial statements of the Company and the
Group is set out on page 62 of this Annual Report.

5.2 Internal Control

The Board has overall responsibility for maintaining a sound system of internal control, which encompasses risk
management, financial, organisational, operational and compliance controls necessary for the Group to achieve its
objectives within an acceptable risk profile.

These controls can only provide reasonable but not absolute assurance against material misstatement, errors of
judgment, loss or fraud.

Information on the Group’s Internal Control is as set out in the Statement on Risk Management and Internal Control
on pages 59 to 61 of this Annual Report.

The establishment of an Internal Audit Department since the Group first commenced operations followed by the
formation of the Risk Management Committee in 2009 are testimony of the dedication and commitment that the
Board and the Company have in identifying and mitigating potential risks which affect the Group.

5.3 Principles of Business Conduct and Whistle-Blowing Policy

The Board is committed to achieving and maintaining high ethical standards with regards to behavior at work and
hence the Principles of Business Conduct are established. The Principles of Business Conduct of the Group is a
formal document which sets out the guiding principles and standards in which the employees and Directors shall
adhere to in conducting the day to day duties and operations.

54 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


GOVERNANCE

CORPORATE GOVERNANCE
OVERVIEW STATEMENT

5.3 Principles of Business Conduct and Whistle-Blowing Policy (cont’d)

In conjunction with the above, the Company has also disseminated its Whistle Blowing Policy and Procedures by
which an employee or stakeholder can report or disclose in good faith, through the established channel, genuine
concerns about unethical behaviour, malpractice, illegal act or failure to comply with regulatory requirements.

The Principles of Business Conduct and procedures of the Whistle Blowing Policy, in raising such genuine concerns
to the established channels are available on the Company’s website at www.wahseong.com.

5.4 Relationship with Auditors

The Board has established a formal and transparent relationship with the External Auditors appointed by the
Company and its subsidiaries within its fold.

The External Auditors are invited to attend the Audit Committee Meeting where the Group’s annual financial results
are considered, as well as at meetings to review and discuss the Group’s audit findings, internal controls and
accounting policies, whenever the need arises.

For the financial year under review, the Audit Committee had two (2) meetings with the External Auditors without
the presence of Management, which has encouraged a greater exchange of independent, frank views and opinions/
dialogue between both parties.

The Audit Committee obtains written confirmation from the External Auditors on their independence throughout their
terms of engagement for the financial year in compliance with the requirements of the relevant professional and
regulatory bodies and/or authorities.

The Board also reviews the External Auditors’ annual audit plan and scope of work for each of the financial years
and the External Auditors’ audit review on the financial statements for each of the financial years together with their
audit report.

The Annual Assessment Form for External Auditors is established to assess the annual performance of the External
Auditors by the Audit Committee. During the financial year under review, the Audit Committee had reviewed the
independence of the External Auditors’ by taking into consideration among other factors, the following:-

• rotation of the External Audit Partner-in-charge once in every five years in accordance with the relevant laws and
requirements; and
• the professionalism, openness in communication and interaction with the External Auditors through private
discussions which had demonstrated their independence.

The Audit Committee also assessed the suitability of the External Auditors by taking into consideration among other
factors, the following:-

• size, sufficiency of the allocated resources and geographical coverage of the external audits being conducted;
• calibre, competency, requisite skills and expertise, including industry knowledge of the audit team to effectively
audit the Company and the Group that meet the requirements;
• adequacy of audit scope and plan to address the accounting risks, audit risk and financial reporting risks faced
by the Company and the Group;
• quality and effectiveness of the audit services provided by the External Auditors; and
• the External Auditors met their performance targets as expected of them.

Based on the results of the annual assessment on External Auditors carried out during the financial year under
review, the Audit Committee was satisfied with the independence and suitability of the External Auditors and hence
had recommended the re-appointment of the External Auditors for the Board’s consideration.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 55


GOVERNANCE

CORPORATE GOVERNANCE
OVERVIEW STATEMENT

5.4 Relationship with Auditors(cont’d)

The Board, upon the recommendation of the Audit Committee, concurred on the suitability and independence of the
External Auditors and had therefore agreed to table the resolution for the re-appointment of the External Auditors to
the Shareholders’ at the forthcoming 18th AGM for their approval.

Further information on the role of the Audit Committee with the External Auditors is stated in the Audit Committee
Report on pages 30 to 33 of this Annual Report.

5.5 Internal Audit Function

The Board has established an Internal Audit Function for the Group to review the adequacy of financial and
operational controls so as to provide reasonable assurance that such system continues to operate satisfactorily
and effectively in the Group and to add value and improve the Group’s operations by providing independent and
objective assurance.

The Internal Audit Function of the Group is performed in-house. It focused on:

(a) reviewing the adequacy and effectiveness of key controls.

(b) compliance to established policies and procedures as well as relevant statutory requirements.

(c) recommending improvements to existing procedures and policies in order to improve financial and operational
efficiency and effectiveness within the Group and the Company.

(d) performing special reviews requested by Management and/or the Audit Committee.

The Head, Group Internal Audit reports directly to the Audit Committee. The Internal Audit Function of the Group is
independent of the activities they audit and the audit reviews are performed with impartiality, proficiency and due
professional care.

The Board and/or the Audit Committee determines the general direction or remits of the Internal Audit Function,
which encompasses its main role, that is to evaluate risk and monitor the effectiveness of the Group’s system of
internal controls, consistent with the standards developed by the internal audit profession.

The Internal Audit Function is competently and adequately resourced and independently positioned to assist the
Board and the Audit Committee in obtaining the assurance they require regarding the effectiveness of the Group’s
system of internal controls.

Further details of the activities of the Internal Audit Function are set out in the Statement on Risk Management and
Internal Control on pages 59 to 61 of this Annual Report.

6. CORPORATE RESPONSIBILITY

Throughout 2017, the Group has undertaken various initiatives to create a positive and momentous impact on the lives
of others, within the community and the environment in which it operates, as set out in the Sustainability Statement on
pages 8 to 17 of this Annual Report.

7. SUSTAINABILITY

The Company has come a long way from a medium sized Malaysian enterprise to where the Group is today. It is through
resilience and fortitude that the Group has been growing from strength to strength, meeting challenges along the way
and succeeding in branching further aloft. As at today, the Group is a significant player in its core businesses and is
sustaining growth on the global business landscape.

56 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


GOVERNANCE

CORPORATE GOVERNANCE
OVERVIEW STATEMENT

7. SUSTAINABILITY (CONT’D)

The Company develops, implements and maintains sound management systems for sustainable development and
growth that drive continual improvement. While maintaining sustainable growth, the Company is committed to create
an open, diverse, friendly and safe workplace which is part of the Group’s core values. Besides, the Company places
utmost priority and is fully committed to its Health, Safety and Environment policy and objectives with the aim of ensuring
health and safety of our people as well as protection of the environment that the Group operates in by promoting
and improving the health and welfare of the workforce, maintaining an accident-free work environment, eliminating
occupational injuries, preventing pollutions by reducing carbon footprint, preventing wastages by promoting the efficient
use of resources, recycling initiatives, optimising the use of natural resources and conserving energy.

The Group is dedicated in supporting the local communities within which it operates and through its corporate
responsibility programmes, the Company will continue to implement initiatives to contribute back to the society and
local communities.

A separate Statement on Sustainability is as set out on pages 8 to 17 of this Annual Report.

8. CORPORATE DISCLOSURE POLICIES AND PROCEDURES

The Board has established a Corporate Disclosure Policies and Procedures aiming at effectively handling and
disseminating the corporate information timely and accurately to its shareholders, stakeholders, potential investors and
the public in general as required by Bursa Malaysia Securities Berhad.

The Corporate Disclosure Policies and Procedures are available on the Company’s website at www.wahseong.com.

9. CORPORATE GOVERNANCE REPORT

Please refer to the Company’s Corporate Governance Report on the extent of the Company and its Group’s application
and compliance with the MCCG 2017 and the relevant explanations for the deviations which can be downloaded from
the Company’s website at www.wahseong.com.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 57


GOVERNANCE

ADDITIONAL
COMPLIANCE INFORMATION

1. UTILISATION OF PROCEEDS RAISED FROM CORPORATE PROPOSALS

There are no proceeds raised from corporate proposals during the financial year ended 31 December 2017.

2. RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE AND PROVISION OF


FINANCIAL ASSISTANCE

The details of significant recurrent related party transactions conducted during the financial year ended
31 December 2017 pursuant to the shareholders’ mandate are disclosed in the Summary of Significant Recurrent
Related Party Transactions as set out on pages 191 to 192 of this Annual Report.

3. MATERIAL CONTRACTS

There are no material contracts (not being contracts entered into in the ordinary course of business), entered into by
the Company and its subsidiaries, involving the interests of the Directors, Chief Executive who is not a Director or major
shareholders during the financial year ended 31 December 2017.

4. AUDIT AND NON-AUDIT FEES

(a) The amount of audit fees paid and payable to the Company’s External Auditors i.e. PricewaterhouseCoopers PLT
Malaysia (“PwC”) for the services rendered to the Company and the Group for the financial year under review are
RM88,000 and RM1,077,000 respectively.

(b) The amount of non-audit fees paid and payable to PwC and its affiliates for the services rendered to the Company
and the Group for the financial year under review are RM14,000 and RM3,379,000 respectively.

(c) The summary of the aforesaid audit and non-audit fees for the services rendered to the Company and the Group for
the financial year under review are as follows:

Company Group
(RM) (RM)

Audit Fees 88,000 1,077,000


Non-Audit Fees* 14,000 3,379,000
Total 102,000 4,456,000

* Included in fees for non-audit services are fees payable to PwC for the Company and the Group of RM14,000
and RM577,000 respectively.

58 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


GOVERNANCE

STATEMENT ON RISK MANAGEMENT


AND INTERNAL CONTROL

BOARD RESPONSIBILITY

The Board of Directors (“Board”) recognises the importance of sound risk management and internal control practices for
good corporate governance. The Board affirms its responsibility for ensuring the Group’s system is able to adequately and
effectively manage significant risks.

The Group has in place an ongoing process for identifying, evaluating and managing significant risks through a framework
which includes a reporting structure. This is supported through a Risk Management Committee (“RMC”) that meets regularly,
receiving risk management updates and taking necessary actions to ensure that risks are managed within the acceptance
levels of the company within which they reside.

The Group’s system of internal control is designed to manage and control risks appropriately, rather than eliminate the risk
of failure to achieve business objective. Due to the inherent limitations in all control systems, these control systems can only
provide reasonable and not absolute assurance.

The Board has received reports from the RMC that the Group’s risk management and internal control system is operating
adequately and effectively in all material aspects based on the existing risk management and internal control system of the
Group.

Based on the reports received from the RMC and the assurance reports from various sources (including both internal and
external auditors), the Board is of the view that the system of risk management and internal control in place for the year under
review and up to the date of issuance of this Annual Report is adequate and effective to safeguard shareholders’ interest in
the Group, interest of customers, regulators, employees and the Group’s assets.

In addition, the Board also received assurance from the Group Chief Executive Officer, Chief Financial Officer of the Oil &
Gas Division and Head, Finance, Industrial Services Division that the Group’s risk management and internal control system
is operating adequately and effectively in all material aspects, based on the risk management model adopted by the Group.

RISK MANAGEMENT COMMITTEE

The RMC being the sub-committee of the Audit Committee was established by the Board towards ensuring a sound system
of risk management and control framework is embedded into the culture, processes and structures of the Group. The RMC
provides oversight on the effectiveness of the Group’s policies and processes in identifying, evaluating and managing the
Group’s risks.

The RMC is headed by the Deputy Managing Director and made up of the Heads/CEOs of the Group’s business divisions.

The principal responsibilities of the RMC includes:

• Reviewing the Group Risk Management Policy and Framework, as and when necessary, for approval by the Audit
Committee and the Board;
• Ensuring that the processes to identify, assess, treat, monitor and report on all material business risks are functioning as
designed;
• Reviewing risk reports of the Business Division/Units;
• Providing guidance and direction to the Business Units on the adequacy and effectiveness of internal control system for
the identification and mitigation of material business risks; and
• Establishing procedures for the identification of and compliance with relevant laws, licensing and regulatory requirements.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 59


GOVERNANCE

STATEMENT ON RISK MANAGEMENT


AND INTERNAL CONTROL

KEY ELEMENTS AND PROCESSES ON RISK MANAGEMENT AND INTERNAL CONTROLS

The key elements and processes that have been established in reviewing the adequacy and effectiveness of the risk
management and internal control system include the following:-

RISK MANAGEMENT

The risk management framework, which is embedded in the management system of the Group, clearly defines the authority
and accountability in implementing the risk management process and internal control system. The Management assists the
Board in implementing the process of identifying, evaluating and managing significant risks applicable to their respective
areas of business and in formulating suitable internal controls to mitigate and control these risks.

The business development team is responsible for assessing and evaluating the feasibility and risk impact the prospective
investments would have on the Group. For ongoing business operation, the Management is required to identify and document
all possible risks that can affect their achievement, taking into consider the effectiveness of controls that are capable of
mitigating such risk.

During the quarterly meeting, the significant risk of business units were presented to the RMC for their deliberation.

INTERNAL AUDIT FUNCTION

The Internal Audit Function reports directly to the Audit Committee (“AC”). The responsibility of the Internal Audit Function
is to evaluate the adequacy and effectiveness of risk management, control, governance processes, report on inadequacies
and make recommendations for improvements. Follow-up reviews are undertaken on audit observations to ensure that
management actions have been effectively implemented or that senior management has accepted the risk of not taking action.
The results and conclusions noted from these engagements are tabled at the Audit Committee Meetings for deliberation. The
annual internal audit plan is reviewed and approved by the AC.

The Internal Audit Function is in conformance with the Definition of Internal Auditing, the Code of Ethics and the International
Standards for the Professional Practice of Internal Auditing, which are issued by The Institute of Internal Auditors.

OTHER KEY ELEMENT ON INTERNAL CONTROL SYSTEM

Internal control processes which are embedded for effective Group’s operations includes:

• Clear organisational structure and financial authorisation limits are clearly defined;
• Group policies, including Principles of Business Conduct and Whistle Blowing Policy and Standard Operating Procedures
to ensure compliance with internal controls, relevant laws and regulations;
• Annual business plans of all Business Units are reviewed and approved by the respective Divisional Executive Committee;
• Group budgets are reviewed and approved by the Board;
• Regular Executive Committee meetings at Business Units are held to review the operational and key performance
indicators against the approved budget;
• Utilisation of contract tendering and evaluation process for large projects; and
• Weekly report on Group’s cash position is monitored by Group Treasury.

Periodic site visits to operating units are undertaken by the members of the Executive Committee and/or the members of the
Board whenever deemed appropriate.

The Group’s system of risk management and internal control applies principally to Wah Seong Corporation Berhad and its
subsidiaries. Associate companies and joint ventures have been excluded because the Group does not have full management
control and/or majority Board representation.

60 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


GOVERNANCE

STATEMENT ON RISK MANAGEMENT


AND INTERNAL CONTROL

RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK

The RMC principally develops, executes and maintains the risk management system to ensure that the Group’s corporate
objectives and strategies are achieved within the acceptable risk appetite of the Group. Its reviews cover responses to
significant risks identified including non-compliance with applicable laws, rules, regulations and guidelines, changes to
internal controls and management information systems, and output from monitoring processes as well as continual review
process of identified risks and effectiveness of mitigation strategies and controls.

Risk Management and Internal Control Framework Diagram

Step 1: Establish the Context


• Key objectives for risk management
• Risk Appetite

Communication and Consultation


Review and Monitoring

Step 5: Risk Treatment


Step 2: Risk Identification
• Accept
• Identify internal and
• Avoid
external significant risk
• Transfer
• Recognise risk areas
• Reduce Likelihood and/
• Risk Categories
or Impact

Step 4: Risk Evaluation Step 3: Risk Assessment


• Evaluate acceptable or • Gross Risk Assessment
unacceptable risks • Net Risk Assessment
• Prioritise risks for • Likelihood, Impact and
treatment Risk Matrix

REVIEW OF THIS STATEMENT

As required by Paragraph 15.23, Chapter 15 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad,
the external auditors have reviewed this Statement on Risk Management and Internal Control. Their limited assurance review
was performed in accordance with Audit and Assurance Practice Guide (“AAPG”) 3 issued by the Malaysian Institute of
Accountants. AAPG 3 does not require the external auditors to form an opinion on the adequacy and effectiveness of the risk
management and internal control systems of the Group.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 61


GOVERNANCE

STATEMENT OF
DIRECTORS’ RESPONSIBILITY

The Directors are responsible for ensuring that the annual audited financial statements of the Group and the Company
are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards,
the requirements of the Companies Act, 2016 in Malaysia and the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad.

The Directors are also responsible for ensuring that the annual audited financial statements of the Group and the Company
are prepared with reasonable accuracy from the accounting records of the Group and the Company so as to give a true
and fair view of the state of affairs of the Group and the Company as at 31 December 2017, and of the results of their
operations and cash flows for the financial year ended on that date.

In preparing the annual audited financial statements, the Directors have applied the appropriate and relevant accounting
policies on a consistent basis; made judgements and estimates that are reasonable and prudent; and prepared the annual
audited financial statements on a going concern basis.

The Directors are also responsible for taking reasonable steps to safeguard the assets of the Group and the Company to
prevent and detect fraud and other irregularities.

62 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL
STATEMENTS
Directors’ Report 64

Statement by Directors 69

Statutory Declaration 69

Independent Auditors’ Report 70

Statements of Financial Position 75

Statements of Profit or Loss 77

Statements of Other Comprehensive Income 78

Consolidated Statement of Changes in Equity 79



Company Statement of Changes in Equity 81

Statements of Cash Flows 82

Notes to the Financial Statements 86


FINANCIAL STATEMENTS

DIRECTORS’
REPORT

The Directors hereby submit their report and the audited financial statements of the Group and of the Company for the
financial year ended 31 December 2017.

PRINCIPAL ACTIVITIES

The principal activities of the Company are investment holding and provision of management services to its subsidiaries.

The principal activities of the Group consist of specialised pipe coating and corrosion protection services; Engineering,
Procurement and Construction (“EPC”) of gas compressors and process equipment; renewable energy and infrastructure
materials and services.

There have been no significant changes in the nature of these activities during the financial year.

FINANCIAL RESULTS

Group Company
RM’000 RM’000

Net profit for the financial year attributable to:


- Owners of the Company 113,021 20,916
- Non-controlling interests 1,622 -
Net profit for the financial year 114,643 20,916

DIVIDENDS

No dividends paid or declared since the end of the previous financial year.

In respect of financial year ended 31 December 2016:

On 30 August 2016, the Directors declared a first interim single tier cash dividend of 0.5 sen per share, amounting to a net
dividend payment of RM3,863,955, paid on 5 October 2016.

The Directors do not recommend the payment of any final dividend in respect of the financial year ended 31 December 2017.

64 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

DIRECTORS’
REPORT

RESERVES AND PROVISIONS

All material transfers to or from reserves and provisions during the financial year are shown in the financial statements.

ISSUE OF SHARES AND DEBENTURES

The Company did not issue any shares and debentures during the financial year.

TREASURY SHARES

During the financial year, the Company has not purchased any of its issued share capital from the open market on
Bursa Malaysia Securities Berhad (“Bursa Malaysia”).

As at 31 December 2017, the number of treasury shares held by the Company was 2,097,338 shares.

Details of the treasury shares are set out in Note 26 to the financial statements.

DIRECTORS

The Directors in office during the financial year and during the period from the end of the financial year to the date of this
report are:

Dato’ Seri Robert Tan Chung Meng


Chan Cheu Leong
Giancarlo Maccagno
Halim Bin Haji Din
Professor Tan Sri Lin See Yan
Tan Jian Hong, Aaron

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 65


FINANCIAL STATEMENTS

DIRECTORS’
REPORT

DIRECTORS’ INTERESTS

According to the Register of Directors’ Shareholdings required to be kept under Section 59 of the Companies Act, 2016,
none of the Directors who held office at the end of the financial year held any shares or debentures in the Company or its
subsidiaries during the financial year except as follows:

Number of ordinary shares


As at As at
1.1.2017 Acquired Disposed 31.12.2017

The Company

Dato’ Seri Robert Tan Chung Meng


- direct interest 11,601,308 - - 11,601,308
- deemed interest #
310,511,267 - - 310,511,267

Chan Cheu Leong


- direct interest 19,990,651 - - 19,990,651
- deemed interest* 40,632,627 - - 40,632,627

Giancarlo Maccagno
- direct interest 16,537,177 - - 16,537,177

By virtue of his interests of more than 15% in the shares of the Company, Dato’ Seri Robert Tan Chung Meng is deemed to
be interested in the shares of all the subsidiaries to the extent that the Company has an interest.

# Deemed interest held through Wah Seong Enterprises Sdn. Bhd. (“WSE”), Wah Seong (Malaya) Trading Co. Sdn. Bhd.
(“WST”) and Tan Kim Yeow Sendirian Berhad (“TKYSB”) pursuant to Section 8 of the Companies Act, 2016 (“the Act”).
* Deemed interest held through Midvest Asia Sdn. Bhd. pursuant to Section 8 of the Act and includes interests of his
spouse and children.

DIRECTORS’ BENEFITS

Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than the
benefits shown under Directors’ Remuneration in Note 42 and related party transaction in Note 40) by reason of a contract
made by the Company or by a related corporation with the Director or with a firm of which the Director is a member, or with
a company in which the Director has a substantial financial interest.

Neither during nor at the end of the financial year was the Company or any of its subsidiaries a party to any arrangements
whose object was to enable the Directors to acquire benefits by means of the acquisition of shares in, or debentures of,
the Company or any other body corporate.

DIRECTORS’ REMUNERATION

Details of Directors’ remuneration are set out in Note 42 to the financial statements.

66 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

DIRECTORS’
REPORT

INDEMNITY GIVEN TO DIRECTORS AND OFFICERS

During the financial year, the total amount of indemnity coverage and insurance premium paid for the Directors and officer of
the Group and the Company was RM96,900.

OTHER STATUTORY INFORMATION

(a) Before the financial statements of the Group and of the Company were prepared, the Directors took reasonable steps:

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of
allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and that
adequate allowance had been made for doubtful debts; and

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

(b) At the date of this report, the Directors are not aware of any circumstances:

(i) which would render the amounts written off for bad debts or the amount of the allowance for doubtful debts
inadequate to any substantial extent; or

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

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

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

(i) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year
which secures the liabilities of any other person; and

(ii) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.

(d) No contingent or other liability of any company in the Group has become enforceable or is likely to become enforceable
within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may
affect the ability of the Company and its subsidiaries to meet their obligations as and when they fall due.

(e) At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the
financial statements of the Group and of the Company which would render any amount stated in the respective financial
statements misleading.

(f) In the opinion of the Directors:

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

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

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 67


FINANCIAL STATEMENTS

DIRECTORS’
REPORT

SUBSIDIARIES

Details of subsidiaries are set out in Note 7 to the financial statements.

AUDITORS’ REMUNERATION

Details of auditors’ remuneration are set out in Note 33 to the financial statements.

AUDITORS

The auditors, PricewaterhouseCoopers PLT (LLP0014401-LCA & AF 1146), have expressed their willingness to accept
re-appointment as auditors.

PricewaterhouseCoopers PLT (LLP0014401-LCA & AF 1146) was registered on 2 January 2018 and with effect from that
date, PricewaterhouseCoopers (AF 1146), a conventional partnership was converted to a limited liability partnership.

This report was approved by the Board of Directors on 6 April 2018. Signed on behalf of the Board of Directors:

CHAN CHEU LEONG HALIM BIN HAJI DIN


DIRECTOR DIRECTOR

Kuala Lumpur

68 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

STATEMENT
BY DIRECTORS
PURSUANT TO SECTION 251(2) OF THE COMPANIES ACT, 2016

We, Chan Cheu Leong and Halim Bin Haji Din, two of the Directors of Wah Seong Corporation Berhad, do hereby state that,
in the opinion of the Directors, the accompanying financial statements set out on pages 75 to 190 are drawn up so as to give a
true and fair view of the financial position of the Group and the Company as at 31 December 2017 and financial performance
of the Group and the Company for the financial year ended 31 December 2017 in accordance with the Malaysian Financial
Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 2016 in
Malaysia.

Signed on behalf of the Board of Directors in accordance with a resolution of the Directors dated 6 April 2018.

CHAN CHEU LEONG HALIM BIN HAJI DIN


DIRECTOR DIRECTOR

Kuala Lumpur

STATUTORY
DECLARATION
PURSUANT TO SECTION 251(1) OF THE COMPANIES ACT, 2016

I, Ramanathan A/L P.R. Singaram, the officer primarily responsible for the financial management of Wah Seong Corporation
Berhad, do solemnly and sincerely declare that, the financial statements set out on pages 75 to 190 are, to the best of my
knowledge and belief, 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.

RAMANATHAN A/L P.R. SINGARAM

Subscribed and solemnly declared by the abovenamed at Kuala Lumpur in the Federal Territory on 6 April 2018.

Before me:

S. ARULSAMY (W.490)
COMMISSIONER FOR OATHS

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 69


FINANCIAL STATEMENTS

INDEPENDENT
AUDITORS’ REPORT
TO THE MEMBERS OF WAH SEONG CORPORATION BERHAD

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Our opinion

In our opinion, the financial statements of Wah Seong Corporation Berhad (“the Company”) and its subsidiaries (“the
Group”) give a true and fair view of the financial position of the Group and of the Company as at 31 December 2017, and of
their financial performance and their cash flows for the year then ended in accordance with Malaysian Financial Reporting
Standards, International Financial Reporting Standards and the requirements of the Companies Act, 2016 in Malaysia.

What we have audited

We have audited the financial statements of the Group and of the Company, which comprise the statements of financial
position as at 31 December 2017 of the Group and of the Company, and the statements of profit or loss, statements of other
comprehensive income, statement of changes in equity and statements of cash flows of the Group and of the Company for
the year then ended, and notes to the financial statements, including a summary of significant accounting policies, as set out
on pages 75 to 190.

Basis for opinion

We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on
Auditing. Our responsibilities under those standards are further described in the “Auditors’ responsibilities for the audit of the
financial statements” section of our report.

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

Independence and other ethical responsibilities

We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and
Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’
Code of Ethics for Professional Accountants (“IESBA Code”), and we have fulfilled our other ethical responsibilities in
accordance with the By-Laws and the IESBA Code.

Our audit approach

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements of Group and the Company. In particular, we considered where the directors made subjective judgements; for
example, in respect of significant accounting estimates that involved making assumptions and considering future events
that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls,
including among other matters, consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial
statements as a whole, taking into account the structure of the Group and of the Company, the accounting processes and
controls, and the industry in which the Group and the Company operate.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the Group and of the Company for the current year. These matters were addressed in the context of our audit
of the financial statements of the Group and of the Company as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.

70 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

INDEPENDENT
AUDITORS’ REPORT
TO THE MEMBERS OF WAH SEONG CORPORATION BERHAD

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

Key audit matters (continued)

Key audit matters How our audit addressed the key audit matters

Impairment assessment for goodwill of CGU A and


CGU B

Refer to Note 13 ‘Goodwill and Other Intangible Assets’ and We performed the following audit procedures to evaluate
Note 3(a) ‘Critical Accounting Estimates and Judgements’. management’s methodology and assumptions used in the
VIU for each CGU:
As at 31 December 2017, the Group’s goodwill is allocated
to CGU A, representing Specialised Pipe Coating and • Compared forecast revenues to approved budgets
Corrosion Protection Services and CGU B, representing and current order books;
EPC, fabrication and rental of gas compressors and process • Compared revenue growth rate to historical track
equipment which totalled RM77.2 million and RM66.0 million records and external market trends; and
respectively. Goodwill is required to be assessed annually • Compared future sales and costs to approved budgets
for impairment. and historical performance.

We focused on this area due to the size of the goodwill, We engaged PwC valuation specialists to evaluate the
which was RM143.2 million as at 31 December 2017, and appropriateness of the methodology and the discount rates
because the directors’ assessment of the ‘value in use’ used by management for CGU A and CGU B. This involved
(“VIU”) of the Group’s CGUs involves estimates about the consideration of inputs from comparable industries and
future cash flows and the discount rates applied to future peer companies.
cash flow forecasts. In addition, the recoverable amounts are
We also considered the adequacy of the disclosures made
sensitive to changes and subject to estimation uncertainty.
in the financial statements on key assumptions and the
The key assumptions of the VIU calculation and details of sensitivity analysis for the respective CGU. We considered
the management’s impairment test are disclosed in the the sensitivity of the recoverable amount of CGU A and
consolidated financial statements. CGU B by varying the key assumptions within reasonably
possible ranges.

Impairment assessment for property, plant and


equipment (“PPE”) in the Oil and Gas Industry

Refer to Note 4 ‘Property, Plant and Equipment’ and Note We performed the following audit procedures:
3(c) ‘Critical Accounting Estimates and Judgements’.
• Reviewed the Group’s process for identifying trigger
The market conditions for the oil and gas sector in 2017 saw events for potential impairment on selected assets;
slow recovery which affected the utilisation of the Group’s • Evaluated management’s assumptions such as
property, plant and equipment. Significant judgement is utilisation and plans to understand the basis for the
required to ascertain the future utilisation levels which are cash flow projections arising from the use of the
dependent on market outlook, operating levels and the assets which had impairment indicators;
competitive landscape. In 2017, the Group impaired RM72.8 • Corroborated management’s assumptions to historical
million of PPE as shown in the consolidated financial usage pattern, past customer demands, market
statements. In estimating the impairment, management outlook and the impact of technology obsolescence
considered cost of repair, scrap value and the specialised for PPE; and
nature of the assets. • Obtained the assistance of PwC valuation specialists
to assess the appropriateness of discount rates used
in the cash flow projections, by considering inputs
from comparable industries and peer companies.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 71


FINANCIAL STATEMENTS

INDEPENDENT
AUDITORS’ REPORT
TO THE MEMBERS OF WAH SEONG CORPORATION BERHAD

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

Key audit matters (continued)

Key audit matters How our audit addressed the key audit matters

Impairment assessment on investments in associates


and joint venture

Refer to Note 8 ‘Investment in Associates’, Note 9 ‘Investment We performed the following audit procedures to evaluate
in Joint Ventures’ and Note 3(c) ‘Critical Accounting Estimates management’s methodology and assumptions used in the
and Judgements’. VIU for each investments:

As at 31 December 2017, the Group holds investments in • Revenue growth rate by reference to the secured
Petra Energy Berhad (“PEB”) and Alam-PE Holdings (L) Inc. contracts, historical performance and future market
(“Alam-PE”) which are accounted for as an associate and outlook;
joint venture respectively. PEB and Alam-PE are primarily • Current year profit margin by comparing to historical
operating in the offshore oil and gas market. Management profit margins;
assessed the carrying amounts of the above investments for • Terminal value growth rates to reference external
impairment in view of the decreased activities in the offshore macroeconomic sources of data and industry specific
oil and gas market and lower market value in PEB. trends; and
• We involved PwC valuation specialists to assist us
We focused on this area due to the size of the investments in evaluating the appropriateness of methodology
totalling RM208.7 million and because management’s and discount rates used for PEB and Alam-PE. This
estimate of the VIU required significant estimates over the involved independently assessing the cost of equity
future cash flows. using comparable companies in the same territories.

We considered the sensitivity of the recoverable amount of


PEB and Alam-PE by varying the key assumptions within
reasonably possible ranges. The results of the sensitivity
analysis are disclosed in the consolidated financial
statements.

There are no key audit matters in relation to the financial statements of the Company.

Information other than the financial statements and auditors’ report thereon

The directors of the Company are responsible for the other information. The other information comprises of Corporate
Information, Sustainability Statement, Management Discussion & Analysis, Audit Committee report, Remuneration Committee
report, Nomination Committee report, Corporate Governance Overview Statement, Additional Compliance Information,
Statement on Risk Management and Internal Control, Statement of Directors’ Responsibilities, and Directors’ Report, but
does not include the financial statements of the Group and of the Company and our auditors’ report thereon.

Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do
not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially inconsistent with the financial
statements of the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially
misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.

72 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

INDEPENDENT
AUDITORS’ REPORT
TO THE MEMBERS OF WAH SEONG CORPORATION BERHAD

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

Responsibilities of the directors for the financial statements

The directors of the Company are responsible for the preparation of the financial statements of the Group and of the Company
that give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting
Standards and the requirements of the Companies Act, 2016 in Malaysia. The directors are also responsible for such internal
control as the directors determine is necessary to enable the preparation of financial statements of the Group and of the
Company that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements of the Group and of the Company, the directors are responsible for assessing the
Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the
Company or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with approved standards on auditing in Malaysia and International Standards on Auditing will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.

As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing,
we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

(a) Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.

(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and the
Company’s internal control.

(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the directors.

(d) Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Group’s or the Company’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements of
the Group and of the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause
the Group or the Company to cease to continue as a going concern.

(e) Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company,
including the disclosures, and whether the financial statements of the Group and of the Company represent the
underlying transactions and events in a manner that achieves fair presentation.

(f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the financial statements of the Group. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 73


FINANCIAL STATEMENTS

INDEPENDENT
AUDITORS’ REPORT
TO THE MEMBERS OF WAH SEONG CORPORATION BERHAD

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

Auditors’ responsibilities for the audit of the financial statements (continued)

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on
our independence, and where applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit
of the financial statements of the Group and of the Company for the current year and are therefore the key audit matters. We
describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

In accordance with the requirements of the Companies Act, 2016 in Malaysia, we report that the subsidiaries of which we
have not acted as auditors, are disclosed in Note 7 of the financial statements.

OTHER MATTERS

This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act,
2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

PRICEWATERHOUSECOOPERS PLT GAN WEE FONG


LLP0014401-LCA & AF 1146 03253/01/2019 (J)
Chartered Accountants Chartered Accountant

Kuala Lumpur
6 April 2018

74 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

STATEMENTS OF
FINANCIAL POSITION
AS AT 31 DECEMBER 2017

Group Company
2017 2016 2017 2016
Note RM’000 RM’000 RM’000 RM’000

NON-CURRENT ASSETS
Property, plant and equipment 4 965,096 781,659 4,040 6,337
Prepaid lease payments 5 90,584 120,922 - -
Investment properties 6 9,340 11,197 21,287 19,462
Investment in subsidiaries 7 - - 722,201 673,200
Investment in associates 8 185,223 215,183 - -
Investment in joint ventures 9 146,446 154,518 - -
Available-for-sale financial assets 11 10 10 - -
Goodwill and other intangible assets 13 143,390 155,281 - -
Deferred tax assets 14 41,724 24,525 2,062 2,175
1,581,813 1,463,295 749,590 701,174

CURRENT ASSETS
Inventories 15 290,159 208,398 - -
Amounts due from customers on contracts 16 52,467 43,981 - -
Trade and other receivables 17 843,136 462,785 14,418 1,908
Amounts owing by subsidiaries 18(a) - - 149,871 255,762
Amounts owing by associates 19(a) 12,722 13,176 13 -
Amounts owing by joint ventures 20(a) 55,417 71,932 23 12
Finance lease receivables 10 - 9,725 - -
Tax recoverable 15,418 16,112 - -
Derivative financial assets 12 94 581 - -
Time deposits 21 111,396 151,763 20,972 50,840
Cash and bank balances 22 189,612 163,493 2,221 5,568
1,570,421 1,141,946 187,518 314,090
Assets classified as held for sale 23 18,143 - - -
TOTAL ASSETS 3,170,377 2,605,241 937,108 1,015,264

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 75


FINANCIAL STATEMENTS

STATEMENTS OF
FINANCIAL POSITION
AS AT 31 DECEMBER 2017

Group Company

2017 2016 2017 2016


Note RM’000 RM’000 RM’000 RM’000

EQUITY AND LIABILITIES

CAPITAL AND RESERVES ATTRIBUTABLE


TO OWNERS OF THE COMPANY
Share capital 24 547,690 387,444 547,690 387,444
Share premium 25 - 160,246 - 160,246
Treasury shares 26 (2,331) (2,331) (2,331) (2,331)
Exchange translation reserves (6,220) (11,469) - -
Available-for-sale reserve 6 6 - -
Retained profits 355,016 241,995 244,436 223,520
894,161 775,891 789,795 768,879
Non-controlling interests 96,211 91,913 - -
TOTAL EQUITY 990,372 867,804 789,795 768,879

NON-CURRENT AND DEFERRED


LIABILITIES
Loans and borrowings 27 201,669 - - -
Deferred tax liabilities 14 13,128 19,399 - -
Trade and other payables 28 491,929 97,501 - -
706,726 116,900 - -

CURRENT LIABILITIES
Amounts due to customers on contracts 16 31,759 22,563 - -
Trade and other payables 28 618,000 329,545 11,603 12,303
Provision for warranties 29 6,929 9,470 - -
Amounts owing to a subsidiary 18(b) - - 1,291 372
Amounts owing to associates 19(b) 175 181 - -
Amounts owing to joint ventures 20(b) 3,314 2,977 - -
Loans and borrowings 27 774,854 1,231,501 134,167 233,402
Dividend payable 13,685 13,808 - -
Current tax liabilities 24,563 10,492 252 308
1,473,279 1,620,537 147,313 246,385
TOTAL LIABILITIES 2,180,005 1,737,437 147,313 246,385
TOTAL EQUITY AND LIABILITIES 3,170,377 2,605,241 937,108 1,015,264

76 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

STATEMENTS OF
PROFIT OR LOSS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

Group Company

2017 2016 2017 2016


Note RM’000 RM’000 RM’000 RM’000

Gross revenue 30 2,492,100 1,276,588 25,394 31,292


Cost of sales 31 (2,182,428) (1,118,370) - -
Gross profit 309,672 158,218 25,394 31,292
Other operating income 169,021 103,838 18,456 27,448
Selling and distribution expenses (28,012) (31,492) - -
Administrative and general expenses (290,706) (381,473) (13,406) (47,945)
Other (losses)/gains - net 32 (487) 995 - -
Profit/(Loss) from operations 33 159,488 (149,914) 30,444 10,795
Finance costs 34 (41,897) (29,907) (7,427) (3,575)
Share of results of associates (4,863) (53,855) - -
Share of results of joint ventures 9,877 7,812 - -
Profit/(Loss) before tax 122,605 (225,864) 23,017 7,220
Tax expense 35 (7,962) (8,690) (2,101) (660)
Net profit/(loss) for the financial year 114,643 (234,554) 20,916 6,560

Net profit/(loss) for the financial year


attributable to:
Owners of the Company 113,021 (228,302) 20,916 6,560
Non-controlling interests 1,622 (6,252) - -
Net profit/(loss) for the financial year 114,643 (234,554) 20,916 6,560

Earnings/(Loss) per share computed based


on the net profit/(loss) for the financial year
attributable to the owners of the Company:
- basic and diluted (sen) 36 14.63 (29.54)

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 77


FINANCIAL STATEMENTS

STATEMENTS OF
OTHER COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

Group Company

2017 2016 2017 2016


Note RM’000 RM’000 RM’000 RM’000

Net profit/(loss) for the financial year 114,643 (234,554) 20,916 6,560
Other comprehensive expenses:

Items that may be subsequently


reclassified to profit or loss:
Foreign currency translation differences for
foreign operations 472 (106,333) - -
Share of other comprehensive loss of an
associate, net of tax (2,117) - - -
Other comprehensive expense for the
financial year, net of tax (1,645) (106,333) - -
Total comprehensive income/(expense) for
the financial year 112,998 (340,887) 20,916 6,560

Total comprehensive income/(expense) for


the financial year attributable to:

Owners of the Company 110,161 (334,095) 20,916 6,560


Non-controlling interests 2,837 (6,792) - -
Total comprehensive income/(expense) for
the financial year 112,998 (340,887) 20,916 6,560

78 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


Attributable to owners of the Company
Exchange Available- Non-
Share Share Treasury translations for-sale Retained controlling Total
capital premium shares reserves reserve profits Total interests equity
Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2017 387,444 160,246 (2,331) (11,469) 6 241,995 775,891 91,913 867,804
Net profit for the financial year - - - - - 113,021 113,021 1,622 114,643
Other comprehensive (expense)/
income for the financial year - - - (2,860) - - (2,860) 1,215 (1,645)
Total comprehensive (expense)/
income for the financial year - - - (2,860) - 113,021 110,161 2,837 112,998
Transactions with owners:
Transition to no-par value regime on
31 January 2017 24, 25 160,246 (160,246) - - - - - - -
Total contributions by and
distributions to owners 160,246 (160,246) - - - - - - -
Acquisition of shares in existing
subsidiary from non-controlling
interest - - - - - - - 400 400
Disposal of a subsidiary - - - 6,895 - - 6,895 - 6,895
Liquidation of a joint venture - - - 1,214 - - 1,214 1,061 2,275
FINANCIAL STATEMENTS

Total changes in ownership interest in


subsidiaries that did not result in a
loss of control - - - 8,109 - - 8,109 1,461 9,570
Total transactions with owners 160,246 (160,246) - 8,109 - - 8,109 1,461 9,570
At 31 December 2017 547,690 - (2,331) (6,220) 6 355,016 894,161 96,211 990,372

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


79
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017
CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF
Attributable to owners of the Company

80
Exchange Available- Non-
Share Share Treasury translations for-sale Retained controlling Total
capital premium shares reserves reserve profits Total interests equity
Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2016 387,444 160,246 (1,991) 94,324 6 481,889 1,121,918 103,502 1,225,420
Net loss for the financial year - - - - - (228,302) (228,302) (6,252) (234,554)
Other comprehensive expense for the
financial year - - - (105,793) - - (105,793) (540) (106,333)
CHANGES IN EQUITY

Total comprehensive expense for the


financial year - - - (105,793) - (228,302) (334,095) (6,792) (340,887)
Transactions with owners:
Shares repurchased (including
transaction costs) 26 - - (340) - - - (340) - (340)

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


Cash dividends paid to owners of the
CONSOLIDATED STATEMENT OF

Company 37 - - - - - (11,592) (11,592) - (11,592)


Dividends paid to non-controlling
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

interests - - - - - - - (5,497) (5,497)


Total contributions by and
distributions to owners - - (340) - - (11,592) (11,932) (5,497) (17,429)
Incorporation of a new subsidiary - - - - - - - 300 300
FINANCIAL STATEMENTS

Subscription of right issues by non-


controlling interests of an existing
subsidiary - - - - - - - 400 400
Total changes in ownership interest in
subsidiaries that did not result in a
loss of control - - - - - - - 700 700
Total transactions with owners - - (340) - - (11,592) (11,932) (4,797) (16,729)
At 31 December 2016 387,444 160,246 (2,331) (11,469) 6 241,995 775,891 91,913 867,804
FINANCIAL STATEMENTS

COMPANY STATEMENT OF
CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

Share Share Treasury Retained Total


capital premium shares profits equity
Note RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2017 387,444 160,246 (2,331) 223,520 768,879


Total comprehensive income for the
financial year - - - 20,916 20,916
Transactions with owners:
Transition to no-par value regime on
31 January 2017 24, 25 160,246 (160,246) - - -
Total contributions by and distributions
to owners 160,246 (160,246) - - -
At 31 December 2017 547,690 - (2,331) 244,436 789,795

At 1 January 2016 387,444 160,246 (1,991) 228,552 774,251


Total comprehensive income for the
financial year - - - 6,560 6,560
Transactions with owners:
Shares repurchased
(including transaction costs) 26 - - (340) - (340)
Cash dividends paid to owners of the
Company 37 - - - (11,592) (11,592)
Total contributions by and distributions
to owners - - (340) (11,592) (11,932)
At 31 December 2016 387,444 160,246 (2,331) 223,520 768,879

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 81


FINANCIAL STATEMENTS

STATEMENTS OF
CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

Group Company

2017 2016 2017 2016


Note RM’000 RM’000 RM’000 RM’000

CASH FLOWS FROM OPERATING


ACTIVITIES
Profit/(Loss) before tax 122,605 (225,864) 23,017 7,220
Adjustments for:
Property, plant and equipment:
- Depreciation charge 144,713 84,919 237 418
- Written off 239 608 - 2
- Net gain on disposal (36,006) (1,748) (98) -
Prepaid lease payments:
- Amortisation charge 1,509 1,578 - -
- Gain on disposal (64,071) - - -
Depreciation of investment properties 236 372 236 225
Loss/(Gain) on disposal of a subsidiary 8,363 (8,532) (12,235) -
Inventories:
- Allowance for obsolescence 6,207 5,815 - -
- Write back of allowance for obsolescence (840) (91) - -
- Written off 30 1,451 - -
Impairment loss on investment in an
associate 271 56,487 - -
Impairment loss on:
- amount owing by subsidiaries - - - 7,856
- amount owing by an associate - 885 - 885
- property, plant and equipment 72,842 99,111 - -
- investment properties - 16 - -
Share of results of associates 4,863 53,855 - -
Share of results of joint ventures (9,877) (7,812) - -
Gain on disposal of non-current asset held
for sale - (10,541) - -

82 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

STATEMENTS OF
CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

Group Company
2017 2016 2017 2016
Note RM’000 RM’000 RM’000 RM’000

CASH FLOWS FROM OPERATING


ACTIVITIES (CONTINUED)
Net impairment on trade and other
receivables 767 8,297 - -
Provision for warranties 3,668 2,621 - -
Provision for warranties written back (5,747) (6,633) - -
Net unrealised loss/(gain) on foreign
exchange 4,356 (37,902) (4,276) (26,270)
Dividend income - - (10,863) (17,404)
Interest income from loans and receivables (7,660) (8,956) (11,319) (7,953)
Interest expense 41,897 29,907 7,427 3,575
Fair value loss/(gain) on derivative financial
instruments 32 487 (995) - -
288,852 36,848 (7,874) (31,446)
Changes in working capital:
Inventories (49,553) 16,463 - -
Receivables (70,160) 216,129 (50,065) (194)
Payables 221,818 (100,170) (68) (1,336)
Cash generated from/(used in) operations 390,957 169,270 (58,007) (32,976)
Interest received 7,660 8,956 11,319 7,953
Interest paid (41,897) (29,907) (7,427) (3,575)
Tax paid (19,199) (16,901) (1,757) (1,569)
Net cash generated from/(used in) operating
activities 337,521 131,418 (55,872) (30,167)

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 83


FINANCIAL STATEMENTS

STATEMENTS OF
CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

Group Company
2017 2016 2017 2016
Note RM’000 RM’000 RM’000 RM’000

CASH FLOWS FROM INVESTING


ACTIVITIES
Purchase of property, plant and equipment (477,999) (139,796) (27) (28)
Purchase of other intangible assets (25) (40) - -
Purchase of investment properties (30) (51) - -
Purchase of prepaid lease payments - (27,146) - -
Subscription of shares in a subsidiary by
non-controlling interest - 300 - -
Additional investment in a joint venture - (735) - -
Additional investment in an associate (9,433) (52,676) - -
Proceeds from disposal of property, plant
and equipment 8,074 8,403 124 -
Proceeds from disposal of:
- prepaid lease payments 5,790 - - -
- non-current asset held for sale - 20,832 - -
Net proceeds from/(placements on) deposits
and short term investment 12,970 (86,868) 10,978 (29,840)
Net cash (outflow)/inflow from disposal of a
subsidiary (5) 989 - -
Dividends received from:
- subsidiaries - - 10,863 17,404
- a joint venture 3,450 - - -
- an associate 4,228 3,462 - -
Net advances from subsidiaries - - 85,543 62,193
Net repayment from/(advances to) joint
ventures 16,852 (20,268) - -
Net repayment from/(advances to) associates 448 (8,986) - -
Net cash (used in)/generated from investing
activities (435,680) (302,580) 107,481 49,729

84 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

STATEMENTS OF
CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

Group Company
2017 2016 2017 2016
Note RM’000 RM’000 RM’000 RM’000

CASH FLOWS FROM FINANCING


ACTIVITIES
Purchase of treasury shares 26 - (340) - (340)
Drawdown from term loans 3,406 102,113 - -
Repayments of term loans (117,422) (78,181) - -
Drawdown of fixed rate notes - 30,640 - -
Repayments of fixed rate notes - (38,903) - -
Drawdown from other bank borrowings 1,515,173 1,298,527 1,037,998 967,398
Repayments of other bank borrowings (1,568,759) (1,317,327) (1,111,659) (995,282)
Proceeds received from non-controlling
interests on issuance of shares by
subsidiaries 400 400 - -
Dividends paid to owners of the Company 37 - (11,592) - (11,592)
Dividends paid to non-controlling interests - (1,807) - -
Advances from customer 265,886 92,510 - -
Net cash generated from/(used in) financing
activities 98,684 76,040 (73,661) (39,816)

NET CHANGES IN CASH AND CASH


EQUIVALENTS 525 (95,122) (22,052) (20,254)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF THE FINANCIAL YEAR 228,388 320,807 26,568 46,597
EFFECTS OF EXCHANGE RATE CHANGES (1,803) 2,703 (185) 225
CASH AND CASH EQUIVALENTS AT END
OF THE FINANCIAL YEAR 227,110 228,388 4,331 26,568

Represented by:
TIME DEPOSITS 21 111,396 151,763 20,972 50,840
CASH AND BANK BALANCES 22 189,612 163,493 2,221 5,568
301,008 315,256 23,193 56,408
LESS:
TIME DEPOSITS WITH MATURITY MORE
THAN 3 MONTHS 21 (55,036) (57,028) - -
SHORT TERM INVESTMENTS 21 (18,862) (29,840) (18,862) (29,840)
CASH AND CASH EQUIVALENTS 227,110 228,388 4,331 26,568

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 85


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

1 GENERAL INFORMATION

The Company is a public limited liability company, incorporated and domiciled in Malaysia, and listed on the
Main Market of Bursa Malaysia Securities Berhad. The address of its registered office and principal place of business
are as follows:

Registered office and principal place of business:


Suite 19.01, Level 19
The Gardens North Tower
Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur

The principal activities of the Company are investment holding and provision of management services to its subsidiaries.

The principal activities of the Group consist of specialised pipe coating and corrosion protection services; Engineering,
Procurement and Construction (“EPC”) of gas compressors and process equipment; renewable energy and infrastructure
materials and services.

The financial statements are presented in Ringgit Malaysia (“RM”), which is also the Company’s functional currency.
Unless otherwise indicated, the amounts in these financial statements have been rounded to the nearest thousand.

These financial statements were authorised for issue by the Directors on 6 April 2018.

2 SIGNIFICANT ACCOUNTING POLICIES

Unless otherwise stated, the following accounting policies have been applied consistently in dealing with items that are
considered material in relation to the financial statements.

2.1 Basis of preparation

The financial statements of the Group and the Company have been prepared in accordance with the Malaysian
Financial Reporting Standards (“MFRS”), International Financial Reporting Standards (“IFRS”) and the requirements
of Companies Act, 2016 in Malaysia.

The financial statements have been prepared under the historical cost convention unless otherwise indicated in
this summary of significant accounting policies.

The preparation of financial statements in conformity with MFRS requires the use of certain critical accounting
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reported period. It also requires Directors to exercise their judgement in the process of applying the
Group’s and the Company’s accounting policies. Although these estimates and judgement are based on the
Directors’ best knowledge of current events and actions, actual results may differ.

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

86 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.2 Changes in accounting policies and disclosures

(a) Standards, amendments to published standards and interpretations that are effective

The Group and the Company have applied the following amendments for the first time for the financial year
beginning on 1 January 2017:

• Amendments to MFRS 107 ‘Statement of Cash Flows – Disclosure Initiative’


• Amendments to MFRS 112 ‘Income Taxes – Recognition of Deferred Tax Assets for Unrealised Losses’

The adoption of the amendments to MFRS 107 has required additional disclosure of changes in liabilities
arising from financing activities. Other than that, the adoption of these amendments did not have any
impact on the current financial year or any prior financial year and is not likely to affect future financial years.

(b) Standards, amendments to published standards and interpretations to existing standards that are applicable
to the Group and the Company but not yet effective

• Amendments to MFRS 140 ‘Classification on ‘Change in Use’ – Assets transferred to, or from,
Investment Properties’ (effective from 1 January 2018) clarify that to transfer to, or from investment
properties there must be a change in use. A change in use would involve an assessment of whether
a property meets, or has ceased to meet, the definition of investment property. The change must be
supported by evidence that the change in use has occurred and a change in management’s intention
in isolation is not sufficient to support a transfer of property.

The amendments also clarify the same principle applies to assets under construction.

• IC Interpretation 22 ‘Foreign Currency Transactions and Advance Consideration’ (effective from


1 January 2018) applies when an entity recognises a non-monetary asset or non-monetary liability
arising from the payment or receipt of advance consideration. MFRS 121 requires an entity to use the
exchange rate at the ‘date of the transaction’ to record foreign currency transactions.

IC Interpretation 22 provides guidance how to determine ‘the date of transaction’ when a single
payment/receipt is made, as well as for situations where multiple payments/receipts are made.

The date of transaction is the date when the payment or receipt of advance consideration gives rise
to the non-monetary asset or non-monetary liability when the entity is no longer exposed to foreign
exchange risk.

If there are multiple payments or receipts in advance, the entity should determine the date of the
transaction for each payment or receipt.

An entity has the option to apply IC Interpretation 22 retrospectively or prospectively.

• MFRS 9 ‘Financial Instruments’ (effective from 1 January 2018) will replace MFRS 139 ‘Financial
Instruments: Recognition and Measurement’

MFRS 9 retains but simplifies the mixed measurement model in MFRS 139 and establishes three
primary measurement categories for financial assets: amortised cost, fair value through profit or loss
and fair value through other comprehensive income (“OCI”). The basis of classification depends on
the entity’s business model and the cash flow characteristics of the financial asset. Investments in
equity instruments are always measured at fair value through profit or loss with an irrevocable option
at 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 is holding it to collect contractual
cash flows and the cash flows represent principal and interest.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 87


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.2 Changes in accounting policies and disclosures (continued)

(b) Standards, amendments to published standards and interpretations to existing standards that are applicable
to the Group and the Company but not yet effective (continued)

• MFRS 9 ‘Financial Instruments’ (effective from 1 January 2018) will replace MFRS 139 ‘Financial
Instruments: Recognition and Measurement’ (continued)

For liabilities, the standard retains most of the MFRS 139 requirements. These include amortised cost
accounting for most financial liabilities, with bifurcation of embedded derivatives. The main change is
that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change
due to an entity’s own credit risk is recorded in other comprehensive income rather than the income
statement, unless this creates an accounting mismatch.

MFRS 9 introduces an expected credit loss model on impairment that replaces the incurred loss
impairment model used in MFRS 139. The expected credit loss model is forward-looking and eliminates
the need for a trigger event to have occurred before credit losses are recognised.

• MFRS 15 ‘Revenue from contracts with customers’ (effective from 1 January 2018) replaces
MFRS 118 ‘Revenue’ and MFRS 111 ‘Construction contracts’ and related interpretations. The core
principle in MFRS 15 is that an entity recognises revenue to depict the transfer of promised goods or
services to the customer in an amount that reflects the consideration to which the entity expects to be
entitled in exchange for those goods or services.

Revenue is recognised when a customer obtains control of goods or services, i.e. when the customer
has the ability to direct the use of and obtain the benefits from the goods or services.

A new five-step process is applied before revenue can be recognised:


• Identify contracts with customers;
• Identify the separate performance obligations;
• Determine the transaction price of the contract;
• Allocate the transaction price to each of the separate performance obligations; and
• Recognise the revenue as each performance obligation is satisfied.

Key provisions of the new standard are as follows:


• Any bundled goods or services that are distinct must be separately recognised, and any
discounts or rebates on the contract price must generally be allocated to the separate elements.
• If the consideration varies (such as for incentives, rebates, performance fees, royalties, success
of an outcome etc), minimum amounts of revenue must be recognised if they are not at significant
risk of reversal.
• The point at which revenue is able to be recognised may shift: some revenue which is currently
recognised at a point in time at the end of a contract may have to be recognised over the
contract term and vice versa.
• There are new specific rules on licenses, warranties, non-refundable upfront fees, and consignment
arrangements, to name a few.
• As with any new standard, there are also increased disclosures.

The Group and the Company will apply these standards and amendments from financial year beginning
on 1 January 2018. It is not expected to result in any material impact on the financial position and
results of the Group and the Company upon adoption of these standards and amendments apart from
disclosures.

MFRS 15 requires separate presentation of contract assets and contract liabilities in the statement
of financial position. This will result in some reclassifications as of 1 January 2018 in relation to
engineering contracts and contract liabilities in relation to amount due from and due to customers
contract which are currently in statement of financial position, if any.

88 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.2 Changes in accounting policies and disclosures (continued)

(b) Standards, amendments to published standards and interpretations to existing standards that are applicable
to the Group and the Company but not yet effective (continued)

• MFRS 15 ‘Revenue from contracts with customers’ (effective from 1 January 2018) replaces
MFRS 118 ‘Revenue’ and MFRS 111 ‘Construction contracts’ and related interpretations (continued)

The Group intends to adopt the standard using the modified approach which means the cumulative
impact of the adoption will be recognised in retained earnings as of 1 January 2018 and the
comparatives will not be restated, if any.

• MFRS 16 ‘Leases’ (effective from 1 January 2019) supersedes MFRS 117 ‘Leases’ and the related
interpretations.

Under MFRS 16, a lease is a contract (or part of a contract) that conveys the right to control the use of
an identified asset for a period of time in exchange for consideration.

MFRS 16 eliminates the classification of leases by the lessee as either finance leases (on balance
sheet) or operating leases (off balance sheet). MFRS 16 requires a lessee to recognise a “right-of-use”
of the underlying asset and a lease liability reflecting future lease payments for most leases.

The right-of-use asset is depreciated in accordance with the principle in MFRS 116 ‘Property, Plant
and Equipment’ and the lease liability is accreted over time with interest expense recognised in the
income statement.

For lessors, MFRS 16 retains most of the requirements in MFRS 117. Lessors continue to classify all
leases as either operating leases or finance leases and account for them differently.

• IC Interpretation 23 ‘Uncertainty over Income Tax Treatments’ (effective 1 January 2019) provides
guidance on how to recognise and measure deferred and current income tax assets and liabilities
where there is uncertainty over a tax treatment.

If an entity concludes that it is not probable that the tax treatment will be accepted by the tax authority,
the effect of the tax uncertainty should be included in the period when such determination is made.
An entity shall measure the effect of uncertainty using the method which best predicts the resolution
of the uncertainty.

IC Interpretation 23 will be applied retrospectively.

The Group and the Company have started a preliminary assessment on the effects of the above standards
and amendments to published standards and the impact is still being assessed.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 89


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3 Subsidiaries

Subsidiaries are those corporations, partnerships or other entities (including special purpose entities) over which
the Group has power to exercise control over variable returns from its involvement with the entity and has the
ability to affect those returns through its power to direct the relevant activities of the entity. Potential voting rights
are considered when assessing control only when such rights are substantive.

In the Company’s separate financial statements, investments in subsidiaries are stated at cost less accumulated
impairment losses, if any. Where an indication of impairment exists, the carrying amount of the investment is
assessed and written down immediately to its recoverable amount. See accounting policy 2.14 on impairment of
non-financial assets.

Subsidiaries acquired from other companies within Wah Seong Corporation Berhad Group as part of the
restructuring scheme is accounted for under the “Predecessor Accounting” method as these were entities under
common control. Under the predecessor method of accounting, the subsidiaries are consolidated as if the
subsidiaries have always been part of Wah Seong Corporation Berhad Group.

Other subsidiaries are consolidated using the acquisition method of accounting. Under the acquisition method
of accounting, subsidiaries are fully consolidated from the date on which control is transferred to the Group
and are de-consolidated from the date that control ceases. The cost of an acquisition is measured as the fair
value of the assets given, equity interests issued and liabilities incurred or assumed at the date of exchange.
Acquisition-related costs are expensed to profit or loss as and when incurred. The cost of acquisition includes
the fair value of any asset or liability resulting from a contingent consideration. Identifiable assets acquired and
liabilities and contingent liabilities assumed in a business combination are, measured initially at their fair values
at the date of acquisition. The excess of the cost of acquisition over the fair value of the Group’s share of the
identifiable net assets acquired at the date of acquisition is reflected as goodwill in the statement of financial
position – see accounting policy 2.11(a) on goodwill. If the cost of acquisition is less than the fair value of the
Group’s share of identifiable net assets of the subsidiary acquired, the difference is recognised directly in the
profit or loss.

If a business combination achieved in stages, the previously held equity interest in the acquiree is remeasured to
its fair value on the date it becomes a subsidiary and the resulting gain or loss is recognised in profit or loss.

All intercompany transactions, balances and unrealised gains on transactions between group companies are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of impairment of the
asset transferred. When necessary, amounts reported by subsidiaries have been adjusted to conform with the
Group’s accounting policies.

Non-controlling interests represent that portion of the profit or loss, other comprehensive income and net assets
of a subsidiary attributable to equity interests that are not owned, directly or indirectly through subsidiaries, by
the Company. It is measured at the non-controlling’s share of the fair value of the subsidiaries’ identifiable assets
and liabilities at the date of acquisition and the non-controlling’s share of changes in the subsidiaries’ equity since
that date.

All earnings and losses of the subsidiary are attributed to the parent and non-controlling interest, even if the
attribution of losses to the non-controlling interest results in a debit balance.

The gain or loss on disposal of a subsidiary, which is the difference between net disposal proceeds and the
Group’s share of its net assets as of the date of disposal, including the cumulative amount of any exchange
differences that relate to the subsidiary, is recognised in the consolidated profit or loss.

90 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.4 Transactions with non-controlling interests

The Group applies a policy of treating transactions with non-controlling interests as transactions with equity
owners of the Group. Effects of transactions with non-controlling interests are directly recognised in equity
to the extent that there is no change in control. The difference between the fair value of any consideration
paid/received and the carrying amount of the share of net assets acquired/sold are recorded in equity. Accordingly,
such transactions will no longer result in goodwill or gains and losses upon disposal.

2.5 Associates

An associate is an entity in which the Group has significant influence and that is neither a subsidiary nor an
interest in a joint venture. Significant influence is the power to participate in the financial and operating policy
decisions of the investee, but not control or joint control over those policies.

Investment in associates is accounted for in the consolidated financial statements using the equity method
of accounting. Under the equity method, investment in associates is initially recognised at cost and adjusted
thereafter for post-acquisition changes in the Group’s share of net assets of the associates.

The Group’s share of the associate’s post-acquisition profit or loss and other comprehensive income are
recognised in the consolidated profit or loss and other comprehensive income respectively. The cumulative
post-acquisition movements are adjusted against the carrying amounts of the investments. Dividends received or
receivable from an associate are recognised as a reduction in the carrying amount of the investment.

An investment in an associate is accounted for using the equity method from the date on which the Group obtains
significant influence until the date the Group ceases to have significant influence over the associate.

Goodwill relating to an associate is included in the carrying value of the investment and is not tested for impairment
separately.

Any excess of the Group’s share of the net fair value of the associate’s identifiable assets, 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 associate’s profit or loss for the financial
period in which the investment is acquired.

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
of impairment of the asset transferred. Where necessary, adjustments are made to the financial statements of
associates to ensure consistency of accounting policies with those of the Group.

Equity accounting is discontinued when the carrying amount of the investment in an associate diminishes by
virtue of losses to zero, unless the Group has incurred legal or constructive obligations or made payments on
behalf of the associate. If the associate subsequently reports profits, the Group resumes recognising its share of
those profits only after its share of the profits equals the share of losses not recognised.

For incremental interest in an associate, the date of acquisition is the purchase date at each stage and goodwill
is calculated at each purchase date based on the fair value of assets and liabilities identified. There is no
“step up to fair value” of net assets of the previously acquired stake and the share of profits and equity movements
for the previously acquired stake is recorded directly through equity.

Where an indication of impairment exists, the carrying amount of the investment is assessed and written down
immediately to its recoverable amount. See accounting policy 2.14 on impairment of non-financial assets.

On disposal, the difference between the net disposal proceeds and the net carrying amount of the associate
disposed is taken to the profit or loss.

In the Company’s separate financial statements, investment in associates is stated at cost less impairment loss.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 91


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.6 Joint arrangements

A joint arrangement is an arrangement of which there is contractually agreed sharing of control by the Group
with one or more parties, where decisions about the relevant activities relating to the joint arrangement require
unanimous consent of the parties sharing control. The classification of a joint arrangement as a joint operation or
a joint venture depends upon the rights and obligations of the parties to the arrangement. A joint venture is a joint
arrangement whereby the joint venturers have rights to the net assets of the arrangement. A joint operation is a
joint arrangement whereby the joint operators have rights to the assets and obligations for the liabilities, relating
to the arrangement.

The Group has interests in joint venture, which are accounted for in the consolidated financial statements using
the equity method of accounting. Equity accounting involves recognising the Group’s share of the post-acquisition
profit or loss and other comprehensive income within consolidated profit or loss and other comprehensive income
respectively. The cumulative post-acquisition movements are adjusted against the cost of investment and include
goodwill on acquisition (net of accumulated impairment loss).

The Group recognises the portions of gains or losses on the sale of assets by the Group to the joint venture
that is attributable to other venturers. The Group does not recognise its share of profits or losses from the joint
venture that result from the purchase of assets by the Group from the joint venture until it resells the assets to an
independent party. However, a loss on the transaction is recognised immediately if the loss provides evidence of
a reduction in the net realisable value of assets or an impairment loss.

Where necessary, adjustments have been made to the financial statements of joint ventures to ensure consistency
of accounting policies with those of the Group.

Where an indication of impairment exists, the carrying amount of the investment is assessed and written down
immediately to its recoverable amount. See accounting policy 2.14 on impairment of non-financial assets.

On disposal, the difference between the net disposal proceeds and the carrying amount of the joint venture
disposed is included in the profit or loss.

In the Company’s separate financial statements, investment in joint ventures is stated at cost less accumulated
impairment loss.

2.7 Property, plant and equipment

(a) Measurement basis

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

The cost of property, plant and equipment initially recognised includes purchase price and any expenditure
that is directly attributable to the acquisition of the assets, net of the amount of goods and services tax
(“GST”), except where the amount of GST incurred is not recoverable from the government. When the
amount of GST incurred is not recoverable from the government, the GST is recognised as part of the cost
of acquisition of the property, plant and equipment.

Cost also includes borrowing costs that are directly attributable to the acquisition, construction or
production of a qualifying asset. See accounting policy 2.24 on borrowing costs. Items such as spare parts
are recognised when they meet the definition of property, plant and equipment. Otherwise, such items are
classified as inventory. Dismantlement, removal or restoration costs are included as part of the cost of
property, plant and equipment if the obligation for dismantlement, removal or restoration is incurred as a
consequence of acquiring or using the asset.

92 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.7 Property, plant and equipment (continued)

(a) Measurement basis (continued)

Subsequent costs are included in the asset’s carrying amount when it is probable that future economic
benefits associated with the asset will flow to the Group and the Company and the cost of the asset
can be measured reliably. The carrying amount of the replaced part is derecognised. All other repair and
maintenance costs are charged to the profit or loss during the financial year in which they are incurred.

At each reporting date, the Group and the Company assess whether there is any indication of impairment.
Where an indication of impairment exists, the carrying value of the asset is assessed and written down
immediately to its recoverable amount. See accounting policy 2.14 on impairment of non-financial assets.

Property, plant and equipment are derecognised upon disposal or when no future economic benefits
are expected from their use. Gains and losses on disposals are determined by comparing proceeds with
carrying amounts and are included in the profit or loss in the financial year the asset is derecognised.

(b) Depreciation

Freehold land is not depreciated as it has an indefinite life. Depreciation on capital work-in-progress
commences when the assets are ready for their intended use.

Depreciation is calculated to write off the depreciable amount of other property, plant and equipment on a
straight line basis over their estimated useful lives. The depreciable amount is determined after deducting
residual value from cost. The estimated useful lives of the property, plant and equipment are as follows:

Buildings 10 – 50 years
Plant, machinery, tools and equipment 2 – 25 years
Electrical installations, office equipment and furniture and fittings 4 – 10 years
Computer equipment 3 – 10 years
Motor vehicles 3 – 5 years
Renovation, yard development and store extension 2 – 50 years

Assets under construction included in plant and equipment are not depreciated as these assets are yet to
be available for use.

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at the
end of each financial year.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 93


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.8 Leases

A lease is an agreement whereby the lessor conveys to the lessee in return for a payment, or series of payments,
the right to use an asset for an agreed period of time.

Accounting as lessee

(a) Finance leases

Leases of property, plant and equipment where the Group has substantially all the risks and rewards of
ownership are classified as finance leases.

Finance leases are capitalised at the lower of the fair value of the leased assets and the estimated present
value of the minimum lease payments at the date of inception. The corresponding rental obligations,
net of finance charges, are included in other short-term and long-term payables. Each lease payment is
allocated between the liability and finance charges so as to achieve a constant rate on the lease principal
outstanding. The interest element of the finance charge is charged to the profit or loss over the lease period
so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Contingent rent, if any, are charged as expenses in the periods which they are incurred.

Property, plant and equipment acquired under finance lease contracts are depreciated over the shorter of
the lease term and its useful life if there is no reasonable certainty that the Group will obtain ownership at
the end of the lease term.

Initial direct costs incurred by the Group in negotiating and arranging finance leases are added to the
carrying amount of the leased assets and recognised as an expense in profit or loss over the lease term on
the same basis as the lease expense.

(b) Operating leases

Leases of assets where a significant portion of the risks and rewards of ownership are retained by the lessor
are classified as operating leases. Payments made under operating leases are charged to the profit or loss
on a straight line basis over the lease period.

Accounting as lessor

(a) Finance leases

The Group leases its compressors under finance leases to non-related party.

When assets are leased out under a finance lease, the present value of the lease payments is recognised
as a receivable. The difference between the gross receivable and the present value of the receivable is
recognised as unearned finance income.

Lease income is recognised over the term of the lease using the net investment method so as to reflect a
constant periodic rate of return.

(b) Operating leases

The Group leases its investment properties under operating leases to non-related parties.

Leases of investment properties, where the Group retains substantially all risks and rewards incidental to
ownership, are classified as operating leases. Rental income from operating leases is recognised in profit or
loss on a straight line basis over the lease term. Contingent rents are recognised as revenue in the period
in which they are earned.

94 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.9 Prepaid lease payments

Leasehold land that has a definite economic life and title is not expected to pass to the lessee by the end of the
lease term is treated as operating lease. Prepaid lease payments are carried at cost or surrogate carrying amount
and are amortised on a straight line basis over the lease terms in accordance with the pattern of benefits provided.

At each reporting date, the Group assesses whether there is any indication of impairment. Where an indication of
impairment exists, the carrying value of the prepaid lease asset is assessed and written down immediately to its
recoverable amount. See accounting policy 2.14 on impairment of non-financial assets.

Leasehold land is amortised over the remaining period of the respective leases ranging from 63 to 98 years
(2016: 61 to 99 years).

2.10 Investment properties

Investment properties are properties held to earn rental income or for capital appreciation or both rather than
for use in the production or supply of goods and services or for administrative purposes, or sale in the ordinary
course of business.

(a) Measurement basis

Investment properties are stated at cost less accumulated depreciation and accumulated impairment
losses, if any.

The cost of investment properties includes expenditure that is directly attributable to the acquisition of the
asset.

Subsequent costs are included in the asset’s carrying amount when it is probable that future economic
benefits associated with the asset will flow to the Group and the cost of the asset can be measured reliably.
All other repair and maintenance costs are charged to the profit or loss during the financial year in which
they are incurred.

At each reporting date, the Group assesses whether there is any indication of impairment. Where an
indication of impairment exists, the carrying value of the investment property is assessed and written down
immediately to its recoverable amount. See accounting policy 2.14 on impairment of non-financial assets.

Investment properties are derecognised upon disposal or when they are permanently withdrawn from use
and no future economic benefits are expected from their disposal. On disposal, the difference between the
net disposal proceeds and the carrying amount is recognised in profit or loss.

Transfers are made to or from investment property only when there is a change in use. Transfers from
investment property to owner-occupied property are made at the carrying amount as at the date of change
in use. For a transfer from owner-occupied property to investment property, the property is accounted for
in accordance with the accounting policy for property, plant and equipment as set out in accounting policy
2.7 up to the date of change in use.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 95


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.10 Investment properties (continued)

(b) Depreciation

Freehold land is not depreciated. Freehold and leasehold buildings are depreciated over their estimated
useful lives of 50 years.

Depreciation is calculated to write off the depreciable amount of other investment properties on a straight
line basis over their estimated useful lives. Depreciation amount is determined after deducting the residual
value from the cost of the investment properties.

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at the
end of each financial year.

2.11 Intangible assets

Intangible assets acquired separately are measured initially at cost. The cost of intangible assets acquired in a
business combination is their fair value as at the date of acquisition. Following initial acquisition, intangible assets
are measured at cost less any accumulated amortisation and accumulated impairment losses.

Intangible assets with finite useful lives are amortised over the estimated useful lives and assessed for impairment
whenever there is an indication that the intangible asset may be impaired. See accounting policy 2.14 on
impairment of non-financial assets. The amortisation period and the amortisation method are reviewed at least
at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future
economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as
appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets
with finite lives is recognised in profit or loss.

Intangible assets with indefinite useful lives or not yet available for use are tested for impairment annually, or more
frequently if the events and circumstances indicate that the carrying value may be impaired either individually or at
the cash-generating unit level. See accounting policy 2.14 on impairment of non-financial assets. Such intangible
assets are not amortised. The useful life of an intangible asset with an indefinite useful life is reviewed annually to
determine whether the useful life assessment continues to be supportable. If not, the change in useful life from
indefinite to finite is made on a prospective basis.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognised in profit or loss when the asset is
derecognised.

(a) Goodwill

Goodwill represents the excess of the cost of acquisition of subsidiaries, joint ventures and associates over
the fair value of the Group’s share of the identifiable net assets at the date of acquisition.

Goodwill on acquisition of subsidiaries is tested annually for impairment and carried at cost less accumulated
impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an
entity include the carrying amount of goodwill relating to the entity sold.

Goodwill on acquisition of subsidiaries is allocated to cash-generating units for the purpose of impairment
testing. The allocation is made to those cash-generating units or groups of cash-generating units that are
expected to benefit from the synergies of the business combination in which the goodwill arose.

Goodwill on acquisitions of joint ventures and associates is included in the carrying amounts of investments
in joint ventures and associates respectively. Such goodwill is tested for impairment as part of the overall
balance.

96 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.11 Intangible assets (continued)

(a) Goodwill (continued)

Where goodwill forms part of a cash-generating unit and part of the operation within that cash-generating
unit is disposed off, the goodwill associated with the operation disposed off is included in the carrying
amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed
off in this circumstance is measured based on the relative fair values of the operations disposed off and the
portion of the cash-generating unit retained.

(b) Intellectual property

Expenditure on acquired intellectual property is capitalised and amortised using the straight line method
over their estimated useful life, not exceeding a period of 20 years.

(c) Trademarks

Separately acquired trademarks are shown at historical cost. Trademarks acquired in a business combination
are recognised at fair value at the acquisition date. Trademarks have an infinite useful life and are carried at
cost less accumulated impairment.

(d) Technical know-how

Separately acquired technical know-how is shown at historical costs. Technical know-how acquired in a
business combination is recognised at fair value at the acquisition date. Technical know-how has a finite
useful life and is carried at cost less accumulated amortisation. Amortisation is calculated using the straight
line method to allocate the cost of technical know-how over its estimated useful lives of 5 years.

2.12 Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined on the first in, first out
basis. In the case of finished goods and work in progress, cost comprises materials, direct labour, other direct
charges and an appropriate proportion of factory overheads.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs to
completion and selling expenses.

Where necessary, allowance is provided for damaged, obsolete and slow moving items to adjust the carrying
value of inventories to the lower of cost and net realisable value.

2.13 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, deposits held at call with financial institutions, other short
term, highly liquid investments with original maturities of 3 months or less that are readily convertible to known
amounts of cash and which are subject to insignificant risk of changes in value. For the purpose of the statements
of cash flows, cash and cash equivalents are presented net of bank overdrafts and exclude fixed deposits pledged
to secure banking facilities.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 97


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.14 Impairment of non-financial assets

Assets that have an indefinite useful life are not subject to amortisation or depreciation and are tested annually
for impairment. Assets that are subject to amortisation or depreciation are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment
loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs to sell and value-in-use. For the purpose of
assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash
flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for
possible reversal of the impairment at each reporting date.

2.15 Provision for warranties

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events;
it is probable that an outflow of resources will be required to settle the obligation; and a reliable estimate of the
amount can be made. Provisions are not recognised for future operating losses.

The Group recognises the estimated liability to repair or replace products when the underlying products or services
are sold. The provision is calculated based on historical warranty data and specific circumstances related to
products or services sold, after considering the various possible outcomes against their associated probabilities.

2.16 Share capital

(a) Issue of shares

Ordinary shares are classified as equity. Other shares are classified as equity and/or liability according to
the economic substance of the particular instrument.

(b) Dividend distribution

Dividend distribution to owners of the Company is debited directly to equity, net of any related income tax
benefit and the corresponding liability is recognised in the period in which the dividends are approved.

Liability is recognised for the amount of any dividend declared, being appropriately authorised and no
longer at the discretion of the Group, on or before the end of the reporting period but not distributed at the
end of the reporting period.

(c) Treasury shares

When share capital recognised as equity is repurchased, the amount of the consideration paid, including
directly attributable costs, is recognised as a deduction from equity. Repurchased shares that are not
subsequently cancelled are classified as treasury shares and are presented as a deduction from equity
attributable to owners of the Company. No gain or loss is recognised in profit or loss on the purchase, sale,
issue or cancellation of treasury shares. When treasury shares are reissued by resale, any consideration
received, net of any directly attributable incremental transaction costs and the related income tax effects, is
included in equity attributable to owners of the Company.

An amount equivalent to the original purchase cost of the treasury shares will be deducted from retained
earnings upon the distribution of any treasury shares as share dividends.

98 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.17 Foreign currencies

(a) Functional and presentation currencies

The financial statements of each entity within the Group are measured using the currency of the primary
economic environment in which the respective entity operates (“the functional currency”). The financial
statements are presented in Ringgit Malaysia (“RM”), which is the Company’s functional and presentation
currency.

(b) Transactions and balances

Transactions in foreign currencies are translated into the functional currency at the rate of exchange ruling
at the dates of the transactions.

Monetary items denominated in foreign currencies at the reporting date are translated at the foreign currency
exchange rates ruling at that date.

Non-monetary items which are measured in terms of historical costs denominated in foreign currencies are
translated at the foreign currency exchange rates ruling at the date of the transaction.

Foreign exchange gains and losses arising on the settlement of monetary items and the translation of
monetary assets and liabilities denominated in foreign currencies are recognised in the profit or loss, except
when deferred in other comprehensive income as qualifying cash flow hedges.

When a gain or loss on a non-monetary item is recognised in the profit or loss, any corresponding exchange
gain or loss is recognised in profit or loss. When a gain or loss on a non-monetary item is recognised directly
in other comprehensive income, any corresponding exchange gain or loss is recognised directly in other
comprehensive income.

(c) Translation of foreign operations

On consolidation, all assets and liabilities of foreign operations that have a functional currency other than
Ringgit Malaysia, including goodwill and fair value adjustments arising on acquisition, are translated at the
exchange rates ruling at the reporting date.

Income and expense items are translated at average exchange rates.

All exchange differences arising from the translation of the financial statements of foreign operations are
taken to other comprehensive income. Upon disposal of a foreign operation, the exchange translation
differences relating to those foreign operations that were recorded within other comprehensive income are
recognised in the profit or loss as part of the gain or loss on disposal.

In the case of a partial disposal that does not result in the Group losing control over a foreign operation,
the proportionate share of accumulated exchange differences based on effective equity interest are
re-attributed to non-controlling interests and are not recognised in profit or loss.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 99


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.18 Financial assets

(a) Classification

The Group and the Company classify its financial assets in the following categories: at fair value through
profit or loss, loans and receivables and available-for-sale. The classification depends on the nature of
the asset and the purpose for which the assets were acquired. The classification of financial assets is
determined at initial recognition.

(i) Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are either financial assets held for trading or those
designated at fair value through profit or loss at inception. A financial asset is classified as held
for trading if it is acquired principally for the purpose of selling in the short term. Financial assets
designated at fair value through profit or loss at inception, are those that are managed and their
performances are evaluated on a fair value basis, in accordance with a documented Group investment
strategy. Derivatives are also categorised as held for trading unless they are designated as hedges.
Assets in this category are classified as current assets if they are either held for trading or are expected
to be realised within 12 months after the reporting date. Otherwise, they are classified as non-current.

(ii) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are
not quoted in an active market. They are presented as current assets, except for those maturing later
than 12 months after the reporting date which are presented as non-current assets.

(iii) Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated in this category or
not classified in any of the other categories. They are presented within non-current assets unless
management intends to dispose of the assets within 12 months after the reporting date.

Available-for-sale reserve represents the cumulative fair value changes, net of tax, of available-for-sale
financial assets until they are disposed or impaired.

(b) Recognition and initial measurement

Regular purchases and sales of financial assets are recognised or derecognised on the trade date. Trade
date refers to the date on which the Group and the Company commits to purchase or sell the asset.

Financial assets are initially recognised at fair value plus transaction costs except for financial assets at
fair value through profit or loss. Transaction costs for financial assets at fair value through profit or loss are
recognised immediately as expenses within profit or loss.

(c) Subsequent measurement

(i) Financial assets at fair value through profit or loss

Subsequent to initial recognition, financial asset at fair value through profit or loss are measured at
fair value. Any gains or losses arising from changes in fair value are recognised in profit or loss within
‘other gains/(losses) - net’. Exchange differences, interest and dividend income on financial assets at
fair value through profit or loss are recognised separately in profit or loss.

100 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.18 Financial assets (continued)

(c) Subsequent measurement (continued)

(ii) Loans and receivables

Subsequent to initial recognition, loans and receivables are measured at amortised cost using the
effective interest method, less impairment. Gains and losses are recognised in profit or loss when the
loans and receivables are derecognised or impaired, and through the amortisation process.

(iii) Available-for-sale financial assets

After initial recognition, available-for-sale financial assets are measured at fair value. Any gains or losses
from changes in fair value of available-for-sale financial asset are recognised in other comprehensive
income. When financial assets classified as available-for-sale are sold or impaired, the accumulated
fair value adjustments recognised within other comprehensive income are included in profit or loss.

Interest on available-for-sale financial assets calculated using the effective interest method is
recognised in profit or loss as other income. Dividends on available-for-sale financial assets are
recognised in profit or loss when the Group’s right to receive payment is established.

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

(d) Impairment of financial assets

The Group and the Company assess at each reporting date whether there is objective evidence that a
financial asset or group of financial assets is impaired and recognises an allowance for impairment when
such evidence exists.

(i) Financial assets carried at amortised cost

To determine whether there is objective evidence that an impairment loss on financial assets has
been incurred, the Group and the Company consider factors such as the probability of insolvency or
significant financial difficulties of the debtor and default or significant delay in payments. For certain
categories of financial assets, such as trade receivables, assets that are assessed not to be impaired
individually are subsequently assessed for impairment on a collective basis based on similar risk
characteristics. Objective evidence of impairment for a portfolio of receivables could include the
Group’s and the Company’s past experience of collecting payments, an increase in the number of
delayed payments in the portfolio past the average credit period and observable changes in economic
conditions that correlate with default on receivables.

If any such evidence exists, the amount of impairment loss is measured as the difference between
the asset’s carrying amount and the present value of estimated future cash flows discounted at the
financial asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial
assets with the exception of trade receivables, where the carrying amount is reduced through the use
of an allowance account. When a trade receivable becomes uncollectible, it is written off against the
allowance account.

If in a subsequent period, the amount of the impairment loss decreases and the decrease can be
related objectively to an event after the impairment was recognised, the previously recognised
impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its
amortised cost at the reversal date. The amount of reversal is recognised in profit or loss.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 101


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.18 Financial assets (continued)

(d) Impairment of financial assets (continued)

(ii) Unquoted equity investments carried at cost

If there is objective evidence (such as significant adverse changes in the business environment where
the issuer operates, probability of insolvency or significant financial difficulties of the issuer) that an
impairment loss on financial assets carried at cost has occurred, the amount of the loss is measured
as the difference between the asset’s carrying amount and the present value of estimated future cash
flows discounted at the current market rate of return for a similar financial asset. Such impairment
losses are not reversed in subsequent periods.

(iii) Available-for-sale financial assets - equity investments

Significant or prolonged decline in fair value below cost, significant financial difficulties of the issuer or
obligor, and the disappearance of an active trading market are considerations to determine whether
there is objective evidence that investment securities classified as available-for-sale financial assets
are impaired.

An impairment loss in respect of available-for-sale financial assets is recognised in profit or loss and
is measured as the difference between its cost (net of any principal payment and amortisation) and its
current fair value, less any impairment loss previously recognised. Where a decline in the fair value of
an available-for-sale financial asset has been previously recognised in other comprehensive income,
and there is evidence that the decline in fair value is due to an impairment loss, the cumulative loss
previously recognised in other comprehensive income is reclassified from equity to profit or loss.

Impairment losses on available-for-sale equity investments are not reversed in profit or loss in the
subsequent periods. Instead, any increase in fair value subsequent to impairment loss is recognised
in other comprehensive income.

(e) De-recognition

Financial assets are derecognised when the rights to receive cash flows from the financial assets have
expired or have been transferred and the Group or the Company has transferred substantially all risks and
rewards of ownership. On disposal of a financial asset, the difference between the carrying amount and the
sale proceeds is recognised in profit or loss. Any amount in the fair value reserve relating to that asset is
transferred to profit or loss.

2.19 Financial liabilities

(a) Classification

Financial liabilities are classified according to the substance of the contractual arrangements entered into
and the definitions of a financial liability.

(i) Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and
financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial
liabilities held for trading include derivatives entered into by the Group and the Company that do not
meet the hedge accounting criteria. Liabilities in this category are classified within current liabilities if
they are either held for trading or are expected to be settled within 12 months after the reporting date.
Otherwise, they are classified as non-current.

102 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.19 Financial liabilities (continued)

(a) Classification (continued)

(ii) Other financial liabilities

The Group and the Company’s other financial liabilities include trade payables, other payables,
intercompany payables, loans and borrowings. Loans and borrowings are classified as current
liabilities unless the Group and the Company has an unconditional right to defer settlement of the
liability for at least 12 months after the reporting date.

(b) Recognition and de-recognition

A financial liability is recognised when, and only when, the Group or the Company becomes a party to the
contractual provisions of the financial instrument.

A financial liability is derecognised when the obligation under the liability is extinguished. When an existing
financial liability is replaced by another from the same lender on substantially different terms, or the
terms of an existing liability are substantially modified, such an exchange or modification is treated as a
de-recognition of the original liability and the recognition of a new liability, and the difference in the respective
carrying amounts is recognised in profit or loss.

(c) Initial and subsequent measurement

Derivative financial liabilities are initially measured at fair value and subsequently stated at fair value, with
any resulting gains or losses recognised in profit or loss. Net gains or losses on the derivatives include
exchange differences.

Trade and other payables are recognised initially at fair value plus directly attributable transaction costs and
subsequently measured at amortised cost using the effective interest method.

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

For other financial liabilities, gains and losses are recognised in profit or loss when the liabilities are de-
recognised, and through the amortisation process.

2.20 Offsetting financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position
when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a
net basis, or to realise the asset and settle the liability simultaneously.

2.21 Derivative financial instruments

A derivative financial instrument is initially recognised at its fair value on the date the contract is entered into and is
subsequently carried at its fair value. The method of recognising the resulting gain or loss depends on whether the
derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. Gains or losses
on derivatives that are not designated as a hedging instrument are recognised in profit or loss within ‘other gains/
(losses)-net’. The Group currently does not hedge any of its derivative financial instruments.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 103


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.22 Financial guarantee contracts

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the
holder for a loss it incurs because a specified debtor fails to make payment when due.

The Company has issued corporate guarantees to banks for borrowings of certain subsidiaries. These guarantees
are financial guarantees as they require the Company to reimburse the banks if the subsidiaries fail to make
principal or interest payments when due in accordance with the terms of their borrowings.

Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction costs. Subsequent
to initial recognition, 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.

The fair value of financial guarantee contracts is the estimated amount that would be payable to the holder for
assuming the obligations.

2.23 Revenue recognition

Revenue is recognised when it is probable that economic benefits will flow to the Group and the Company
and when they can be measured reliably. Revenue is measured at the fair value of consideration received or
receivable.

(a) Construction contracts

A construction contract is a contract specifically negotiated for the construction of an asset or a combination
of assets that are closely interrelated or interdependent in terms of their design, technology and functions
or their ultimate purpose or use.

When the outcome of a construction contract can be estimated reliably, contract revenue and contract
costs are recognised as revenue and expenses respectively by reference to the stage of completion of the
contract activity at the reporting date. The stage of completion of a construction contract is determined
based on the proportion that the contract costs incurred for work performed to date bear to the estimated
total costs for the contract. Costs incurred during the financial year in connection with future activity on a
contract are excluded from costs incurred to date when determining the stage of completion of a contract.
Such costs are shown as amounts due from/(to) customers on construction contracts in the statement of
financial position unless it is not probable that such contract costs are recoverable from the customers, in
which case such costs are recognised as an expense immediately.

When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised
to the extent of contract costs incurred that are likely to be recoverable.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is
recognised as an expense immediately.

Contract revenue comprises the initial amount of revenue agreed in the contract and variations in the
contract work and claims that can be measured reliably. A variation or a claim is only included in contract
revenue when it is probable that the customer will approve the variation or negotiations have reached an
advanced stage such that it is probable that the customer will accept the claim.

At the reporting date, the cumulative costs incurred plus recognised profit (less recognised loss) on
each contract is compared against the progress billings. Where the cumulative costs incurred plus the
recognised profits (less recognised losses) exceed progress billings, the balance is presented as ‘amount
due from customers on contracts’ within current assets. Where progress billings exceed the cumulative
costs incurred plus recognised profits (less recognised losses), the balance is presented as ‘amount due to
customers on contracts’ within current liabilities.

104 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.23 Revenue recognition (continued)

(a) Construction contracts (continued)

Progress billings not yet paid by customers and retentions by customers are included within ‘trade and
other receivables’.

(b) Sale of goods

Revenue from sale of goods is measured at the fair value of the consideration receivable and is recognised
in the profit or loss when the significant risks and rewards of ownership have been transferred to the buyer.

(c) Service income

Service income is recognised on an accrual basis when services have been rendered.

(d) Dividend income

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

(e) Rental income

Rental income is recognised on a time proportion basis over the lease term.

(f) Finance income on lease receivables

Finance income on lease receivables is recognised according to the effective interest rate method so as to
provide constant periodic rate of return on the net investment.

(g) Interest income

Interest income is recognised on a time proportion basis, taking into account the principal outstanding and
the effective interest rate applicable.

(h) Management fee

Management fee is recognised on an accrual basis when service is rendered.

(i) Hire of machinery and equipment

Income from hire of machinery and equipment is recognised on a time proportion basis over the term of
hire.

(j) Commission income

Commission income is recognised on an accrual basis when service is rendered.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 105


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.24 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 that asset. Capitalisation of borrowing costs commences when the
activities to prepare the asset for its intended use or sale are in progress and the expenditure and borrowing
costs are incurred. Capitalisation of borrowing costs is suspended or ceased when substantially all the activities
necessary to prepare the qualifying asset for its intended use or sale are interrupted or completed.

All other borrowing costs are recognised in profit or loss using the effective interest method in the period they
are incurred. Borrowing costs consist of interest and other costs that the Group and the Company incurred in
connection with the borrowing of funds.

2.25 Income taxes

(a) Current tax

Current tax expense is determined according to the tax laws of each jurisdiction in which the Group and
the Company operates and includes all taxes based upon the taxable profits after taking into consideration
available tax incentives.

Current taxes are recognised in profit or loss except to the extent that the tax relates to items recognised
outside profit or loss, either in other comprehensive income or directly in equity.

(b) Deferred tax

Deferred tax is recognised in full, using the liability method, on temporary differences at the reporting
date between the tax bases of assets and liabilities and their carrying amounts in the financial statements.
Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are
recognised for all deductible temporary differences to the extent that it is probable that taxable profits will
be available against which the deductible temporary differences or unused tax losses can be utilised.

Deferred tax is not recognised if the temporary difference arises from goodwill or from the initial recognition
of an asset or liability in a transaction which is not a business combination and, at the time of the transaction,
affects neither accounting profit nor taxable profit.

Deferred tax is recognised on temporary differences arising on investments in subsidiaries, associates and
joint ventures, except where the timing of the reversal of the temporary difference can be controlled by the
Group and it is probable that the temporary difference will not reverse in the foreseeable future. Generally
the Group is unable to control the reversal of the temporary difference for associates. Only where there is
an agreement in place that gives the Group the ability to control the reversal of the temporary difference,
the deferred tax liability is not recognised.

Deferred tax assets on any unutilised portion of tax incentives are recognised to the extent that it is probable
that future taxable profits will be available against which the unutilised tax incentives can be utilised.

Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised
or the liability is settled, based on tax rates that have been enacted or substantively enacted at the reporting
date.

Deferred tax is recognised in the profit or loss, except when it arises from a transaction which is recognised
directly in equity, in which case the deferred tax is also charged or credited directly to equity, or when it
arises from a business combination that is an acquisition, in which case the deferred tax is included in the
resulting goodwill.

Deferred tax assets and liabilities are offset when the enterprise has a legally enforceable right to offset and
intends to settle either on a net basis or to realise the asset and settle the liability simultaneously.

106 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.26 Employee benefits

(a) Short term benefits

Salaries, wages, bonuses and social security contributions are recognised as an expense in the financial
year in which the services are rendered by employees. Short term accumulating compensated absences
such as paid annual leave are recognised when services are rendered by employees that increase their
entitlements to future compensated absences, and short term non-accumulating compensated absences
such as sick leave are recognised when the absences occur. Non-monetary benefits such as medical care,
housing and other staff related expenses are charged to the profit or loss as and when incurred.

(b) Post-employment benefits

The Group has post-employment benefit schemes in accordance with local conditions and practices in the
countries in which it operates. These post-employment benefit schemes are defined contribution plans.

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate
entity (a fund) and will have no legal or constructive obligations to pay further contributions if the fund does
not hold sufficient assets to pay all employee benefits relating to employee services in the current and prior
periods.

As required by law, the Company and its subsidiaries in Malaysia make contributions to the Employees
Provident Fund (“EPF”) which is a defined contribution plan, whereas subsidiaries in other countries make
their respective local contributions, if required by law.

Such contributions are recognised as an expense in the profit or loss in the financial year to which they
relate.

2.27 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker. The Group Chief Executive Officer has been identified as the chief operating decision-maker as
he is responsible for allocating resources and assessing performance of the Group’s operating segments.

2.28 Assets classified as held for sale

Assets classified as held for sale are classified as assets/liabilities held for sale of the carrying amount is to be
recovered principally through a sale transaction and a sale is considered highly probable. They are stated at the
lower of carrying amount and fair value less costs to sell. Property, plant and equipment, prepaid lease payments
and intangible assets once classified as held for sale are not depreciated or amortised.

An impairment loss is recognised for any initial or subsequent write-down of the asset to fair value less costs to
sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset, but not in excess
of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of
the sale of the non-current asset is recognised at the date of derecognition.

2.29 Contingent liabilities

The Group and the Company does not recognise a contingent liability but discloses its existence in the financial
statements. A contingent liability is a possible obligation that arises from past events whose existence will be
confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the
Group or a present obligation that is not recognised because it is not probable that an outflow of resources will
be required to settle the obligation. A contingent liability also arises in the extremely rare case where there is a
liability that cannot be recognised because it cannot be measured reliably.

Contingent liability is not recognised on the statement of financial position of the Group, except for contingent
liability assumed in a business combination that is a present obligation and which the fair values can be reliably
determined.
WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 107
FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements 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 current circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by
definition, rarely equal the related actual results. The estimates and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below.

(a) Impairment of goodwill

The Group tests goodwill for impairment annually in accordance with the accounting policy in 2.11(a) and whenever
events or changes in circumstances indicate that the goodwill may be impaired. For the purposes of assessing
impairment, goodwill is allocated to cash-generating units that are expected to benefit from the synergies of the
business combination in which the goodwill arose. Judgement is required in the estimation of the present value of
future cash flows generated by the cash-generating units or groups of cash-generating units. These discounted
cash flow calculations use five-year projections that are based on financial forecast. Cash flow projections take
into account past experience and represent management’s best estimate about future developments. Cash flows
after the planning period are extrapolated using terminal growth rates. Key assumptions on which management
has based its determination of recoverable value include estimated revenue growth rates and weighted average
cost of capital. Changes in assumptions could affect the results of the Group’s test for impairment of goodwill.
Further details of the carrying amount and the key assumptions applied in the impairment assessment of goodwill
are given in Note 13.

(b) Construction contracts

The Group recognises contract revenue based on the stage of completion method. The stage of completion
is measured by reference to the contract costs incurred-to-date to the estimated total contract costs for the
contract. When it is probable that the estimated total contract costs will exceed the total contract revenue, the
expected loss is recognised as an expense immediately.

Judgement is required in the estimation of stage of completion, the extent of the contract costs incurred, as
well as the recoverability of the construction contracts. The Group evaluates the estimates made using past
experience.

(c) Impairment of non-financial assets

The Group assesses whether there is any indication that non-financial assets are impaired at the end of each
reporting period. Impairment is measured by comparing the carrying amount of an asset with its recoverable
amount. Recoverable amount is measured at the higher of the fair value less cost to sell for that asset and its
value-in-use. The value-in-use is the net present value of the projected future cash flows to be derived from
that asset. Projected future cash flows are calculated based on historical sector and industry trends, general
market and economic conditions, changes in technology and other available information. Changes to any of these
assumptions would affect the amount of impairment. Details of the carrying amount and the key assumptions
applied in the impairment assessment of investments in associates and joint ventures are given in Note 8 and
Note 9. Details of the key assumptions relating to impairment on property, plant and equipment are provided in
Note 4.

108 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


4 PROPERTY, PLANT AND EQUIPMENT

Electrical
installations,
computer Renovation
Plant, and office yard
Freehold Long term Short term machinery, equipment, development Capital
land and leasehold leasehold tools and furniture Motor and store work in
buildings buildings buildings equipment and fittings vehicles extension progress Total
Group Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2017
Cost
At 1 January 118,822 208,728 126,988 1,089,821 93,526 16,094 26,125 87,446 1,767,550
Additions 252 45,656 - 218,766 5,008 37,795 43,898 126,624 477,999
Disposals (1,147) (66,273) - (4,083) (352) (963) (197) (376) (73,391)
Write-offs - - - (139) (1,197) (42) (353) - (1,731)
Reclassification - 18,003 (12,614) 169,176 5,149 - - (179,714) -
Transfer from
investment
properties 6 - 2,997 - - - - - - 2,997
Transfer to
inventories - - - (7,198) - - - - (7,198)
FINANCIAL STATEMENTS

Transfer to assets
held for sale (173) - - (27,046) - - - - (27,219)
Effect of exchange
rate changes (78) (7,057) (10,759) (68,537) (5,045) 2,420 1,269 (2,026) (89,813)
At 31 December 117,676 202,054 103,615 1,370,760 97,089 55,304 70,742 31,954 2,049,194

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


109
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017
FINANCIAL STATEMENTS
NOTES TO THE
4 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Electrical
installations,
computer Renovation
Plant, and office yard
Freehold Long term Short term machinery, equipment, development Capital
land and leasehold leasehold tools and furniture Motor and store work in
buildings buildings buildings equipment and fittings vehicles extension progress Total
NOTES TO THE

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

2017
Accumulated
depreciation and
impairment loss
FINANCIAL STATEMENTS

At 1 January 7,306 66,368 102,950 708,150 73,501 12,468 15,148 - 985,891


Depreciation charge

110 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


for the financial
year 973 9,803 3,339 103,026 9,082 2,301 16,189 - 144,713
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

Impairment charge
for the financial
year - - - 53,549 70 - - 19,223 72,842
Disposals (7) (41,712) - (2,020) (182) (860) (38) - (44,819)
Write-offs - - - (9) (1,113) (24) (346) - (1,492)
FINANCIAL STATEMENTS

Reclassifications - 9,195 (9,195) - - - - - -


Transfer from
investment
properties 6 - 1,346 - - - - - - 1,346
Transfer to
inventory - - - (517) - - - - (517)
Transfer to assets
held for sale (80) - - (7,934) - - - - (8,014)
Effect of exchange
rate changes - (2,290) (9,050) (47,193) (4,687) (352) (1,212) (1,068) (65,852)
At 31 December 8,192 42,710 88,044 807,052 76,671 13,533 29,741 18,155 1,084,098
Carrying amount at
31 December 109,484 159,344 15,571 563,708 20,418 41,771 41,001 13,799 965,096
4 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Electrical
installations,
computer Renovation
Plant, and office yard
Freehold Long term Short term machinery, equipment, development Capital
land and leasehold leasehold tools and furniture Motor and store work in
buildings buildings buildings equipment and fittings vehicles extension progress Total
Group Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2016
Cost
At 1 January 96,987 157,549 122,413 974,897 84,271 16,526 24,862 125,624 1,603,129
Additions 10,956 - - 19,807 1,738 633 665 105,997 139,796
Disposals (82) (249) - (14,091) (330) (335) - - (15,087)
Write-offs (132) (13) - (2,789) (1,539) - (153) (11,562) (16,188)
Reclassification 10,360 46,485 - 65,209 10,803 - (94) (132,763) -
Transfer from
investment
properties 6 700 - - - - - - - 700
Transfer from
inventories - - - 12,043 - - - - 12,043
FINANCIAL STATEMENTS

Disposal of a
subsidiary - - - - (3,910) (844) - - (4,754)
Effect of exchange
rate changes 33 4,956 4,575 34,745 2,493 114 845 150 47,911
At 31 December 118,822 208,728 126,988 1,089,821 93,526 16,094 26,125 87,446 1,767,550

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


111
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017
FINANCIAL STATEMENTS
NOTES TO THE
4 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Electrical
installations,
computer Renovation,
Plant, and office yard
Freehold Long term Short term machinery, equipment, development Capital
land and leasehold leasehold tools and furniture Motor and store work in
buildings buildings buildings equipment and fittings vehicles extension progress Total
NOTES TO THE

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

2016
Accumulated
depreciation and
impairment loss
FINANCIAL STATEMENTS

At 1 January 6,143 58,885 39,453 593,257 67,495 11,698 12,325 11,562 800,818
Depreciation charge

112 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


for the financial
year 1,493 5,849 9,300 54,338 9,784 1,752 2,403 - 84,919
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

Impairment charge
for the financial
year - - 48,208 50,685 186 20 12 - 99,111
Disposals (58) (21) - (8,045) (318) (274) - - (8,716)
Write-offs - (2) - (2,399) (1,464) - (153) (11,562) (15,580)
FINANCIAL STATEMENTS

Reclassifications (285) 285 - 77 (77) - - - -


Transfer from
investment
properties 6 13 - - - - - - - 13
Disposal of a
subsidiary - - - - (3,642) (844) - - (4,486)
Effect of exchange
rate changes - 1,372 5,989 20,237 1,537 116 561 - 29,812
At 31 December 7,306 66,368 102,950 708,150 73,501 12,468 15,148 - 985,891
Carrying amount at
31 December 111,516 142,360 24,038 381,671 20,025 3,626 10,977 87,446 781,659
FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

4 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Renovations,
office
Long term Computer equipment,
leasehold and furniture Motor
building equipment and fittings vehicles Total
Company Note RM’000 RM’000 RM’000 RM’000 RM’000

2017
Cost
At 1 January 6,200 706 896 1,108 8,910
Additions - 24 3 - 27
Disposals - - - (400) (400)
Write-offs - (66) (1) - (67)
Transfer to investment properties 6 (2,175) - - - (2,175)
At 31 December 4,025 664 898 708 6,295

Accumulated depreciation
At 1 January 286 649 625 1,013 2,573
Depreciation charge for the financial
year 58 53 57 69 237
Disposals - - - (374) (374)
Write-offs - (66) (1) - (67)
Transfer to investment properties 6 (114) - - - (114)
At 31 December 230 636 681 708 2,255
Carrying amount at 31 December 3,795 28 217 - 4,040

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 113


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

4 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Renovations,
office
Long term Computer equipment,
leasehold and furniture Motor
building equipment and fittings vehicles Total
Company RM’000 RM’000 RM’000 RM’000 RM’000

2016
Cost
At 1 January 6,200 782 896 1,108 8,986
Additions - 24 4 - 28
Write-offs - (100) (4) - (104)
At 31 December 6,200 706 896 1,108 8,910

Accumulated depreciation
At 1 January 218 682 566 791 2,257
Depreciation charge for the
financial year 68 66 62 222 418
Write-offs - (99) (3) - (102)
At 31 December 286 649 625 1,013 2,573
Carrying amount at 31
December 5,914 57 271 95 6,337

Impairment of specialised building, plant and equipment

For the financial year ended 31 December 2017, the market conditions for the oil and gas sector saw decreased
demand which affected the utilisation of the Group’s property, plant and equipment. Given this impairment indicator,
management carried out an impairment assessment. Based on the recoverable amount which was estimated using
value in use calculations, an impairment charge amounting to RM72,842,000 (2016: RM99,111,000) was made on
certain specialised building, plant and equipment that were idle and were also not forecasted to generate sufficient
future economic benefits. The discount rate used for the value in use calculations was 20.5% (2016: 19%).

Assets pledged as security

The net book value of property, plant and equipment amounting to RM435,621,000 (2016: Nil) are pledged as security
for the advances from customer (Note 28).

114 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

5 PREPAID LEASE PAYMENTS

Unexpired Unexpired
period less period
than 50 years
50 years and above Total
RM’000 RM’000 RM’000

Group

2017
Cost
At 1 January - 136,103 136,103
Disposals - (33,481) (33,481)
At 31 December - 102,622 102,622

Accumulated amortisation
At 1 January - 15,181 15,181
Amortisation for the financial year - 1,509 1,509
Disposals - (4,652) (4,652)
At 31 December - 12,038 12,038
Carrying amount at 31 December - 90,584 90,584

2016

Cost
At 1 January 17,732 91,225 108,957
Additions - 27,146 27,146
Reclassification (17,732) 17,732 -
At 31 December - 136,103 136,103

Accumulated amortisation
At 1 January 5,704 7,899 13,603
Amortisation for the financial year - 1,578 1,578
Reclassification (5,704) 5,704 -
At 31 December - 15,181 15,181
Carrying amount at 31 December - 120,922 120,922

The title deeds to certain leasehold land of the Group stated at a total carrying amount of approximately RM29,432,000
(2016: RM39,520,000) have yet to be issued by the relevant authorities.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 115


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

6 INVESTMENT PROPERTIES

Group Company
2017 2016 2017 2016
Note RM’000 RM’000 RM’000 RM’000

Cost
At 1 January 14,527 16,301 20,400 20,400
Additions 30 51 - -
Transfer (to)/from property,
plant and equipment 4 (2,997) (700) 2,175 -
Disposal - (1,125) - -
At 31 December 11,560 14,527 22,575 20,400

Accumulated depreciation
and impairment loss
At 1 January 3,330 3,382 938 713
Depreciation charge for
the financial year 236 372 236 225
Impairment charge for the financial year - 16 - -
Transfer (to)/from property,
plant and equipment 4 (1,346) (13) 114 -
Disposal - (427) - -

At 31 December 2,220 3,330 1,288 938

Carrying amount 9,340 11,197 21,287 19,462

Fair value 45,853 49,322 41,977 40,113

116 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

6 INVESTMENT PROPERTIES (CONTINUED)

Fair value of investment properties is categorised as follows:

Level 1 Level 2 Level 3 Total


RM’000 RM’000 RM’000 RM’000

Group
2017
Land - - 12,166 12,166
Buildings - - 33,687 33,687
- - 45,853 45,853

2016
Land - - 12,166 12,166
Buildings - - 37,156 37,156
- - 49,322 49,322

Company
2017
Buildings - - 41,977 41,977

2016
Buildings - - 40,113 40,113

During the financial year, the Group and the Company carried out a review and noted there was no significant change
to the fair value of these properties.

Level 1 fair value is derived from quoted price in active markets for identical investment properties that the entity can
access at the measurement date.

Level 2 fair value is estimated using inputs other than quoted price included within Level 1 that are observable for the
investment properties, either directly or indirectly.

Level 3 fair value is estimated using unobservable inputs for the investment properties. The unobservable input relates
to the price per square feet. The fair value of investment properties were estimated based on valuation by independent
professionally qualified valuers using the comparison method. 

7 INVESTMENT IN SUBSIDIARIES
Company
2017 2016
RM’000 RM’000

Unquoted shares, at cost 817,334 774,471


Accumulated impairment losses (127,526) (133,664)
689,808 640,807
Advances to subsidiaries, deemed as net investment 32,393 32,393
722,201 673,200

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 117


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

7 INVESTMENT IN SUBSIDIARIES (CONTINUED)

Advances to subsidiaries for long term working capital purposes represent an extension of capital to the subsidiaries
and are such deemed to be net investment.

Details of subsidiaries are as follows:

Group’s effective
interest
2017 2016 Country of
% % incorporation Principal activities

Wasco Energy Ltd. 100 100 Bermuda Investment holding

Wasco Management Services Sdn. Bhd. 100 100 Malaysia Provision of management
support services

* Wasco Capital Pte. Limited 100 100 Singapore Investment holding

~ Wasco (Australia) Pty. Ltd. 60 60 Australia Provision of construction


services for the oil and gas
industry

#
Wasco Coatings Limited 100 100 Hong Kong, Investment holding
SAR

* Wasco Coatings UK Ltd. 100 100 England and Dormant


Wales

* Wasco Management Services S.R.L. 100 100 Italy Dormant

* Wasco Coatings Singapore Pte. Ltd. 100 100 Singapore Investment holding

~ Turn Key Pipeline Services B.V. 100 100 The Provision of engineering
Netherlands design, construction,
installation services and
supply of equipment for pipe
coating plant and facilities
for the oil and gas industry

Wasco Coatings Services Sdn. Bhd. 100 100 Malaysia Provision of pipe coating
and related services to the
oil and gas industry

~ Wasco Coatings Europe B.V. 100 100 The Provision of pipe coating
Netherlands and related services to the
oil and gas industry

~ Wasco-PAP Services Ghana Limited 70 70 The Republic Provision of services for the
of Ghana oil and gas sectors

118 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

7 INVESTMENT IN SUBSIDIARIES (CONTINUED)

Details of subsidiaries are as follows (continued):

Group’s effective
interest
2017 2016 Country of
% % incorporation Principal activities
#
Wasco Coatings Germany GmbH 100 100j Germany Provision of pipe coating
and related services to the
oil & gas industry

#
Wasco Coatings Germany (Plant and 100m - Germany Provision of pipe coating
Equipment) GmbH (formerly known and related services to the
as Eupec Pipeline Services GmbH) oil & gas industry and the
leasing of land, building and
coating equipment

#
Wasco Coatings Finland Oy 100 100i Finland Provision of pipe coating
and related services to the
oil & gas industry

#
Wasco Coatings Finland 100l - Finland Provision of pipe coating
(Plant and Equipment) Oy and related services to the
oil & gas industry and the
leasing of land, building and
coating equipment

#
Wasco Coatings Norway AS 100 100 Norway Provision of pipe coating
and related services to the
oil and gas industry

PPSC Industrial Holdings Sdn. Bhd. 100 100 Malaysia Investment holding

Wasco Resources Sdn. Bhd. 100 100 Malaysia Property investment holding

Wasco Coatings Malaysia Sdn. Bhd. 70 70 Malaysia Coating of pipes for the oil
and gas industry

Wasco Coatings Insulation Sdn. Bhd. 70 70 Malaysia Coating of pipes for the oil
and gas industry

#
Wasco Coatings HK Limited 100 100 Hong Kong, Investment holding,
SAR construction of coating
plants, marketing and
provision of pipe coating
and related services to the
oil and gas industry

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 119


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

7 INVESTMENT IN SUBSIDIARIES (CONTINUED)

Details of subsidiaries are as follows (continued):

Group’s effective
interest
2017 2016 Country of
% % incorporation Principal activities
~ Wasco Energy De Mexico S.A.DE C.V. 100 100f Mexico Provision of pipe coating
services to the oil and gas
industry

~ Wasco Kanssen Limited 100 100 British Virgin Investment holding and
Islands provision of pipe coating
services

* Jingzhou Wasco Kanssen Offshore 100 100 People’s Provision of pipe coating
Petroleum Engineering Co., Ltd. Republic of services
China

* Kanssen (Yadong) Coating Services 100 100 People’s Provision of pipe coating
(Jingzhou) Company Limited Republic of services
China

* PPSC China Limited 100 100 Hong Kong, Investment holding


SAR

Wasco Oil Technologies Sdn. Bhd. 100 100 Malaysia Investment holding and
provision of management
services

Wasco Oilfield Services Sdn. Bhd. 49π 49π Malaysia Investment holding, agent
and representative for the
supply of equipment and
the provision of related
services to the oil drilling
and production industry

Wasco Corrosion Services Sdn. Bhd. 63 63 Malaysia Supply and installation of


sacrificial anodes, provision
of cathodic protection
services and equipment,
corrosion protection
services, passive fire
protection services, special
paint coating services
and provision of technical
training services

120 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

7 INVESTMENT IN SUBSIDIARIES (CONTINUED)

Details of subsidiaries are as follows (continued):

Group’s effective
interest
2017 2016 Country of
% % incorporation Principal activities
Wasco Lindung Sdn. Bhd. 48π 48π Malaysia Manufacture, supply and
installation of sacrificial
anodes, provision of
cathodic protection services
and equipment, corrosion
protection services, passive
fire protection services,
special paint coating
services and provision of
technical training services

* PT. MPE Deepwater -a -a Indonesia Dormant (In Member’s


Voluntary Liquidation)

Asiana Emas Sdn. Bhd. 100 100 Malaysia Investment holding

Petro-Pipe (Sabah) Sdn. Bhd. 60 60 Malaysia Manufacturing and sales of


spiral welded pipes for the
oil and gas industry

Wasco Engineering Group Limited 100 100 British Virgin Investment holding
Islands

#
Wasco Engineering International Ltd. 100 100 British Virgin Leasing of compressors
Islands and power generators,
designing, engineering and
fabrication and sale of gas
processing and compression
systems and gas based
power generators; and
servicing and selling parts of
oil and gas processing and
compression systems

* PT Wasco Engineering International 100 100 Indonesia Consulting services, rental,


(formerly known as PT. Gas repair and maintenance
Services Indonesia) of natural gas industry
equipment

* WS Engineering & Fabrication Pte. Ltd. 100 100 Singapore Design, engineering and
fabrication of oil and gas
processing and compression
systems and equipment

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 121


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

7 INVESTMENT IN SUBSIDIARIES (CONTINUED)

Details of subsidiaries are as follows (continued):

Group’s effective
interest
2017 2016 Country of
% % incorporation Principal activities
~ Wasco Engineering Australia Pty. Ltd. 100 100 Australia Dormant

* WS Engineering Equipment Pte. Ltd. 100 100 Singapore Leasing of equipment and
provision of operation and
maintenance, and other
related services to the oil
and gas industry

~ Mackenzie Hydrocarbons (Australia) 100 100 Australia Provision of engineering


Pty. Ltd. consultancy and fabrication
services

* WS Engineering Technologies Pte. Ltd. 92 92 Singapore Engineering and fabrication


of oil and gas systems and
equipment.

#
PT. Wasco Engineering Indonesia 87 87 Indonesia Provision of engineering,
design, fabrication and
construction services for oil
and gas industry

~ Excel Tradition Limited -q 100 British Virgin Dormant (Struck off)


Islands

Gas Services International (M) Sdn. Bhd. -o - Malaysia Dormant (Dissolved)

Wasco Engineering & Technology Inc. 65 65 British Virgin Investment holding and
Islands provision of engineering
works and services

* Wasco E&P Services Limited 100 100 Hong Kong, Investment holding
SAR

* WSN Investments Limited 100 100 Hong Kong, Investment holding


SAR

* LTT Oil & Gas Nigeria Limited - -g Nigeria Provision of engineering


consultancy, product and
related services to the oil
and gas industry

122 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

7 INVESTMENT IN SUBSIDIARIES (CONTINUED)

Details of subsidiaries are as follows (continued):

Group’s effective
interest
2017 2016 Country of
% % incorporation Principal activities
* Wasco China International Limited 100 100 Hong Kong, Investment holding, trading
SAR of goods and provision
of marketing and other
services related to the oil
and gas industry

* Ashburn Offshore Oil & Gas Equipment 65 65 People’s Design and manufacturing of
& Engineering (Tianjin) Co. Ltd. Republic of products to the oil and gas
China industry

* Ashburn International Trade (Tianjin) 65 65 People’s International trade,


Co. Ltd. Republic of processing and assembling,
China storage of bonded goods
and development of high
technological products and
consultancy services

Jutasama Sdn. Bhd. 100 100 Malaysia Contracting of industrial


engineering projects

Mackenzie Industries Sdn. Bhd. 60 60 Malaysia Undertaking of steam boilers


and energy system projects

Jutasama Jaya Sdn. Bhd. 100 100 Malaysia Dormant

PMT Energy (Labuan) Ltd. 100 100 Federal Investment holding


Territory
of Labuan,
Malaysia

PMT Energy Sdn. Bhd. 100 100 Malaysia Project management for
biomass power plant

~ PMTI Energy (Cambodia) Co. Ltd. 75 75 Kingdom of Dormant


Cambodia

PMT Industries Sdn. Bhd. 100 100 Malaysia Manufacturing and


supplying of spare parts,
equipment and provision
of maintenance services
for palm oil and other
agricultural industries

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 123


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

7 INVESTMENT IN SUBSIDIARIES (CONTINUED)

Details of subsidiaries are as follows (continued):

Group’s effective
interest
2017 2016 Country of
% % incorporation Principal activities
PMT Industries (HK) Limited -n 100 Hong Kong, Dormant (Deregistered)
SAR

PMT Industries (Labuan) Ltd. 100 100 Federal Supply of equipment


Territory for palm oil and other
of Labuan, agricultural industries
Malaysia

PMT-Phoenix Industries Sdn. Bhd. -r 100 Malaysia Dormant (In Member’s


Voluntary Winding Up)

PMT-Dong Yuan Industries Sdn. Bhd. 100 100 Malaysia Fabrication, assembly
and supply of machinery
and equipment to palm oil
industry

* PT. PMT Industri 100 100 Indonesia Supply of spare parts,


equipment, provision of
maintenance services and
engineering consultation
for palm oil and other
agricultural industries

Petro-Pipe Industrial Corporation 100 100 Malaysia Investment holding


Sdn. Bhd.

Petro-Pipe Industries (M) Sdn. Bhd. 100 100 Malaysia Manufacturing and sales
of welded steel pipes and
related products

PPI Industries Sdn. Bhd. 100 100 Malaysia Manufacturing and sales
of welded steel pipes and
related products

Syn Tai Hung Trading Sdn. Bhd. 100 100 Malaysia Trading and distribution of
building materials

STH Sri Bulatan Sdn. Bhd. 100 100 Malaysia Dormant

Stellar Marketing Sdn. Bhd. 100 100 Malaysia Dormant

124 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

7 INVESTMENT IN SUBSIDIARIES (CONTINUED)

Details of subsidiaries are as follows (continued):

Group’s effective
interest
2017 2016 Country of
% % incorporation Principal activities
~ Syn Tai Hung (Cambodia) Co. Ltd 80 80 Kingdom of Trading, distribution and
Cambodia warehousing of building
materials and other strategic
business

Petro-Pipe Engineering Services 100 100 Malaysia Trading and distribution


Sdn. Bhd. parts and machineries and
other ancillary materials and
services

WDG Resources Sdn. Bhd. 60 60e Malaysia Manufacturing, fabrication,


trading, distribution
and service of industry
machinery, equipment and
parts

Spirolite (M) Sendirian Berhad 100 100 Malaysia Manufacturing and trading
of spiral pipes, straight
pipes, tubes, tanks and
containers

Spirolite Marketing Sdn. Bhd. 100 100 Malaysia Dormant

* Spirolite (Myanmar) Company Limited 100 100 The Republic Manufacturing and
of the Union of marketing of polyethylene
Myanmar pipes, fittings and tanks

Syn Tai Hung Borneo Sdn. Bhd. 70 70h Malaysia Trading and distribution of
building materials

* Wah Seong International Pte Limited 100 100 Hong Kong, Investment holding
SAR

~ WSIPL Australia Pty. Ltd. 100 100 Australia Dormant

Wah Seong Industrial Holdings 100 100 Malaysia Investment and property
Sdn. Bhd. holding and provision of
management services

Syn Tai Hung Corporation Sdn. Bhd. -b -b Malaysia Dormant (In Member’s
Voluntary Winding Up)

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 125


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

7 INVESTMENT IN SUBSIDIARIES (CONTINUED)

Details of subsidiaries are as follows (continued):

Group’s effective
interest
2017 2016 Country of
% % incorporation Principal activities
Wah Seong Ventures Sdn. Bhd. -d -d Malaysia Dormant (In Member’s
Voluntary Winding Up)

E-Green Technology Sdn. Bhd. -c -c Malaysia Dormant (In Member’s


Voluntary Winding Up)

Wah Seong Management Services 100p - Malaysia Provision of management


Sdn. Bhd. support services

WSC Capital Sdn. Bhd. 100 100 Malaysia Provide treasury services to
related companies

Maple Sunpark Sdn. Bhd. 100 100 Malaysia Letting of properties

Peakvest Sdn. Bhd. 100 100 Malaysia Letting of properties

Triple Cash Sdn. Bhd. 79 79 Malaysia Investment and property


holding

Sunrise Green Sdn. Bhd. 65 65 Malaysia Investment and property


holding

WSC Capital (Labuan) Limited -k 100k Federal Dormant (In Member’s


Territory Voluntary Winding Up)
of Labuan,
Malaysia

#
WS Agro Industries Pte. Ltd. -s 100 Singapore Investment holding

* Audited by a firm other than member firms of PricewaterhouseCoopers International Limited and
PricewaterhouseCoopers PLT.

#
Audited by a member firm of PricewaterhouseCoopers International Limited which is a separate and
independent legal entity from PricewaterhouseCoopers PLT.

~ Companies not required by their local laws to appoint statutory auditors.

126 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

7 INVESTMENT IN SUBSIDIARIES (CONTINUED)

s
On 21 December 2017, the Company and WSC Capital Sdn Bhd (“WSC Capital”), a direct wholly-owned subsidiary
of the Company had disposed of 2,000,001 ordinary shares and 3,000,000 redeemable preference shares of WS
Agro Industries Pte Ltd (“WS Agro”), representing 100% equity interest in WS Agro, for a total cash consideration
of USD6,000,000. As a result of the disposal, WS Agro ceased to be a wholly-owned subsidiary of the Company.

r
On 15 December 2017, PMT-Phoenix Industries Sdn. Bhd. (“PMT-Phoenix”), an indirect wholly-owned subsidiary
of the Company had at its Extraordinary General Meeting inter-alia, approved the special resolution to wind up
PMT-Phoenix by way of Member’s Voluntary Winding Up. As a result, the Group no longer controls the subsidiary
and as such it was not consolidated.

q
On 1 November 2017, Excel Tradition Limited, an indirect wholly-owned subsidiary of the Company, had been
struck-off from the Register of the British Virgin Islands Financial Services Commission. As a result, the Group no
longer controls the subsidiary and as such it was not consolidated.

p
On 16 June 2017, a wholly-owned subsidiary of the Company, Wah Seong Management Services Sdn Bhd
(“WSMS”) was incorporated in Malaysia pursuant to the Companies Act, 2016 with an initial issued and paid-
up share capital of RM1,000 comprising 1,000 ordinary shares with were fully subscribed and paid up by the
Company.

o
On 27 April 2017, Gas Services International (M) Sdn. Bhd. (“GSIM”), an indirect 70% owned subsidiary of the
Company, had held its final meeting for the Member’s Voluntary Winding Up. GSIM was fully dissolved after the
expiration of three months from the date of lodgement of the Return by Liquidator relating to the Final Meeting
with the Companies Commission of Malaysia and Official Receiver. As a result, the Group no longer controls the
subsidiary and as such it was not consolidated.

n
On 7 April 2017, PMT Industries (HK) Limited, an indirectly wholly-owned subsidiary of the Company, was
deregistered pursuant to Section 751 of the Companies Ordinance (Cap 622.) in Hong Kong.

m
On 14 February 2017, Wasco Coatings Germany GmbH (“WC Germany”), an indirect wholly owned subsidiary
of the Company, had acquired the entire issued and paid up share capital of 50,000 no par bear shares of EUR1
each, representing 100% equity interest in Wasco Germany AG (“WGAG”) (formely known as mutares Holding-16
AG (“MH-16”)) for a total consideration of EUR19,500,000.

WGAG is the sole shareholder of Wasco Coatings Germany (Plant and Equipment) GmbH (“WCGPE”) (formerly
known as Eupec Pipeline Services GmbH (“EUPEC Germany”)), with total share capital of Deutsche Mark 50,000.

Upon completion of the acquisition of WGAG, both WGAG and WCGPE became indirect wholly-owned subsidiaries
of the Company.

On 11 September 2017, WGAG was consolidated into WCGPE, both being the indirect wholly-owned subsidiaries
of the Company, as a single entity. As a result, WGAG ceased to be an indirect wholly-owned subsidiary of the
Company.


l
On 17 January 2017, Wasco Coatings Finland Oy (“WC Finland”), an indirect wholly-owned subsidiary of the
Company, incorporated a wholly-owned subsidiary in Finland, Wasco Coatings Finland (Plant and Equipment)
Oy (“WCFPE”) with an initial issued and paid-up share capital of EUR2,500 divided into 1,000 shares of EUR2.50
each.

k
On 27 December 2016, WSC Capital (Labuan) Limited (“WSCCL”), an indirect wholly-owned subsidiary of the
Company had at its Extraordinary General Meeting inter-alia, approved the special resolution to wind up WSCCL
by way of Member’s Voluntary Winding Up. As a result, the Group no longer controls the subsidiary and as such
it was not consolidated.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 127


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

7 INVESTMENT IN SUBSIDIARIES (CONTINUED)

j
On 22 August 2016, Wasco Coatings Europe B.V., an indirectly wholly-owned subsidiary of the Company, had
acquired the entire issued and paid up share capital of 25,000 shares of EUR2.50 each, representing 100%
equity interest in Wasco Coatings Germany GbmH (“WCG”) (formerly known as PROMOVIA Einundneunzigste
Verwaltungsgesellschaft mbH), for a total consideration of EUR25,000 (equivalent to approximately RM125,000).
Upon completion of the acquisition, WCG became an indirect wholly-owned subsidiary of the Company.

i
On 12 August 2016, Wasco Coatings Europe B.V., an indirectly wholly-owned subsidiary of the Company, had
acquired the entire issued and paid up share capital of 1,000 shares of EUR2.50 each, representing 100% equity
interest in Wasco Coatings Finland Oy (“WCF Oy”) (formerly known as Dobona Oy), for a total consideration
of EUR2,500 (equivalent to approximately RM11,000).Upon completion of the acquisition, WCF Oy became an
indirect wholly-owned subsidiary of the Company.

h
On 27 May 2016, Syn Tai Hung Borneo Sdn Bhd (“STH Borneo”) was incorporated in Malaysia. STH Borneo has
an initial issued and paid-up share capital of RM100 divided into 100 ordinary shares of RM1.00 each. STH Borneo
became an indirect 70% owned subsidiary of the Company, held through Syn Tai Hung Trading Sdn Bhd, an
indirect wholly-owned subsidiary, and Sabaconcrete Sdn Bhd, with equity interest of 70% and 30% respectively.

g
On 14 March 2016, WSN Investments Limited, an indirect wholly-owned subsidiary of the Company, has disposed
of 2,500,000 ordinary shares of Naira$1.00 each in the issued and paid-up share capital of LTT Oil & Gas Nigeria
(“LTT”), representing 100% equity interest in LTT, for a total cash consideration of USD900,000 (equivalent to
approximately RM3,703,000). As a result of the disposal, LTT ceased to be an indirect wholly-owned subsidiary of
the Company.

f
On 26 February 2016, the Company’s indirect wholly-owned subsidiaries namely Wasco Coatings Limited (“WCL”)
and Wasco Coatings HK Limited (“WCHKL”) had incorporated a wholly-owned subsidiary in Mexico, Wasco Energy
De Mexico S.A. DE C.V. (“WEDM”), with an initial fixed capital of Fifty Thousand Mexico Pesos ($50,000) divided
into 50,000 common and registered shares of One Mexico Peso ($1.00) each held through WCL and WCHKL, with
equity interest of 99.99% and 0.01% respectively.

e
On 18 January 2016, the Company diluted its indirect 75% equity interest held from 75% to 60% via its indirect
wholly-owned subsidiary namely, Syn Tai Hung Trading Sdn. Bhd. (“STHT”) in the paid-up capital of WDG
Resources Sdn. Bhd. (“WDG”) following the Renounceable Rights Issue Exercise undertaken by WDG of 200,000
ordinary shares of RM1.00 each issued and allotted proportionately to its existing shareholders which STHT had
renounced in totality.

d
On 30 December 2015, Wah Seong Ventures Sdn. Bhd. (“WSV”), an indirect wholly-owned subsidiary of the
Company had at its Extraordinary General Meeting inter-alia, approved the special resolution to wind up WSV by
way of Member’s Voluntary Winding Up. As a result, the Group no longer controls the subsidiary and as such it
was not consolidated.

c
On 21 December 2015, E-Green Technology Sdn. Bhd. (“EGTSB”), an indirect wholly-owned subsidiary of the
Company had at its Extraordinary General Meeting inter-alia, approved the special resolution to wind up EGTSB
by way of Member’s Voluntary Winding Up. As a result, the Group no longer controls the subsidiary and as such
it was not consolidated.

b
On 18 November 2015, Syn Tai Hung Corporation Sdn. Bhd. (“STHC”), an indirect wholly-owned subsidiary of the
Company had at its Extraordinary General Meeting inter-alia, approved the special resolution to wind up STHC by
way of Member’s Voluntary Winding Up. As a result, the Group no longer controls the subsidiary and as such it
was not consolidated.

a
On 7 March 2012, PT MPE Deepwater, indirect subsidiary of the Company had at its Extraordinary General Meeting,
inter-alia, approved the special resolutions to wind up the company by way of Member’s Voluntary Winding Up. As
a result, the Group no longer controls the subsidiary and as such it was not consolidated.

128 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

7 INVESTMENT IN SUBSIDIARIES (CONTINUED)


π
Although the Company does not own more than 50% of the equity shares of Wasco Oilfield Services Sdn. Bhd.
(“WOS”) and Wasco Lindung Sdn. Bhd. (“WL”), and consequently it does not control more than half of the voting
power of those shares, it has the power to appoint and remove the majority of the Board of Directors of WOS
and WL as such control of these entities is by the Company. Consequently, WOS and WL are controlled by the
Company and is consolidated in these financial statements.

Non-controlling interests in subsidiaries

The Group’s subsidiaries that have material non-controlling interests (“NCI”) are as follows:

Wasco Petro- Other


Mackenzie Coatings Pipe individually
Industries Malaysia (Sabah) immaterial
Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. subsidiaries Total
Group RM’000 RM’000 RM’000 RM’000 RM’000

2017
NCI percentage of ownership 40% 30% 40%
interest and voting interest
Carrying amount of NCI 9,961 90,640 (1,584) (2,806) 96,211
Net (loss)/profit allocated
to NCI (1,066) 3,428 (1,428) 688 1,622

Summarised financial
information before
intra-group elimination

As at 31 December
Non-current assets 5,794 33,816 80,087
Current assets 90,732 383,197 43,157
Current liabilities (71,624) (114,880) (127,204)
Net assets/(liabilities) 24,902 302,133 (3,960)

Financial year ended


31 December
Revenue 76,489 259,999 65,682
Net (loss)/profit (2,664) 11,426 (3,569)

Cash flows generated from/


(used in) operating
activities 5,688 12,083 (8,641)
Cash flows used in investing
activities (17,130) (22,465) (3,213)
Cash flows generated from/
(used in) financing
activities 28,633 26,284 (2,727)
Net change in cash and
cash equivalents 17,191 15,902 (14,581)
Dividends paid/payable
to NCI - - -

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 129


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

7 INVESTMENT IN SUBSIDIARIES (CONTINUED)

Non-controlling interests in subsidiaries (continued)

The Group’s subsidiaries that have material non-controlling interests (“NCI”) are as follows (continued):
Wasco Petro- Other
Mackenzie Coatings Pipe individually
Industries Malaysia (Sabah) immaterial
Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. subsidiaries Total
Group RM’000 RM’000 RM’000 RM’000 RM’000

2016
NCI percentage of ownership 40% 30% 40%
interest and voting interest
Carrying amount of NCI 11,154 87,212 (156) (6,297) 91,913
Net (loss)/profit allocated
to NCI (570) (5,674) 1,780 (1,788) (6,252)

Summarised financial
information before
intra-group elimination

As at 31 December
Non-current assets 4,585 60,458 80,020
Current assets 51,428 369,214 51,286
Current liabilities (28,128) (138,964) (131,695)
Net assets/(liabilities) 27,885 290,708 (389)

Financial year ended


31 December
Revenue 59,202 85,115 89,014
Net (loss)/profit (1,425) (18,914) 4,450

Cash flows generated from/


(used in) operating
activities 10,140 (3,636) 44,591
Cash flows (used in)/
generated from investing
activities (549) 31,344 14,355
Cash flows used in
financing activities (14,817) (37,790) (73,519)
Net change in cash and
cash equivalents (5,226) (10,082) (14,573)
Dividends paid/payable
to NCI 800 - -

130 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

8 INVESTMENT IN ASSOCIATES
Group
2017 2016
RM’000 RM’000

Quoted shares in Malaysia 130,114 130,114


Unquoted shares 84,093 189,043
Share of post-acquisition results and reserves (28,984) (47,487)
185,223 271,670
Less: Accumulated impairment loss - (56,487)
185,223 215,183

Share of net assets of associates 185,223 215,183

Quoted shares in Malaysia at fair value 71,404 82,223



Quoted shares – Petra Energy Berhad

As at 31 December 2017 and 31 December 2016, the fair value of the Group’s investment in quoted shares is based on
level 1 of the fair value hierarchy.

The market value of the Group’s interest in quoted shares, representing its fair value as at 31 December 2017,
was approximately RM71,404,000 (2016: RM82,222,500). This fair value is approximately RM22,920,000 (2016:
RM27,516,000) below the carrying value, giving rise to an impairment indicator.

Therefore, the recoverable amount is determined using value-in-use calculations. These calculations are based on the
discounted cash flows expected to be generated from the investment. Financial budgets approved by management
covering a period of 5 years and the terminal period are based on past performance and management’s expectation of
the future market developments.

The value-in-use calculations are mainly driven by the revenue growth rate, terminal value growth rate and discount
rate. The discount rate reflects the current market assessment of the risks specific to the industry and is based on the
cost of equity expected of the investment. The revenue growth rate takes into consideration the secured contracts as
at 31 December 2017 and the historical performance. The growth rate assumed for terminal value considers external
macroeconomic sources of data and industry specific trends.

The following table presents the key assumptions used for the value-in-use calculations.

2017 2016

Revenue growth rate for 5 years <0%* – 3.0% 4.6%


Discount rate 12.9% 12.4%
Growth rate for terminal value 2.0% 2.0%

* Negative growth is due to end of ongoing project.


WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 131


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

8 INVESTMENT IN ASSOCIATES (CONTINUED)

Quoted shares – Petra Energy Berhad (continued)

The value-in-use is above the carrying value of the Group’s investment in quoted shares. As such, no impairment loss
is deemed necessary to be recognised during the financial year.

Sensitivity

The recoverable amount of the investment in quoted shares would equal its carrying amount if the key assumptions
were to change as follows:

2017 2016
From To From To

Revenue growth rate for 5 years 1.5% (2.1%) 4.6% 3.9%


Discount rate 12.9% 18.1% 12.4% 12.9%
Growth rate for terminal value 2.0% (4.8%) 2.0% 1.4%

Unquoted shares – Atama Resources Inc.

During the financial year, the Company disposed 100% equity interest in its wholly-owned subsidiary, WS Agro
Industries Pte Ltd, which was the holding company of Atama Resources Inc. (“ARI”). As a result, ARI ceased to become
associate of the Company. The effects of the disposal of ARI is shown in Note 38.

In the prior year, the Group reviewed the recoverable amount of ARI which had suffered losses and did not achieve the
targets as set out in its business plan. Subsequently, management revised the business plan. The recoverable amount
was then determined using value-in-use calculations based on the discounted cash flows expected to be generated
from the forecasted period. As a result, the Group recognised an impairment loss of RM56,487,000 in the previous
financial year.

Impairment of investment in associates

The movements for allowance for impairment loss on investment in associates during the financial year are as follows:

Group
2017 2016
RM’000 RM’000

At 1 January 56,487 -
Impairment loss recognised 271 56,487
Disposal of an associate (56,758) -
At 31 December - 56,487

132 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

8 INVESTMENT IN ASSOCIATES (CONTINUED)

Details of associates are as follows:

Group’s effective
interest
Country of 2017 2016
incorporation % % Principal activities

WS Integrasi Sdn. Bhd. Malaysia 49c - Trading, distribution, sales


and marketing of the group’s
product and services in the
oil & gas, renewable energy,
engineering, industrial and
property (including land
acquisitions) industries as
well as undertaking other
external business services
opportunities

Petra Energy Berhad Malaysia 27 27 Investment holding

Evraz Wasco Pipe Protection Corporation Canada 49 49 Provision of pipe coating


services

Syarikat Beka Sdn. Bhd. Malaysia 48 48 Dormant

Lesso Home Syn Tai Hung Sdn. Bhd. Malaysia 49a - Sales and distribution
for building materials,
architectural products and
home furnishing goods

Wah Seong Boustead Company Limited Myanmar 50 50 Property development,


trading and provision of
auxiliary services

TOT Inspection Sdn. Bhd. Malaysia -b -b Dormant (Dissolved)

Atama Resources Inc. Republic of -d 49 Investment holding


Mauritius

d
On 21 December 2017, the Company and WSC Capital Sdn Bhd (“WSC Capital”), a direct wholly-owned subsidiary
of the Company had disposed of 2,000,001 ordinary shares and 3,000,000 redeemable preference shares of WS
Agro Industries Pte Ltd (“WS Agro”), representing 100% equity interest in WS Agro, the holding company of
Atama Resources Inc. (“ARI”), for a total cash consideration of USD6,000,000.

As a result of the disposal, WS Agro ceased to be a wholly-owned subsidiary of the Company. Accordingly, ARI
and its subsidiaries namely, Atama Plantation SARL, Signet Plus Sdn. Bhd., Agro Commodities Inc. and Atama
Forest SARL also ceased to become associates of the Company.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 133


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

8 INVESTMENT IN ASSOCIATES (CONTINUED)

c
On 12 September 2017, the Company together with Tengku Rozitatoria binti Tengku Rostam, had incorporated a
company in Malaysia by the name of WS Integrasi Sdn. Bhd. (“WSI”). The total issued and paid-up share capital of
WSI is RM1,000 comprising 1,000 ordinary shares which were held in the proportions of 51% and 49% by Tengku
Rozitatoria binti Tengku Rostam and the Company, respectively.

b
On 2 May 2017, TOT Inspection Sdn. Bhd. (“TOTI”), an indirect associate company of the Company had held
its final meeting for the Member’s Voluntary Winding Up. TOTI was fully dissolved after the expiration of three
months from the date of lodgement of the Return by Liquidator relating to the Final Meeting with the Companies
Commission of Malaysia and Official Receiver.

a
On 26 January 2017, Lesso Home Syn Tai Hung Sdn Bhd (“LHSTH”) was incorporated in Malaysia following
the Joint Venture and Shareholders’ Agreement entered into between Lesso Home Service Holdings Limited
(“LESSO”) and Syn Tai Hung Trading Sdn Bhd (“STHT”), an indirect wholly-owned subsidiary of the Company.

The total issued and paid-up share capital of LHSTH is RM100 only divided into 100 ordinary shares and held in
the proportion of 51% and 49% by LESSO and STHT respectively. As a result, LHSTH became the Company’s
indirect associate held through STHT.

134 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

8 INVESTMENT IN ASSOCIATES (CONTINUED)

The following table summarises the information of the Group’s material associates and reconciles the information to
the carrying amount of the Group’s interest in the associates. The information have been adjusted to reflect the equity
method of accounting, including fair value adjustments:

Evraz Other
Petra Atama Wasco Pipe individually
Energy Resources Protection immaterial
Berhad Inc. Corporation associates Total
Group RM’000 RM’000 RM’000 RM’000 RM’000

2017
Summarised financial
information
As at 31 December
Non-current assets 436,181 - 150,139
Current assets 390,704 - 68,344
Non-current liabilities (91,863) - -
Current liabilities (384,377) - (34,735)

Net assets 350,645 - 183,748

Financial year ended


31 December
Revenue 462,604 - 41,877
Net (loss)/profit (33,270) - 18,544
Other comprehensive
expense (13,611) - -
Total comprehensive
(expense)/income (46,881) - 18,544

Reconciliation of net assets


to carrying amount
As at 31 December
Group’s share of net assets 94,324 - 90,037 794 185,155
Goodwill - - - 68 68

Carrying amount in
statement of financial
position 94,324 - 90,037 862 185,223

Group’s share of results


Financial year ended
31 December
Group’s share of (loss)/profit (8,950) (5,043) 9,087 43 (4,863)
Dividend receivable/received 4,228 - - - 4,228

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 135


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

8 INVESTMENT IN ASSOCIATES (CONTINUED)

The following table summarises the information of the Group’s material associates and reconciles the information to
the carrying amount of the Group’s interest in the associates. The information have been adjusted to reflect the equity
method of accounting, including fair value adjustments (continued):

Evraz Other
Petra Atama Wasco Pipe individually
Energy Resources Protection immaterial
Berhad Inc. Corporation associates Total
Group RM’000 RM’000 RM’000 RM’000 RM’000

2016
Summarised financial
information
As at 31 December
Non-current assets 445,893 184,110 164,593
Current assets 375,770 8,414 27,425
Non-current liabilities (91,515) (8) -
Current liabilities (321,280) (16,405) (38,695)

Net assets 408,868 176,111 153,323

Financial year ended


31 December
Revenue 333,241 - 12,160
Net loss (128,550) (27,152) (12,282)
Other comprehensive
income/(expense) 1,703 (1,015) -
Total comprehensive
expense (126,847) (28,167) (12,282)

Reconciliation of net assets


to carrying amount
As at 31 December
Group’s share of net assets 109,985 86,224 75,128 265 271,602
Goodwill - - - 68 68
Less: Accumulated
impairment loss - (56,487) - - (56,487)

Carrying amount in
statement of financial
position 109,985 29,737 75,128 333 215,183

Group’s share of results


Financial year ended
31 December
Group’s share of (loss)/profit (34,580) (13,294) (6,018) 37 (53,855)
Dividend receivable/received 3,462 - - - 3,462

136 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

9 INVESTMENT IN JOINT VENTURES

Group
2017 2016
RM’000 RM’000

Unquoted shares 159,367 166,443


Share of post-acquisition results and reserves (4,141) (2,151)
155,226 164,292
Less: Accumulated impairment loss (8,780) (9,774)
146,446 154,518

Share of net assets of joint ventures 146,446 154,518

During the financial year, the Group reviewed the recoverable amount of its investment in a joint venture, Alam-PE
Holdings (L) Inc. The recoverable amount was determined using value-in-use calculations. The calculations are based
on discounted cash flows expected to be generated from the investment based on past performance and management’s
business plan.

The value-in-use calculations are mainly driven by the revenue growth rate, terminal value growth rate and discount
rate. The discount rate reflects the current market assessment of the risks specific to the industry and is based on the
cost of equity. The revenue growth rate takes into consideration the secured contracts as at 31 December 2017 and
historical performance. The growth rate assumed for terminal value considers external macroeconomic sources of data
and industry specific trends.

The following table presents the key assumptions used to determine the value-in-use.

2017 2016

Revenue growth rate for 5 years <0%* – 7.5% 3.3%


Discount rate 13.0% 11.1%
Growth rate for terminal value 2.5% 2.0%

* Negative growth is due to end of ongoing project.

The value-in-use is above the carrying value of the Group’s investment in a joint venture. As such, no impairment loss
is deemed necessary to be recognised during the financial year.

Sensitivity

The recoverable amount of the investment in a joint venture would equal its carrying amount if the key assumptions
were to change as follows:

2017 2016
From To From To
Revenue growth rate for 5 years 7.5% 6.2% 3.3% 2.4%
Discount rate 13.0% 13.5% 11.1% 11.4%
Growth rate for terminal value 2.5% 1.8% 2.0% 1.6%

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 137


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

9 INVESTMENT IN JOINT VENTURES (CONTINUED)

Impairment of investment in joint ventures

The movements for allowance for impairment loss on investment in joint ventures during the financial year are as
follows:

Group
2017 2016
RM’000 RM’000

At 1 January 9,774 9,586


Effect of exchange rate changes (994) 188
At 31 December 8,780 9,774

Details of joint ventures are as follows:

Group’s effective
interest
Country of 2017 2016
incorporation % % Principal activities

Boustead Wah Seong Sdn. Bhd. Malaysia 50 50 Investment holding

Socotherm Shashi Pipe Coating Co. Ltd. People’s 50 50 Provision of pipe coating
Republic of services
China

Socotherm PPSC Ningbo (Daxie) People’s 50 50 Marketing and provision of


Pipe Coating Co. Limited Republic of pipe coating services to the
China oil and gas industry

Sichuan Chuanshi Kanssen (Yadong) People’s 51 51 Provision of pipe coating


Coating Services Company Limited Republic of services
China

Shaanxi Yadong Anti-Corrosion People’s 55 55 Provision of pipe coating


Company Limited Republic of services
China

Pesanan Dinamik Sdn. Bhd. Malaysia -b -b Dormant (Dissolved)

Bayou Wasco Insulation, LLC United States 49 49 Provision of thermal


of America insulation coating services
to pipes or pipelines

PMT SHINKO Turbine Sdn. Bhd. Malaysia 49 49 Assembly and supply of


equipment for palm oil and
other agricultural industries

138 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

9 INVESTMENT IN JOINT VENTURES (CONTINUED)

Details of joint ventures are as follows (continued):

Group’s effective
interest
Country of 2017 2016
incorporation % % Principal activities

Wasco Engineering & Technology People’s -a 36a Dormant (Dissolved)


(Nantong) Co., Ltd. Republic of
China

Welspun Wasco Coatings Private Limited India 49 49 Provision of pipe coating


services

Alam-PE Holdings (L) Inc. Federal 49 49 Investment holding


Territory
of Labuan,
Malaysia

b
On 11 December 2017, Pesanan Dinamik Sdn. Bhd. (“PDSB”), an indirect joint-venture of the Company, had
held its final meeting for the Member’s Voluntary Winding Up. PDSB would be fully dissolved after the expiration
of three months from the date of lodgement of the Return by Liquidator relating to the Final Meeting with the
Companies Commission of Malaysia and Official Receiver.

a
On 20 January 2017, Wasco Engineering & Technology (Nantong) Co., Ltd completed its Members’ Voluntary
Winding Up via approval granted by the Industry and Commerce of Nantong, the People’s Republic of China.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 139


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

9 INVESTMENT IN JOINT VENTURES (CONTINUED)



The following table summarises the information of the Group’s material joint ventures and reconciles the information
to the carrying amount of the Group’s interest in the joint ventures. The information have been adjusted to reflect the
equity method of accounting, including fair value adjustments:

Welspun Other
Bayou Boustead Wasco individually
Alam-PE Wasco Wah Coatings immaterial
Holdings Insulation, Seong Private joint
(L) Inc. LLC Sdn. Bhd. Limited ventures Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2017

Summarised financial
information

As at 31 December
Non-current assets 187,077 79,847 46,226 39,207
Current assets 34,682 14,094 8,106 3,165
Cash and cash equivalents 1,081 4,021 40,388 24,696
Non-current liabilities - (64,731) (5,232) (43,191)
Current liabilities (13,808) (8,112) (19,444) (14,304)

Financial year ended


31 December

Net profit/(loss) 1,085 19,315 6,004 (6,659)


Other comprehensive
expense - - (7,254) -
Total comprehensive
income/(expense) 1,085 19,315 (1,250) (6,659)

Included in the total


comprehensive income/
(expense) are:
Revenue 41,868 216,157 26,611 86,509
Interest income - - 83 -
Depreciation and
amortisation (11,554) - (7,397) (2,620)
Interest expense - (2,637) - (3,320)
Tax expense (102) - (1,673) (1,406)

140 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

9 INVESTMENT IN JOINT VENTURES (CONTINUED)

The following table summarises the information of the Group’s material joint ventures and reconciles the information
to the carrying amount of the Group’s interest in the joint ventures. The information have been adjusted to reflect the
equity method of accounting, including fair value adjustments (continued):

Welspun Other
Bayou Boustead Wasco individually
Alam-PE Wasco Wah Coatings immaterial
Holdings Insulation, Seong Private joint
(L) Inc. LLC Sdn. Bhd. Limited ventures Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2017 (continued)

Reconciliation of net assets


to carrying amount

As at 31 December
Group’s share of net assets 102,426 12,308 17,431 4,691 16,489 153,345
Goodwill 11,989 - - - 648 12,637
Less: Elimination of
unrealised profits - (10,756) - - - (10,756)
Less: Accumulated
impairment loss - - - - (8,780) (8,780)
Carrying amount in
statement of financial
position 114,415 1,552 17,431 4,691 8,357 146,446

Group’s share of results

Financial year ended


31 December
Group’s share of profit
or loss 532 9,464 1,774 (3,263) 1,370 9,877
Group’s share of other
comprehensive expense - - (1,850) - - (1,850)
Group’s share of total
comprehensive income/
(expense) 532 9,464 (76) (3,263) 1,370 8,027
Dividend receivable/
received 7,350 - - - - 7,350

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 141


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

9 INVESTMENT IN JOINT VENTURES (CONTINUED)

The following table summarises the information of the Group’s material joint ventures and reconciles the information
to the carrying amount of the Group’s interest in the joint ventures. The information have been adjusted to reflect the
equity method of accounting, including fair value adjustments (continued):

Welspun Other
Bayou Boustead Wasco individually
Alam-PE Wasco Wah Coatings immaterial
Holdings Insulation, Seong Private joint
(L) Inc. LLC Sdn. Bhd. Limited ventures Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2016

Summarised financial
information

As at 31 December
Non-current assets 203,089 86,193 57,645 44,726
Current assets 25,589 94,788 12,767 1,937
Cash and cash equivalents 5,105 1,396 27,563 20,539
Non-current liabilities - (95,008) (6,877) (33,015)
Current liabilities (10,978) (79,779) (19,803) (17,621)

Financial year ended


31 December
Net profit/(loss) 5,805 502 5,772 (2,365)
Other comprehensive
(expense)/income (27) (25) 3,221 (796)

Total comprehensive
income/(expense) 5,778 477 8,993 (3,161)
Included in the total
comprehensive income/
(expense) are:
Revenue 30,806 135,817 28,943 -
Interest income - - 7 -
Depreciation and
amortisation (12,477) (4) (7,120) (96)
Interest expense (1,042) (2,669) - (1,339)
Tax expense - - (2,197) 1,314

142 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

9 INVESTMENT IN JOINT VENTURES (CONTINUED)

The following table summarises the information of the Group’s material joint ventures and reconciles the information
to the carrying amount of the Group’s interest in the joint ventures. The information have been adjusted to reflect the
equity method of accounting, including fair value adjustments (continued):

Welspun Other
Bayou Boustead Wasco individually
Alam-PE Wasco Wah Coatings immaterial
Holdings Insulation, Seong Private joint
(L) Inc. LLC Sdn. Bhd. Limited ventures Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2016 (continued)

Reconciliation of net assets


to carrying amount

As at 31 December
Group’s share of net assets 109,174 3,719 17,507 8,117 16,857 155,374
Goodwill 12,060 - - - 577 12,637
Less: Elimination of
unrealised profits - (3,504) - - - (3,504)
Reclassification to other
payables - (215) - - - (215)
Less: Accumulated
impairment loss - - - - (9,774) (9,774)
Carrying amount in
statement of financial
position 121,234 - 17,507 8,117 7,660 154,518

Group’s share of results

Financial year ended


31 December
Group’s share of profit
or loss 2,844 246 1,877 (1,159) 4,004 7,812
Group’s share of other
comprehensive (expense)/
income (13) (12) 250 (390) (427) (592)
Group’s share of total
comprehensive income/
(expense) 2,831 234 2,127 (1,549) 3,577 7,220
Dividend receivable/
received - - - - - -

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 143


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

10 FINANCE LEASE RECEIVABLES

Group
2017 2016
RM’000 RM’000

Minimum lease receivables:

Not later than 1 year - 9,772


Later than 1 year and not later than 2 years - -
- 9,772
Less: Future finance income - (47)
Present value of finance lease assets - 9,725

Present value of finance lease receivables:

Not later than 1 year - 9,725


Later than 1 year and not later than 2 years - -
- 9,725

The effective interest rate of the Group’s finance lease receivables is nil (2016: ranges from 1.77% to 1.88%). Included
in minimum lease receivables are the estimated unguaranteed residual values of the leased assets of nil (2016:
RM3,501,000).

11 AVAILABLE-FOR-SALE FINANCIAL ASSETS

Quoted
shares in
Malaysia
Group RM’000

2017
At fair value 10

Market value of quoted investments 10

2016

At fair value 10

Market value of quoted investments 10

144 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

12 DERIVATIVE FINANCIAL ASSETS

Contract/
notional Assets Liabilities
Group amount RM’000 RM’000

2017
Current

Non-hedging derivatives
Financial assets at fair value through profit or loss
- Forward currency contracts SGD1,200,000 94 -

2016
Current

Non-hedging derivatives
Financial assets at fair value through profit or loss
- Forward currency contracts USD1,724,000 581 -

The Company did not hold any derivative financial instruments as at 31 December 2017 (2016: Nil).

Non-hedging derivatives

The Group uses forward currency contracts to manage some of the transaction exposures and limit its exposure to
adverse fluctuation in foreign currency. These contracts are not designated as cash flow or fair value hedges.

Forward currency contracts

The Group enters into foreign currency forward contracts to protect the Group from movements in exchange rates
by establishing the rate at which a foreign currency asset or liability will be settled. Forward currency contracts are
mainly used to hedge certain trade receivables and trade payables denominated in Singapore Dollar for which firm
commitments existed at the reporting date, extending to April 2018 (2016: February 2017).

Gains or losses arising from fair value changes of its financial assets and financial liabilities

During the financial year, the Group recognised a loss of RM487,000 (2016: gain of RM995,000) respectively in the profit
or loss arising from fair value changes of its derivative financial assets and liabilities. The method and assumptions
applied in determining the fair value of derivatives are disclosed in Note 47.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 145


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

13 GOODWILL AND OTHER INTANGIBLE ASSETS

Technical Intellectual
Goodwill Trademark know-how property Total
Group Note RM’000 RM’000 RM’000 RM’000 RM’000

2017
Cost
At 1 January 155,089 192 112 4,391 159,784
Additions - 25 - - 25
Written off - - - (455) (455)
Effect of exchange rate changes (11,897) (19) - (136) (12,052)
At 31 December 143,192 198 112 3,800 147,302

Accumulated amortisation and


impairment loss
At 1 January - - 112 4,391 4,503
Written off - - - (455) (455)
Effect of exchange rate changes - - - (136) (136)
At 31 December - - 112 3,800 3,912
Carrying amount at 31 December 143,192 198 - - 143,390

2016
Cost
At 1 January 150,307 142 112 4,466 155,027
Additions - 40 - - 40
Effect of exchange rate changes 4,782 10 - (75) 4,717
At 31 December 155,089 192 112 4,391 159,784

Accumulated amortisation and


impairment loss
At 1 January - - 112 4,466 4,578
Effect of exchange rate changes - - - (75) (75)
At 31 December - - 112 4,391 4,503
Carrying amount at 31 December 155,089 192 - - 155,281

146 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

13 GOODWILL AND OTHER INTANGIBLE ASSETS (CONTINUED)

Impairment testing of goodwill

Goodwill arising from business combination has been allocated to the Group’s cash-generating units (“CGU”) identified
according to operating divisions. The carrying amounts of goodwill allocated to the respective CGUs are as follows:

Group
2017 2016
RM’000 RM’000

Cash-generating units

Specialised Pipe Coating and Corrosion Protection Services (CGU A) 77,157 83,048
EPC, Fabrication and Rental of Gas Compressors and Process
Equipment (CGU B) 66,035 72,041
143,192 155,089

The recoverable amount of the CGU is determined based on value-in-use calculations. These calculations use pre-tax
cash flow projections based on financial budgets approved by management covering a period of 5 years (2016: 5 years)
based on past performance and their expectations of the market development. Terminal value is estimated at the end
of the 5-year period.

Value-in-use was determined by discounting the future cash flows generated from the CGUs based on the following
key assumptions on the premise that there will be no material changes in the Group’s principal activities.

2017 2016
Revenue Pre-tax Revenue Pre-tax
growth discount growth discount
rate rate rate rate

CGU A <0%* – 5.0% 19.4% 3.7% 19.0%


CGU B 4.8% 20.5% 4.5% 16.5%

* Negative growth is due to end of ongoing project.

The key assumptions used in calculating the value-in-use are described below:

(i) Terminal growth rate

Terminal growth rate of 2.0% for CGU A and 1.5% for CGU B (2016: zero growth rate for both CGU A and CGU
B) were used to determine the terminal values beyond the 5-year period cash flows.

(ii) Discount rate

The discount rates used reflect the weighted average cost of capital of the Group with a premium representing
the business risk of the respective CGUs.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 147


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

13 GOODWILL AND OTHER INTANGIBLE ASSETS (CONTINUED)

Sensitivity

The recoverable amount of CGU A and CGU B is estimated to exceed the carrying amount at 31 December 2017 and
31 December 2016. The recoverable amount of CGU A would equal its carrying amount if the key assumptions were to
change as disclosed below.

2017 2016
From To From To

CGU A
Revenue growth rate for 5 years 5.0% (7.0%) 3.7% 0.8%
Pre-tax discount rate 19.4% 21.5% 19.0% 23.2%
Growth rate for terminal value 2.0% (1.7%) 0% (5.1%)

The recoverable amount of CGU B is not sensitive to the changes in the key assumptions.

14 DEFERRED TAX ASSETS/(LIABILITIES)

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

Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000

Deferred tax assets 41,724 24,525 2,062 2,175


Deferred tax liabilities (13,128) (19,399) - -
28,596 5,126 2,062 2,175

At 1 January 5,126 (7,373) 2,175 1,029

Credited/(Charged to) to profit or loss


(Note 35):
- Unused tax losses 14,087 3,814 - -
- Property, plant and equipment 23,343 5,869 17 8
- Provisions and accruals (14,486) 9,051 (130) 1,138
- Incentives - (1,982) - -
- Unrealised foreign exchange 1,320 (3,348) - -
- Others 669 233 - -
24,933 13,637 (113) 1,146
Effect of exchange rate changes (1,463) (1,138) - -
At 31 December 28,596 5,126 2,062 2,175

148 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

14 DEFERRED TAX ASSETS/(LIABILITIES) (CONTINUED)

Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000

Subject to income tax

Deferred tax assets (before offsetting)


- Unused tax losses 21,416 7,505 - -
- Property, plant and equipment 16,078 1,855 - -
- Provisions and accruals 6,072 21,367 2,094 2,224
- Unrealised foreign exchange losses 116 118 - -
- Others 1,121 119 - -
44,803 30,964 2,094 2,224
Offsetting (3,079) (6,439) (32) (49)
Deferred tax assets (after offsetting) 41,724 24,525 2,062 2,175

Deferred tax liabilities (before offsetting)


- Property, plant and equipment (10,918) (23,156) (32) (49)
- Unrealised foreign exchange gains (377) (1,804) - -
- Others (4,912) (878) - -
(16,207) (25,838) (32) (49)
Offsetting 3,079 6,439 32 49
Deferred tax liabilities (after offsetting) (13,128) (19,399) - -

The Group did not recognise deferred tax assets arising from the following temporary differences of certain subsidiaries
as it is not probable that future taxable profit will be available against which the deferred tax assets can be utilised in
these subsidiaries.

Group
2017 2016
RM’000 RM’000

Deductible temporary differences on:


- Unused tax losses 300,897 358,026
- Unabsorbed capital allowances 67,496 75,725
- Provisions and accruals 13,400 -
- Others 19,682 27,038
401,475 460,789

Deferred tax assets not recognised 93,625 106,137

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 149


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

15 INVENTORIES

Group
2017 2016
RM’000 RM’000

Raw materials 126,597 112,614


Work-in-progress 70,747 42,276
Manufactured and trading goods 56,404 37,433
Consumables 14,774 13,725
Goods in transit 21,637 2,350
290,159 208,398

16 AMOUNTS DUE FROM/(TO) CUSTOMERS ON CONTRACTS

Group
2017 2016
RM’000 RM’000

Aggregate costs incurred to date 302,658 878,075


Attributable profits recognised to date less recognised losses 86,125 169,995
388,783 1,048,070
Less: Progress billings on contracts (368,075) (1,026,652)
20,708 21,418

Represented by:
Amounts due from customers on contracts 52,467 43,981
Amounts due to customers on contracts (31,759) (22,563)
20,708 21,418

Retention sums on contracts (included within trade receivables) 2,872 2,152

150 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

17 TRADE AND OTHER RECEIVABLES

Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000

Gross trade receivables 399,815 316,117 - -


Less: Allowance for impairment loss (18,433) (19,748) - -
381,382 296,369 - -

Other receivables, deposits and prepayments 477,944 182,157 14,433 1,923


Less: Allowance for impairment loss (16,190) (15,741) (15) (15)
461,754 166,416 14,418 1,908
Total net receivables 843,136 462,785 14,418 1,908

Credit risk concentration profile

The Group determines concentration of credit risk by monitoring the business segment of its trade receivables on an
ongoing basis. The credit risk concentration profile of the Group’s trade receivables at the reporting date is as follows:

Group
2017 2016
RM'000 RM'000

Oil & Gas 149,904 86,575


Renewable Energy 53,696 67,315
Industrial Trading & Services 177,782 142,479
Total 381,382 296,369

Concentration of credit risk exists within the Oil & Gas segment which primarily trades with oil majors. However, the
Group considers the risk of default by these oil majors to be negligible given their relative size and financial strength.

There is no concentration of credit risk within the Renewable Energy and Industrial Trading & Services segments as the
balances are distributed over a large number of customers.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 151


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

17 TRADE AND OTHER RECEIVABLES (CONTINUED)

Ageing analysis of trade receivables

The ageing analysis of the Group’s trade receivables is as follows:

Gross trade Impairment Net trade


receivables loss receivables
RM'000 RM'000 RM'000

2017
Not past due 145,027 - 145,027
1 to 30 days overdue 82,307 - 82,307
31 to 60 days overdue 62,959 - 62,959
61 to 90 days overdue 34,864 - 34,864
91 to 180 days overdue 40,991 - 40,991
181 to 365 days overdue 8,794 - 8,794
More than 365 days overdue 24,873 (18,433) 6,440
Total 399,815 (18,433) 381,382

2016
Not past due 138,298 - 138,298
1 to 30 days overdue 81,312 - 81,312
31 to 60 days overdue 28,145 - 28,145
61 to 90 days overdue 20,234 - 20,234
91 to 180 days overdue 15,738 - 15,738
181 to 365 days overdue 12,621 (5,331) 7,290
More than 365 days overdue 19,769 (14,417) 5,352
Total 316,117 (19,748) 296,369

Receivables that are neither past due nor impaired

Trade and other receivables of the Group and the Company that are not impaired are in respect of creditworthy
debtors with reliable payment records and have a low risk of default. Most of the Group’s trade receivables arise from
customers with more than 5 years of experience with the Group.

None of the Group’s trade receivables that are neither past due nor impaired have been renegotiated during the financial
year.

152 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

17 TRADE AND OTHER RECEIVABLES (CONTINUED)

The movements in the allowance for impairment loss of trade receivables during the financial year are as follows:

Group
2017 2016
RM'000 RM'000

At 1 January 19,748 15,528


Impairment loss recognised 1,423 9,567
Impairment loss reversed (1,247) (1,320)
Impairment loss written off (718) (3,323)
Disposal of a subsidiary - (904)
Effect of exchange rate changes (773) 200
At 31 December 18,433 19,748

Trade receivables that are individually determined to be impaired at the reporting date relate to balances for which
recoveries are doubtful. These receivables are not secured by any collateral.

The movements in the Group and the Company’s allowance for impairment loss of other receivables during the financial
year are as follows:

Group Company
2017 2016 2017 2016
RM'000 RM'000 RM'000 RM'000

At 1 January 15,741 15,567 15 15


Impairment loss recognised 626 50 - -
Impairment loss reversed (35) - - -
Effect of exchange rate changes (142) 124 - -
At 31 December 16,190 15,741 15 15

The Group’s trade receivables exposure to foreign currency (a currency which is other than the functional currency of
the Group entities) risk, based on carrying amounts as at the end of the financial year, were:

Group
2017 2016
RM'000 RM'000

Gross trade receivables


- United States Dollar 56,589 42,788
- Indian Rupee 1,322 -
- Euro Dollar 1,155 784
- Singapore Dollar 1,023 4,244
- Indonesian Rupiah 889 5,421
- Japanese Yen 835 3,812
- China Renminbi - 6,683
61,813 63,732

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 153


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

17 TRADE AND OTHER RECEIVABLES (CONTINUED)

The Group’s other receivables, deposits and prepayments exposure to foreign currency (a currency which is other than
the functional currency of the Group entities) risk, based on carrying amounts as at the end of the financial year, were:

Group
2017 2016
RM'000 RM'000

Other receivables, deposits and prepayments


- United States Dollar 6,605 38,320
- Japanese Yen 6,106 20,109
- Euro Dollar 1,538 22,750
- Singapore Dollar 928 1,155
- Indonesian Rupiah 336 2,071
- Ringgit Malaysia 502 -
- Norwegian Kroner 442 -
- China Renminbi - 3,764
- United Arab Emirates Dirham - 499
16,457 88,668

Other receivables, deposits and prepayments of the Company are denominated in Ringgit Malaysia.

18 AMOUNTS OWING BY/(TO) SUBSIDIARIES

(a) Amounts owing by subsidiaries

Company
2017 2016
RM'000 RM'000

Interest bearing loans (unsecured) 183,191 296,246


Interest free advances (unsecured) 9,786 3,177
192,977 299,423
Less: Allowance for impairment loss (43,106) (43,661)
149,871 255,762

The effective interest rate of interest bearing loans as at 31 December 2017 ranges between 2.00% to 6.25%
(2016: 1.50% to 6.25%) per annum. The loans and advances are recoverable on demand.

154 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

18 AMOUNTS OWING BY/(TO) SUBSIDIARIES (CONTINUED)

(a) Amounts owing by subsidiaries (continued)

The movements in the allowance for impairment loss of amounts owing by subsidiaries during the financial year
are as follows:

Company
2017 2016
RM'000 RM'000

At 1 January 43,661 35,805


Impairment loss recognised - 8,485
Impairment loss reversed (555) (629)
At 31 December 43,106 43,661

The Company’s amounts owing by subsidiaries exposure to foreign currency (a currency which is other than the
functional currency of the Company) risk, based on carrying amounts as at the end of the financial year, were:

Company
2017 2016
RM'000 RM'000
- United States Dollar 89,348 210,969

(b) Amounts owing to a subsidiary



Company
2017 2016
RM'000 RM'000
Non-trade account 1,291 372

The Company’s amounts owing to a subsidiary are denominated in Ringgit Malaysia, unsecured, interest free and
repayable on demand.

19 AMOUNTS OWING BY/(TO) ASSOCIATES

(a) Amounts owing by associates

Group Company
2017 2016 2017 2016
RM'000 RM'000 RM'000 RM'000

Trade accounts 6,601 5,709 - -


Advances 6,121 8,908 13 -
12,722 14,617 13 -
Less: Allowance for impairment loss - (1,441) - -
12,722 13,176 13 -

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 155


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

19 AMOUNTS OWING BY/(TO) ASSOCIATES (CONTINUED)

(a) Amounts owing by associates (continued)

The movements in the allowance for impairment loss of amounts owing by associates during the financial year are
as follows:

Group
2017 2016
RM'000 RM'000

At 1 January
Impairment loss recognised 1,441 534
Written off - 885
Disposal of an associate (534) -
Effect of exchange rate changes (885) -
At 31 December (22) 22
- 1,441

The Group has no significant exposure to foreign currency risk for the amounts owing by associates except for an
amount of RM44,000 (2016: RM2,020,000) denominated in United States Dollar.

Trade accounts are unsecured, interest free and recoverable within the normal credit period. The advances are
unsecured, interest free and recoverable on demand.

The Company’s amount owing by associates is non-trade in nature, unsecured, interest free and recoverable on
demand. As at 31 December 2017 and 31 December 2016, the Company has no exposure to foreign currency risk
for the amounts owing by associates.

(b) Amounts owing to associates

Group
2017 2016
RM'000 RM'000

Trade account 165 -


Non-trade account 10 181
175 181

The Group’s amounts owing to associates exposure to foreign currency (a currency which is other than the
functional currency of the Group entities) risk, based on carrying amounts as at the end of the financial year, were:

Group
2017 2016
RM'000 RM'000

- Canadian Dollar 165 -


- United States Dollar 10 181
175 181

Trade and non-trade accounts are unsecured, interest free and repayable on demand.

156 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

20 AMOUNTS OWING BY/(TO) JOINT VENTURES

(a) Amounts owing by joint ventures



Group Company
2017 2016 2017 2016
RM'000 RM'000 RM'000 RM'000

Trade accounts 1,678 6,081 - -


Interest bearing loan 51,872 59,921 - -
Advances 2,292 6,384 23 12
55,842 72,386 23 12
Less: Allowance for impairment loss (425) (454) - -
55,417 71,932 23 12

The Group’s effective interest rate of interest bearing loans as at 31 December 2017 is between 3.26% and 3.75%
(2016: 3.26% and 3.75%) per annum. The loans and advances are repayable on demand.

The movements in the allowance for impairment loss on the Group’s amounts owing by joint ventures during the
financial year are as follows:

Group
2017 2016
RM'000 RM'000

At 1 January 454 454


Effect of exchange rate changes (29) -
At 31 December 425 454

The Group’s amounts owing by joint ventures exposure to foreign currency (a currency which is other than the
functional currency of the Group entities) risk, based on carrying amounts as at the end of the financial year, were:

Group
2017 2016
RM'000 RM'000

- United States Dollar 33,380 44,677


- Euro Dollar - 6,081
- China Renminbi 1,080 1,117
34,460 51,875

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 157


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

20 AMOUNTS OWING BY/(TO) JOINT VENTURES (CONTINUED)

(a) Amounts owing by joint ventures (continued)

The Company’s amount owing by a joint venture is non-trade in nature, unsecured, interest free and recoverable
on demand. As at 31 December 2017 and 31 December 2016, the Company has no exposure to foreign currency
risk for the amounts owing by a joint venture.

(b) Amounts owing to joint ventures

Group
2017 2016
RM’000 RM’000

Advance 3,198 2,977


Non-trade account 116 -
3,314 2,977

The Group’s amounts owing by joint ventures exposure to foreign currency (a currency which is other than the
functional currency of the Group entities) risk, based on carrying amounts as at the end of the financial year, were:

Group
2017 2016
RM’000 RM’000

- Japanese Yen 3,198 2,977


- United States Dollar 20 -
- China Renminbi 96 -
3,314 2,977

Advance and non-trade accounts are unsecured, interest free and repayable on demand.

158 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

21 TIME DEPOSITS

Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000

Time deposits placed with:


- licensed banks in Malaysia 35,998 63,344 2,110 21,000
- licensed overseas banks 1,500 1,551 - -
37,498 64,895 2,110 21,000
Time deposits with maturity more
than 3 months 55,036 57,028 - -
Short term investments 18,862 29,840 18,862 29,840
111,396 151,763 20,972 50,840

Short term investments are liquid investments held for investment purposes.

The Group’s time deposits exposure to foreign currency (a currency which is other than the functional currency of the
Group entities) risk, based on carrying amounts as at the end of the financial year, was:

Group
2017 2016
RM’000 RM’000

- China Renminbi - 1,551



The effective interest rates of time deposits of the Group and the Company are as follow:

Group Company
2017 2016 2017 2016
% % % %

Time deposits 2.60 – 3.31 0.45 – 3.70 2.60 – 2.65 0.45 – 3.70

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 159


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

22 CASH AND BANK BALANCES

Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000

Cash and bank balances 189,612 163,493 2,221 5,568

The Group’s and the Company’s cash and cash equivalents exposure to foreign currency (a currency which is other
than the functional currency of the Group entities and the Company) risk, based on carrying amounts as at the end of
the financial year, were:

Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000

- United States Dollar 34,544 39,463 740 3,907


- Singapore Dollar 5,054 16,554 174 216
- Euro Dollar 4,302 742 19 19
- Japanese Yen 1,711 5,127 - 1
- Ringgit Malaysia 1,602 1,259 - -
- Indonesian Rupiah 1,518 4,268 - -
- China Renminbi 343 355 - -
- Norwegian Kroner 148 931 - -
- Australian Dollar 22 43 22 21
- British Pound 2 303 - 14
49,246 69,045 955 4,178

Cash and bank balances are deposits held at call with banks and earn no interest. 

23 ASSETS CLASSIFIED AS HELD FOR SALE

On 8 August 2017, the Company’s wholly-owned subsidiary, Wasco Engineering International Limited (“WEIL”) entered
into a sale and purchase agreement for the disposal of compressor units for a consideration of USD11,464,000
(equivalent to approximately RM49,351,000). The consideration includes additional refurbishment and modification
cost on the existing compressor units.

The completion of the disposal is subject to fulfilment of the condition precedent as stipulated in the sales and purchase
agreement.

Pursuant to MFRS 5 “Non-current Assets Held for Sales and Discontinued Operations”, the carrying amount of the
compressors have been classified as assets held for sale.

Details of the assets classified as held for sale are as follows:

Group
2017 2016
RM’000 RM’000

Property, plant and equipments 18,143 -

160 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

24 SHARE CAPITAL

Group and Company


2017 2016
Number Carrying Number Carrying
of shares value of shares value
'000 RM'000 '000 RM'000

Authorised:
Ordinary shares of RM0.50 each
at 1 January/31 December - - 2,000,000 1,000,000

Issued and fully paid:


At 1 January - Ordinary shares of RM0.50 each 774,887 387,444 774,887 387,444
Transition to no-par value regime on 31
January 2017 (Note 25) - 160,246 - -
At 31 December - Ordinary shares with no-par
value (2016: par value of RM0.50 each) 774,887 547,690 774,887 387,444

The holders of ordinary shares (except treasury shares) are entitled to receive dividends as and when declared by the
Company. All ordinary shares carry one vote per share and rank equally with regard to the Company’s residual assets.

The Companies Act, 2016 (“Act”), which came into effect on 31 January 2017, had abolished the authorised share
capital and par value of share capital. Consequently, any amounts standing to the credit of the share premium account
becomes part of the Company’s share capital pursuant to Section 618 (2) of the Act. There is no impact on the numbers
of ordinary shares issued or the entitlement of the shareholders as a result of the Act.

25 SHARE PREMIUM

Group and Company


2017 2016
RM’000 RM’000

At 1 January 160,246 160,246


Transition to no-par value regime on 31 January 2017 (Note 24) (160,246) -
At 31 December - 160,246

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 161


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

26 TREASURY SHARES

Group and Company


2017 2016
Number Number
of shares Amount of shares Amount
’000 RM’000 ’000 RM’000

At 1 January 2,097 2,331 1,705 1,991


Shares repurchased - - 392 340
At 31 December 2,097 2,331 2,097 2,331

The shareholders of the Company had approved an ordinary resolution at the Seventeenth Annual General Meeting
held on 19 May 2017 for the Company to purchase its own shares of up to a maximum of 10% of the issued and paid-
up capital of the Company. The Directors of the Company are committed to enhancing the value of the Company and
believe that the purchase plan is being implemented in the best interest of the Company and its shareholders.

During the financial year, the Company had not purchased any of its issued share capital from the open market on
Bursa Malaysia. Pursuant to the provisions of Section 127 of the Companies Act 2016 (“Act”), the Company may either
retain the purchased shares as treasury shares or cancel the purchased shares or a combination of both. The Directors
of the Company may treat the purchased shares held as treasury shares as follows pursuant to Section 127(7) of the
Act:

(i) distribute the treasury shares as dividends to the shareholders, such dividend to be known as “share dividends”;
(ii) resell the treasury shares or any of the treasury shares in accordance with the relevant rules of Bursa Securities;
(iii) transfer the treasury shares or any of the treasury shares for the purposes of or under an employees’ share
scheme;
(iv) transfer the treasury shares or any of the treasury shares as purchase consideration;
(v) cancel the treasury shares or any of the treasury shares; or
(vi) sell, transfer or otherwise use the treasury shares for such other purposes as the Minister (as defined in the Act)
may by order prescribe.

As treasury shares, the rights attached as to voting, dividends and participation in other distribution, whether cash
or otherwise, of the Company’s assets including any distribution of assets upon winding up are suspended and the
treasury shares shall not be taken into account in calculating the number or percentage of shares or of a class of shares
for any purposes including substantial shareholdings, takeovers, notices, the requisitioning of meetings, the quorum for
a meeting and the result of a vote on a resolution at a meeting.

162 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

27 LOANS AND BORROWINGS

Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000

Current
Unsecured:
Revolving credits 515,194 724,947 134,167 233,402
Term loan 111,426 366,580 - -
Trade financing 118,217 106,836 - -
Fixed rate notes 30,017 33,138 - -
774,854 1,231,501 134,167 233,402

Non-current
Unsecured:
Term loan 113,169 - - -
Revolving credits 88,500 - - -
201,669 - - -
976,523 1,231,501 134,167 233,402

The remaining maturities of the loans and borrowings are as follows:

Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000

Within 1 year 774,854 1,231,501 134,167 233,402


More than 1 year and less than 2 years 171,399 - - -
More than 2 years and less than 5 years 30,270 - - -
976,523 1,231,501 134,167 233,402

As at 31 December 2017 and 31 December 2016, there were no secured loans and borrowings held by the Group.

As at 31 December 2016, due to impairment losses incurred during the financial year, certain financial covenants
pertaining to loans and borrowings were technically breached. This resulted in the non-current portion of loans and
borrowings amounting to RM391,188,000 being classified as current liabilities as at the balance sheet date. The banks
had subsequently after the balance sheet date granted the Group indulgence from complying with these financial
covenants. Accordingly, these loans and borrowings have been reclassified back to non-current liabilities during the
current financial year. The facilities remained available from the banks.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 163


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

27 LOANS AND BORROWINGS (CONTINUED)

The Group’s and the Company’s loans and borrowings exposure to foreign currency (a currency which is other than
the functional currency of the Group entities and the Company) risk, based on carrying amounts as at the end of the
financial year, were:

Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000

- United States Dollar 178,646 252,772 134,167 233,402


- Euro Dollar 10,714 - - -

The effective interest rates of loans and borrowings of the Group are as follows:

Group Company
2017 2016 2017 2016
% % % %

Revolving credits 1.38 – 6.28 1.12 – 5.50 1.57 – 6.28 1.12 – 2.09
Trade financing 2.40 – 8.51 1.75 – 4.50 - -
Term loans 2.68 – 5.32 2.12 – 4.75 - -
Fixed rate notes 3.44 2.40 – 3.44 - -

164 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

27 LOANS AND BORROWINGS (CONTINUED)

The net exposure of loans and borrowings to cash flow risk and fair value risk in the periods in which they mature or
reprice (whichever is earlier) are as follows:

Total Fixed interest rate Floating interest rate


carry (Fair value risk) (Cash flow risk)
amount <1 year 1 – 2 years 2 – 3 years <1 year 1 – 2 years 2 – 3 years
2017 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Group

Unsecured
Term loan 224,595 - - - 111,426 82,899 30,270
Revolving credits 603,694 - - - 515,194 88,500 -
Trade financing 118,217 - - - 118,217 - -
Fixed rate notes 30,017 30,017 - - - - -
976,523 30,017 - - 744,837 171,399 30,270

Company

Unsecured
Revolving credits 134,167 - - - 134,167 - -

2016

Group
Unsecured
Term loan 366,580 - - - 366,580 - -
Revolving credits 724,947 - - - 724,947 - -
Trade financing 106,836 - - - 106,836 - -
Fixed rate notes 33,138 33,138 - - - - -
1,231,501 33,138 - - 1,198,363 - -

Company

Unsecured
Revolving credits 233,402 - - - 233,402 - -

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 165


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

28 TRADE AND OTHER PAYABLES



Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000

Current
Trade payables 248,090 118,059 - -
Deferred revenue 6,423 3,703 - -
Advances from customer 85,166 - - -
Other payables and accruals 278,321 207,783 11,603 12,303
618,000 329,545 11,603 12,303

Non-current
Advances from customer 486,236 92,510 - -
Other liabilities 5,693 4,991 - -
491,929 97,501 - -

Included within other payables is an accrual of nil (2016: RM3,251,000) in respect of management performance incentive
plan following achievement of targets set for the financial year 2014. This is a five year plan that commenced in financial
year 2012 and ended in financial year 2016. The plan has independent targets for each of the five years. No incentive
payments were payable for financial years 2012, 2013, 2015 and 2016 as the targets for those years were not met.

The Group’s trade payables exposure to foreign currency (a currency which is other than the functional currency of the
Group entities) risk, based on carrying amounts as at the end of the financial year, were:

Group
2017 2016
RM’000 RM’000

- United States Dollar 27,863 8,523


- Singapore Dollar 5,917 3,171
- Indonesian Rupiah 5,564 3,158
- British Pound 2,406 100
- Euro Dollar 2,123 10,483
- Japanese Yen 1,756 3,463
- United Arab Emirates Dirham 1,528 671
- Australian Dollar 121 133
- China Renminbi - 101
47,278 29,803

166 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

28 TRADE AND OTHER PAYABLES (CONTINUED)

The Group’s other payables exposure to foreign currency (a currency which is other than the functional currency of the
Group entities) risk, based on carrying amounts as at the end of the financial year, were:

Group
2017 2016
RM’000 RM’000

- Euro Dollar 10,748 1,172


- United States Dollar 5,914 86,979
- Japanese Yen 3,776 9,656
- Singapore Dollar 2,400 735
- Ringgit Malaysia 1,635 11,187
- United Arab Emirates Dirham 1,138 904
- Indonesian Rupiah 538 1,205
- China Renminbi 137 1,020
- Australian Dollar - 208
- Norwegian Kroner - 10
26,286 113,076

Other payables and accruals balances of the Company are denominated in Ringgit Malaysia.

29 PROVISION FOR WARRANTIES

Group
2017 2016
RM’000 RM’000

At 1 January 9,470 13,318


Additions 4,476 2,621
Utilisation (808) -
Reversal (5,747) (6,633)
Effect of exchange rate changes (462) 164
At 31 December 6,929 9,470

The Group recognises the estimated liability to repair or replace products when the underlying products or services are
sold. It is expected that most of these costs will be incurred over the warranty period which extends up to 4 years.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 167


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

30 GROSS REVENUE

Group Company
2017 2016 2017 2016
RM'000 RM'000 RM'000 RM'000

Contract revenue 1,415,872 357,161 - -


Sale of goods 772,225 779,585 - -
Provision of services 257,969 101,619 - -
Engineering services 3,372 3,631 - -
Rental income 39,979 33,561 - -
Commission income 2,683 1,031 - -
Dividend income - - 10,863 17,404
Interest income - - 11,319 7,953
Management fees - - 3,212 5,935
2,492,100 1,276,588 25,394 31,292

31 COST OF SALES

Group
2017 2016
RM’000 RM’000

Contract costs 1,190,655 287,227


Cost of goods sold 705,935 707,141
Cost of provision of services 251,632 100,276
Cost of engineering services 1,374 1,113
Direct operating costs relating to rental income 32,832 22,613
2,182,428 1,118,370

32 OTHER (LOSSES)/GAINS - NET



Group
2017 2016
RM'000 RM'000

Fair value (losses)/gains arising from fair value changes of derivative financial
instruments:
- Forward currency contracts (487) 995

168 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

33 PROFIT/(LOSS) FROM OPERATIONS

Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000

Profit/(Loss) from operations is stated after


charging:
Staff costs (Note 41) 334,866 157,717 4,371 8,119
Auditors’ remuneration:
Fees for statutory audits
- PricewaterhouseCoopers PLT 1,077 1,160 88 88
- member firms of PricewaterhouseCoopers
International Limited 1,497 647 - -
- others 590 223 - -
Fees for non-audit services*
- PricewaterhouseCoopers PLT 577 455 14 14
- member firms of PricewaterhouseCoopers
International Limited 2,802 1,680 - -
Depreciation of property, plant and equipment 144,713 84,919 237 418
Impairment loss on property, plant and
equipment 72,842 99,111 - -
Impairment loss on investment in an associate 271 56,487 - -
Loss on foreign currency exchange:
- realised 13,313 39,840 5,545 25,365
- unrealised 29,104 12,059 - -
Impairment loss on amount owing by
subsidiaries - - - 7,856
Loss on disposal on a subsidiary 8,363 - - -

and crediting:

Gain on disposal of property, plant and


equipment 36,662 1,857 98 -
Gain on disposal of non-current asset held for sale - 10,541 - -
Gain on disposal of prepaid lease payments 64,071 - - -
Gain on disposal of a subsidiary - 8,532 12,235 -
Gain on foreign exchange:
- realised 14,342 6,131 - -
- unrealised 24,748 49,961 4,276 26,270

* Included in fees for non-audit services are fees payable to PricewaterhouseCoopers PLT and its local affiliates for
the Group and the Company of RM577,000 (2016: RM455,000) and RM14,000 (2016: RM14,000) respectively.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 169


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

34 FINANCE COSTS

Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000

Interest expense on:


- loans and borrowings 41,897 29,907 7,427 3,575

35 TAX EXPENSE

Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000

Current tax:
- Malaysian income tax 10,173 19,076 1,988 1,806
- Foreign taxation 22,722 3,251 - -
32,895 22,327 1,988 1,806
Deferred taxation (Note 14) (24,933) (13,637) 113 (1,146)
7,962 8,690 2,101 660

Current tax:
- Current financial year 36,959 20,245 1,800 1,500
- (Over)/Under accrual in prior financial years (4,064) 2,082 188 306
32,895 22,327 1,988 1,806

Deferred taxation (Note 14)


- Origination and reversal of temporary
differences (24,933) (13,637) 113 (1,146)
Tax expense recognised in profit or loss 7,962 8,690 2,101 660

170 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

35 TAX EXPENSE (CONTINUED)

The numerical reconciliation between the tax expense and the product of accounting profit multiplied by the statutory
tax rate is as follows:

Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000

Profit/(Loss) before tax 122,605 (225,864) 23,017 7,220

Calculated at the Malaysian tax rate of 24%


(2016: 24%) on profit/(loss) before tax 29,425 (54,207) 5,524 1,733
Expenses not deductible for tax purposes 28,779 33,602 3,199 8,283
Income not subject to tax (38,328) (23,323) (6,810) (8,516)
Utilisation of previously unrecognised tax
losses and unabsorbed capital allowances (3,508) (369) - -
Current financial year deferred tax assets not
recognised 10,363 32,142 - -
Utilisation of tax incentives (1,971) (1,548) - -
Effect of different tax rates in other countries 1,060 12,716 - -
Effect of changes in tax rates (12,539) - - -
(Over)/Under provision in prior financial years (4,064) 2,082 188 306
Share of associates and joint ventures results (1,093) 8,313 - -
Others (162) (718) - (1,146)
Tax expense recognised in profit or loss 7,962 8,690 2,101 660

36 EARNINGS/(LOSS) PER SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY

The basic earnings per share for the financial year has been calculated by dividing the Group’s profit attributable
to owners of the Company for the financial year of RM113,021,000 (2016: loss of RM228,302,000) by the weighted
average number of ordinary shares in issue, after adjusting for movements in treasury shares during the financial year.

Weighted average number of shares



Group
2017 2016
’000 ’000

Issued ordinary shares at 1 January 774,887 774,887


Effect of shares repurchased (2,096) (2,076)
Weighted average number of ordinary shares in issue 772,791 772,811

Basic earnings/(loss) per ordinary share (sen) 14.63 (29.54)

As there are no potential ordinary shares issued by the Company, thus there is no dilution in earnings/(loss) per share.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 171


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

37 DIVIDENDS

Group and Company
2017 2016
RM’000 RM’000

In respect of the financial year ended 31 December 2016:


1st interim single tier cash dividend of 0.5 sen per share paid on 5 October 2016 - 3,864
In respect of the financial year ended 31 December 2015:
2nd interim single tier cash dividend of 1.0 sen per share paid on 5 April 2016 - 7,728
- 11,592

38 DISPOSAL OF SUBSIDIARIES

(a) Disposal of subsidiary during the financial year

On 21 December 2017, the Company and WSC Capital Sdn Bhd (“WSC Capital”), a direct wholly-owned subsidiary
of the Company had disposed of 2,000,001 ordinary shares and 3,000,000 redeemable preference shares of WS
Agro Industries Pte Ltd (“WS Agro”), representing 100% equity interest in WS Agro, for a total cash consideration
of USD6,000,000. As a result of the disposal, WS Agro ceased to be a wholly-owned subsidiary of the Company.

Details of the disposal and the net cash flow on disposal are as follows:

At the date
of disposal
RM’000

Investment in associate 24,104


Other receivables 59
Amount owing by associate 1,785
Cash and bank balances 5
Other payables (15)
Amount owing to related company (1)
Group share of net assets disposed 25,937
Net disposal proceeds 24,469
Net loss on disposal before reclassification of foreign currency translation reserve (1,468)
Reclassification of foreign currency translation reserve to profit or loss (6,895)
Net loss on disposal (8,363)
Less: Cash and bank balances of subsidiary disposed (5)
Proceeds receivable 8,363
Net cash outflow on disposal (5)

(b) Disposal of subsidiary in the preceding financial year

On 14 March 2016, WSN Investments Limited, an indirect wholly-owned subsidiary of the Company, disposed
2,500,000 ordinary shares of Naira$1 each in the issued and paid-up share capital of LTT Oil & Gas Nigeria (“LTT”),
representing 100% equity interest in LTT to Pan African International Limited for a total cash consideration of
USD900,000 (equivalent to approximately RM3,703,000). As a result of the disposal, LTT ceased to be an indirect
subsidiary of the Company.

172 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

39 RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES

Total liability
Fixed Other from
Term rate bank financing
loans notes borrowings activities
Group RM’000 RM’000 RM’000 RM’000

2017
At 1 January 366,580 33,138 831,783 1,231,501
Cash flows (114,016) - (53,586) (167,602)
Effect of exchange rate changes (27,969) (3,121) (56,286) (87,376)
At 31 December 224,595 30,017 721,911 976,523

Company

2017
At 1 January 233,402 233,402
Cash flows (73,661) (73,661)
Effect of exchange rate changes (25,574) (25,574)
At 31 December 134,167 134,167

Comparative information for the previous financial year is not required to be disclosed in accordance with amendments
to MFRS 107 “Statement of Cash Flows – Disclosure Initiative”.

40 SIGNIFICANT RELATED PARTY DISCLOSURES

For the purposes of these financial statements, parties are considered to be related to the Group if the Group or the
Company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in
making financial and operating decisions, or vice versa, or where the Group or the Company and the party are subject
to common control or common significant influence. Related parties may be individuals or other entities.

Key management personnel are defined as those persons having authority and responsibility for planning, directing and
controlling the activities of the Group either directly or indirectly.

In addition to related party disclosures mentioned elsewhere in the financial statements, set out below are other
significant related party transactions. The transactions described below were carried out on agreed terms.

Group
2017 2016
RM’000 RM’000

Significant transactions with companies in which a Director of


the Company, Dato’ Seri Robert Tan Chung Meng, has interest
Rental of premises paid/payable 1,031 1,031
Significant transactions with an associate
Lease rental of equipment 11,490 4,826

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 173


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

40 SIGNIFICANT RELATED PARTY DISCLOSURES (CONTINUED)



Company
2017 2016
RM’000 RM’000

Significant transactions with subsidiaries

Dividend income:
- Jutasama Sdn. Bhd. 9,875 16,525
- Petro-Pipe Industrial Corporation Sdn. Bhd. 988 879

Interest income:
- WSC Capital Sdn. Bhd. 8,337 3,877
- Peakvest Sdn. Bhd. 952 950
- Petro-Pipe Industries (M) Sdn. Bhd. 363 821
- Sunrise Green Sdn. Bhd. 264 254
- Triple Cash Sdn. Bhd. 217 217
- Wasco Energy Limited - 384
- Jutasama Sdn. Bhd. - 77

Management fees receivables:


- Syn Tai Hung Trading Sdn. Bhd. 1,340 1,131
- PMT Industries Sdn. Bhd. 662 1,056
- Jutasama Sdn. Bhd. 499 716
- Wasco Management Services Sdn. Bhd. 442 1,161
- Mackenzie Industries Sdn. Bhd. 136 177
- Peakvest Sdn. Bhd. 44 151
- Maple Sunpark Sdn. Bhd. 44 151
- Sunrise Green Sdn. Bhd. 44 151
- PPI Industries Sdn. Bhd. - 1,242

Net (repayment from)/advances to subsidiaries:


- WSC Capital Sdn. Bhd. (76,593) (13,174)
- Petro-Pipe Industries (M) Sdn. Bhd. (12,469) (4,173)
- Wah Seong Industrial Holdings Sdn. Bhd. (43) 5
- Wah Seong Management Services Sdn. Bhd. 2,080 -

174 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

40 SIGNIFICANT RELATED PARTY DISCLOSURES (CONTINUED)

Significant outstanding balances with related parties at the financial year end are as follows:

Company
2017 2016
RM’000 RM’000

Amounts due from/(to) subsidiaries

- WSC Capital Sdn. Bhd. 115,501 211,722


- Peakvest Sdn. Bhd. 21,119 20,238
- Triple Cash Sdn. Bhd. 4,574 4,356
- Sunrise Green Sdn. Bhd. 4,951 4,620
- Wah Seong Management Services Sdn. Bhd. 2,100 -
- Petro-Pipe Industries (M) Sdn. Bhd. 566 13,184
- Jutasama Sdn. Bhd. 530 942
- Mackenzie Industries Sdn. Bhd. 387 246
- Syn Tai Hung Trading Sdn. Bhd. 76 94
- PMT Industries Sdn. Bhd. 24 286
- Wah Seong Industrial Holdings Sdn. Bhd. 17 62
- Wasco Management Services Sdn. Bhd. (1,291) (372)

Compensation of key management personnel are as follows:

Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000

Key management personnel:


- short-term employee benefits (including
monetary value of benefits-in-kind) 13,394 12,348 4,072 3,897
- post-employment benefits 834 771 467 432

41 STAFF COSTS

Group Company
2017 2016 2017 2016
RM'000 RM'000 RM'000 RM'000

Salaries, wages and bonus 315,881 146,554 3,930 7,274


Defined contribution plan 18,985 11,163 441 845
334,866 157,717 4,371 8,119

Included within staff costs are remuneration of Executive Directors of the Group and the Company (Note 42).

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 175


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

42 DIRECTORS’ REMUNERATIONS

Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000

Executive Directors
Salaries, wages and bonus 6,817 8,035 2,027 3,380
Defined contribution plan 504 651 420 406
Directors’ fees 80 80 80 80
Directors’ allowances 18 18 18 18
7,419 8,784 2,545 3,884
Non-Executive Directors
Directors’ fees 250 230 250 230
Directors’ allowances 78 72 78 72
328 302 328 302
7,747 9,086 2,873 4,186

The estimated monetary value of benefits-in-kind received and receivable by Directors of the Group and the Company
are RM597,000 (2016: RM472,000) and RM156,000 (2016: RM63,000) respectively.

43 COMMITMENTS

(a) Capital commitments

Capital expenditure as at the reporting date is as follows:

Group
2017 2016
RM’000 RM’000
Commitment to acquire property, plant and equipment not provided for in
the financial statements:
Approved and contracted 797 18,585

Approved but not contracted 2,837 88,325

(b) Operating lease commitments - The Group as lessee

In addition to the prepaid lease payments disclosed in Note 5, the Group has entered into commercial leases
of land and operating equipment. These leases have an average tenure between 1 and 5 years with no renewal
option or contingent rent provision included in the contracts.

Future minimum rental payable under non-cancellable operating leases (excluding prepaid lease payments) at the
reporting date are as follows:

Group
2017 2016
RM’000 RM’000

Payable not later than one year 10,080 1,837


Payable later than one year but not later than five years 18,049 1,940

176 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

44 SEGMENTAL ANALYSIS

For management purposes, the Group is organised into business units based on their products and services.

The Group’s operating segments comprise:

(a) Oil & gas division: Pipe coating, pipe manufacturing for the oil and gas industry, building and operating offshore/
onshore field development facilities and the provision of highly specialised equipment and services to the power
generation, oleochemical and petrochemical industries.

(b) Renewable energy division: Supplier and manufacturer of specialised equipment for biomass power plants; such
as industrial fans, boilers and turbines that run primarily on biomass fuels.

(c) Industrial trading & services division: Trading and distribution of building materials and the manufacturing and
trading of industrial pipes for the construction industry.

(d) Plantation division: Agricultural development, cultivation of oil palm and other crops and trading of oil palm
products and agriculture based products. The Group had disposed of its Plantation business during the financial
year.

(e) Others: All other units within the Group that do not constitute a separately reportable segment.

Management monitors the operating results of its divisions separately for the purpose of making decisions about
resource allocation and performance assessment. Segment performance is evaluated based on revenue and profitability
measures as shown in the table below.

Transactions between segments were entered into in the normal course of business and were established on agreed
terms. The effects of such inter-segmental transactions are eliminated on consolidation.

The assets are allocated based on the operations of the respective segments. The amounts provided to the Group
Chief Executive Officer with respect to total assets are measured in a manner consistent with the disclosure of segment
assets below.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 177


44 SEGMENTAL ANALYSIS (CONTINUED)

Industrial
Renewable Trading &
Oil & Gas Energy Services Plantation Others Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

RESULTS
Financial year ended 31 December 2017
NOTES TO THE

Revenue 1,558,949 280,274 520,423 - 134,791 2,494,437


Less: Inter segment revenue (1,877) - - - (460) (2,337)
External revenue 1,557,072 280,274 520,423 - 134,331 2,492,100

Segment profits/(losses) 124,793 28,492 (493) (8,698) 4,391 148,485


FINANCIAL STATEMENTS

Share of results of associates 137 - 43 (5,043) - (4,863)

178 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


Share of results of joint ventures 7,088 1,015 - - 1,774 9,877
132,018 29,507 (450) (13,741) 6,165 153,499
Unallocated expenses relating to financing
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

activities (24,963)
Unallocated corporate expenses (5,931)
Profit before tax 122,605
FINANCIAL STATEMENTS

TOTAL ASSETS
As at 31 December 2017

Segment assets 1,966,038 333,006 293,867 - 93,712 2,686,623


Investment in associates 184,360 - 863 - - 185,223
Investment in joint ventures 126,791 2,225 - - 17,430 146,446
2,277,189 335,231 294,730 - 111,142 3,018,292
Assets held for sale 18,143
Unallocated corporate assets
- Deferred tax assets 41,724
- Tax recoverable 15,418
- Cash and cash equivalents 18,155
- Short term investment 18,862
- Others 39,783
Total assets 3,170,377
44 SEGMENTAL ANALYSIS (CONTINUED)

Industrial
Renewable Trading &
Oil & Gas Energy Services Plantation Others Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

OTHER INFORMATION
Financial year ended 31 December 2017
Depreciation of:
- Property, plant and equipment 136,172 4,647 2,161 - 1,733 144,713
- Investment properties - - 13 - 223 236
Amortisation of:
- Prepaid lease payments 689 - 820 - - 1,509
Additions of:
- Property, plant and equipment 473,320 2,993 569 - 1,117 477,999
- Investment properties - - - - 30 30
Impairment loss on trade receivables - 921 502 - - 1,423
Impairment loss on property, plant and equipment 72,024 - 818 - - 72,842
Impairment loss on investment in an associate - - - 271 - 271
Impairment loss on inventories - 3,386 2,821 - - 6,207
FINANCIAL STATEMENTS

Interest income (3,921) (1,023) (1,443) - (1,273) (7,660)


Interest expense 12,628 820 2,881 - 605 16,934

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


179
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017
FINANCIAL STATEMENTS
NOTES TO THE
44 SEGMENTAL ANALYSIS (CONTINUED)

Industrial
Renewable Trading &
Oil & Gas Energy Services Plantation Others Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

RESULTS
Financial year ended 31 December 2016
NOTES TO THE

Revenue 425,383 292,539 496,173 - 65,278 1,279,373


Less: Inter segment revenue (2,431) - - - (354) (2,785)
External revenue 422,952 292,539 496,173 - 64,924 1,276,588
FINANCIAL STATEMENTS

Segment (losses)/profits (118,782) 35,542 (10,680) (56,580) (7,331) (157,831)


Share of results of associates (40,597) - 36 (13,294) - (53,855)

180 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


Share of results of joint ventures 5,910 30 - - 1,872 7,812
(153,469) 35,572 (10,644) (69,874) (5,459) (203,874)
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

Unallocated expenses relating to financing


activities (19,258)
Unallocated corporate expenses (2,732)
Loss before tax (225,864)
FINANCIAL STATEMENTS

TOTAL ASSETS
As at 31 December 2016
Segment assets 1,429,782 323,115 270,059 2,049 71,630 2,096,635
Investment in associates 185,115 - 329 29,739 - 215,183
Investment in joint ventures 135,801 1,210 - - 17,507 154,518
1,750,698 324,325 270,388 31,788 89,137 2,466,336
Unallocated corporate assets
- Deferred tax assets 24,525
- Tax recoverable 16,112
- Cash and cash equivalents 70,539
- Others 27,729
Total assets 2,605,241
44 SEGMENTAL ANALYSIS (CONTINUED)

Industrial
Renewable Trading &
Oil & Gas Energy Services Plantation Others Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

OTHER INFORMATION
Financial year ended 31 December 2016
Depreciation of:
- Property, plant and equipment 73,534 4,538 5,057 - 1,790 84,919
- Investment properties - - 29 - 343 372
Amortisation of:
- Prepaid lease payments 827 - 751 - - 1,578
Additions of:
- Property, plant and equipment 118,543 19,717 1,303 - 233 139,796
- Investment properties - - 40 - 11 51
- Prepaid lease payments - - 27,146 - - 27,146
Impairment loss on trade receivables 7,934 442 1,191 - - 9,567
Impairment loss on property, plant and equipment 89,492 - 9,619 - - 99,111
Impairment loss on investment in an associate - - - 56,487 - 56,487
FINANCIAL STATEMENTS

Impairment loss on inventories - 5,815 - - - 5,815


Interest income (4,247) (561) (2,172) - (1,976) (8,956)
Interest expense 7,637 16 2,613 - 383 10,649

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


181
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017
FINANCIAL STATEMENTS
NOTES TO THE
FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

44 SEGMENTAL ANALYSIS (CONTINUED)

Geographical information

Revenue and non-current assets information is based on the geographical location of customers and assets
respectively as follows:

Revenue Non-current assets*


2017 2016 2017 2016
RM'000 RM'000 RM'000 RM'000

Attributed to the country of domicile:


Malaysia 896,636 744,306 593,779 765,421
Attributed to foreign countries:
South East Asia excluding Malaysia 119,409 210,662 132,506 196,656
Europe 1,144,397 86,458 627,015 168,245
India 8,584 696 4,691 8,112
China 18,245 15,568 9,029 10,108
Australia 154,556 91,655 9,621 9,825
Canada 13,420 5,428 132,538 126,965
Middle East 61,309 33,288 25,851 111,568
East Asia 12,209 33,292 - -
Africa 19,477 8,412 - 29,739
Latin America 14,132 10,489 - -
Others 29,726 36,334 5,049 12,121
2,492,100 1,276,588 1,540,079 1,438,760

* Non-current assets other than available-for-sale financial assets, financial instruments and deferred tax assets.

182 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

45 FINANCIAL INSTRUMENTS BY CATEGORY

Group Company
2017 2016 2017 2016
RM’000 RM’000 RM’000 RM’000

Financial assets
Financial assets measured at fair value through
profit or loss:
- Derivatives financial assets 94 581 - -
- Short term investments 18,862 29,840 18,862 29,840
Available-for-sale financial assets 10 10 - -
Loans and receivables at amortised cost:
- Finance lease receivables - 9,725 - -
- Trade and other receivables
(excluding prepayments) 738,841 437,680 14,261 1,833
- Amounts due from customers on contracts 52,467 43,981 - -
- Amounts owing by subsidiaries - - 149,871 255,762
- Amounts owing by associates 12,722 13,176 13 -
- Amounts owing by joint ventures 55,417 71,932 23 12
- Time deposits 92,534 121,923 2,110 21,000
- Cash and bank balances 189,612 163,493 2,221 5,568
1,141,593 861,910 168,499 284,175
Total 1,160,559 892,341 187,361 314,015

Financial liabilities
Other financial liabilities at amortised cost:
- Trade and other payables 533,042 329,545 11,603 12,302
- Amounts owing to subsidiaries - - 1,291 372
- Amounts owing to joint ventures 3,314 2,977 - -
- Amounts owing to associates 175 181 - -
- Dividend payable 13,685 13,808 - -
- Loans and borrowings 976,523 1,231,501 134,167 233,402
1,526,739 1,578,012 147,061 246,076
Total 1,526,739 1,578,012 147,061 246,076

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 183


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

46 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group’s and the Company’s overall financial risk management objectives and policies are to ensure that the
Group and the Company create value and maximise returns for its shareholders. Financial risk management is carried
out through risk review, internal control systems, benchmarking to the industry’s best practices and adherence to the
Group’s financial risk management policies.

The main risks arising from the financial instruments of the Group and the Company are credit risk, market risk, and
liquidity risk. Management monitors the Group’s and the Company’s financial position closely with the objective to
minimise potential adverse effects on the financial performance of the Group and of the Company.

The following sections provide details regarding the Group’s and the Company’s exposure to the above mentioned
financial risks and the objectives, policies and processes for managing these risks.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Group and the Company.

At the reporting date, the Group’s and the Company’s maximum exposure to credit risk is represented by the carrying
amounts of each class of financial assets recognised in the statements of financial position, including derivative financial
instruments with positive fair values.

(a) Receivables

The Group’s and the Company’s exposure to credit risk is monitored on an ongoing basis. The Group and the
Company have credit policies in place to manage the credit risk exposure. The risk is managed through the
application of the Group’s and the Company’s credit management procedures which include the application of
credit evaluations or approvals and follow up procedures.

The Group and the Company actively monitor the utilisation of credit limits to manage the risk of any material loss
from the non-performance of its counterparties.

(b) Intercompany balances

The Company provides unsecured loans and advances to subsidiaries. The Company monitors the results of its
subsidiaries regularly.

As at 31 December 2017 and 31 December 2016, the maximum exposure to credit risk is represented by their
carrying amounts in the statement of financial position.

Management has taken reasonable steps to ensure that intercompany receivables are stated at the realisable
values. As at 31 December 2017 and 31 December 2016, there was no indication that the loans and advances
extended to the subsidiaries are not recoverable.

184 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

46 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

Credit risk (continued)

(c) Derivative financial instruments

Transactions involving derivative financial instruments are with approved financial institutions and reputable
banks.

As at the end of the reporting period, the maximum exposure to credit risk arising from derivatives financial assets
is represented by the carrying amounts in the statement of financial position.

In view of the counterparties being reputable licensed financial institutions, management does not expect any of
the counterparties to fail to meet their obligations.

(d) Financial guarantees

The Company provides unsecured financial guarantees to banks in respect of banking facilities granted to certain
subsidiaries. The Company monitors on an ongoing basis the results of the subsidiaries and repayment made by
the subsidiaries.

The maximum exposure to credit risk amounts to RM311,479,000 (2016: RM167,522,000) representing banking
facilities utilised by the subsidiaries as at the end of the financial year.

As at 31 December 2017, there was no indication that any subsidiary would default on repayment.

Financial guarantees have not been recognised since the fair value on initial recognition was not material as the
probability of the subsidiaries defaulting on its banking facilities is remote.

(e) Time deposits and cash and bank balances

Time deposits and cash and bank balances are placed with approved financial institutions and reputable banks.
The likelihood of non-performance by these financial institutions is remote based on their high credit ratings.

Market risk

Market risk refers to the risk that changes in market prices, such as foreign exchange rates, interest rates and prices
will affect the Group’s and the Company’s financial position and cash flows.

(a) Foreign currency risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate
because of changes in foreign exchange rates.

The Group has transactional currency exposures arising from sales and purchases that are denominated in
currency other than the functional currencies of the Group entities. The foreign currency in relation to these
transactions is mainly denominated in United States Dollar.

The Group maintains a natural hedge, whenever possible, by maintaining receivables and payables in matching
foreign currencies. Foreign exchange exposures in transactional currencies other than the functional currencies
of the operating entities are kept to an acceptable level.

The Group also uses forward currency contracts to minimise exposure on currency fluctuations for which receipts
or payments are anticipated more than one month after the Group has entered into a firm commitment for a
sale or purchase. The forward currency contracts entered are in the same currency as the hedged item. It is the
Group’s policy to negotiate the terms of the forward currency contracts to match the terms of the hedged item to
maximise its effectiveness.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 185


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

46 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

Market risk (continued)

(a) Foreign currency risk (continued)

At the reporting date, the Group is mainly exposed to fluctuation in the United States Dollar exchange rate against
the respective functional currencies of the Group entities. The Group considers a 5% strengthening or weakening
of the United States Dollar as a possible change.

A 5% strengthening or weakening of the United States Dollar would result in profit or loss after tax and equity
being approximately RM4,064,000 (2016: RM9,151,000) lower or higher for the Group. A 5% strengthening or
weakening of the United States Dollar would result in profit or loss after tax and equity being approximately
RM1,594,000 (2016: RM926,000) higher or lower for the Company.

The Group and the Company consider that the foreign currency risk attributable to currencies other than the
United States Dollar to be insignificant.

(b) Interest rate risks

Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. Fair value interest rate risk is the risk that the fair value of a financial instrument
will fluctuate due to changes in market interest rates.

The Group’s and the Company’s exposure to interest rate risks relates primarily to the Group’s and the Company’s
time deposits and interest bearing borrowings.

Surplus funds are placed with licensed financial institutions to earn interest income based on prevailing market
rates. The Group and the Company manages its interest rate risks by placing such funds on short tenures of 12
months or less.

The Group and the Company generally borrow principally on a floating rate basis and ensure that interest rates
obtained are competitive.

The interest rate profile of the Group’s and the Company’s significant interest-bearing financial instrument have
been presented in Notes 18, 20, 21 and 27.

Fair value sensitivity for fixed rate instruments

The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss,
and the Group does not designate derivatives as a fair value hedge. Therefore, a change in interest rates for these
financial instruments at the end of the reporting period would not affect profit or loss.

Sensitivity analysis for variable rate instruments

At the reporting date, if interest rates had been 50 basis points lower/higher, with all other variables held constant,
the Group’s and the Company’s profit or loss after tax and equity would have been approximately RM4,733,000
and RM671,000 (2016: RM6,158,000 and RM1,167,000) higher/lower, arising mainly as a result of lower/higher
interest expense on floating rate borrowings. The assumed movement in basis points for interest rate sensitivity
analysis is based on the currently observable market environment.

186 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

46 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

Liquidity risk

Liquidity risk is the risk that the Group or the Company will not be able to meet its financial obligations as they fall due.
The Group’s and the Company’s exposure to liquidity risk arises principally from its payables and borrowings. The
Group and the Company maintain a level of cash and cash equivalents and bank facilities deemed adequate by the
management to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they fall due.

As at 31 December 2017, there are facilities available together with new facility which the Group and the Company is
pursuing, that can be used to part refinance borrowings, capital expenditure and general working capital requirements
of the Group and the Company.

All financial liabilities of the Group and the Company that will be due and payable within the next 12 months are classified
within current liabilities. The contractual cash flows of derivative financial liabilities and non-derivative financial liabilities
are presented below:

More than More than Total


1 year and 2 years and contractual Total
Within 1 less than less than undiscounted carrying
year 2 years 5 years cash flows amount
Group RM’000 RM’000 RM’000 RM’000 RM’000

2017
Non-derivative financial
liabilities
Trade and other payables 532,833 209 - 533,042 533,042
Amounts owing to associates 175 - - 175 175
Amounts owing to joint
ventures 3,314 - - 3,314 3,314
Loans and borrowings 801,555 179,036 31,725 1,012,316 976,523
Dividend payable 13,685 - - 13,685 13,685
1,351,562 179,245 31,725 1,562,532 1,526,739

2016
Non-derivative financial
liabilities
Trade and other payables 329,545 - - 329,545 329,545
Amounts owing to joint
ventures 2,977 - - 2,977 2,977
Loans and borrowings 1,272,567 - - 1,272,567 1,231,501
Dividend payable 13,808 - - 13,808 13,808
1,618,897 - - 1,618,897 1,577,831

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 187


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

46 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

Liquidity risk (continued)

More than More than Total


1 year and 2 years and contractual Total
Within 1 less than less than undiscounted carrying
year 2 years 5 years cash flows amount
Company RM’000 RM’000 RM’000 RM’000 RM’000

2017
Non-derivative financial
liabilities
Financial guarantees* 311,479 - - 311,479 -
Other payables and accruals 11,603 - - 11,603 11,603
Loans and borrowings 139,431 - - 139,431 134,167
462,513 - - 462,513 145,770

2016
Non-derivative financial
liabilities
Financial guarantees* 167,522 - - 167,522 -
Other payables and accruals 12,302 - - 12,302 12,302
Loans and borrowings 233,402 - - 233,402 233,402
413,226 - - 413,226 245,704

* This represents the maximum exposure to the Company in the event that the financial guarantee contracts issued
by the Company to its subsidiaries are called upon. These liabilities have been included in the consolidated
statement of financial position of the Group and hence not result in any additional liability to the Group.

47 FAIR VALUES OF FINANCIAL INSTRUMENTS

The carrying amounts of financial assets and liabilities classified within current assets and current liabilities respectively
approximate their fair values due to the relatively short term nature of these financial instruments.

Fair value of quoted equity instruments and debts securities are determined by reference to their respective published
market bid price as at 31 December 2017.

The fair values of forward exchange contracts are estimated by discounting the difference between the contractual
forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate.

The fair values of interest rate swaps is determined by using valuation techniques based on observable market data.

Fair values of non-derivative financial liabilities are calculated based on the present value of future principal and interest
cash flows, discounted at the market rate of interest at the end of the reporting period.

188 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

47 FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

The carrying amount of financial liabilities measured at amortised cost approximates their respective fair values.

Fair value hierarchy

The table below summarises all financial instruments carried at fair value as at 31 December 2017 and 31 December
2016, based on a hierarchy that reflects the significance of the inputs used in measuring its respective fair values. The
levels are defined as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical financial assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the financial asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: Inputs for the financial asset or liability that are not based on observable market data (unobservable inputs).

Level 1 Level 2 Level 3 Total


RM’000 RM’000 RM’000 RM’000

Group
2017
Financial assets
Available-for-sale financial assets 10 - - 10
Derivative financial assets - 94 - 94
Short term investments - 18,862 - 18,862
10 18,956 - 18,966

2016
Financial assets
Available-for-sale financial assets 10 - - 10
Derivative financial assets - 581 - 581
Short term investments - 29,840 - 29,840
10 30,421 - 30,431

Company
2017
Financial assets
Short term investments - 18,862 - 18,862

2016
Financial assets
Short term investments - 29,840 - 29,840

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 189


FINANCIAL STATEMENTS

NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

48 CAPITAL MANAGEMENT

The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and
healthy capital structure in order to continue supporting its businesses, maximise shareholders’ value and sustain
future development of businesses within the Group. The gearing ratio is calculated as net debt divided by total capital.
Net debt is calculated as interest bearing liabilities less cash and cash equivalents. Total capital includes paid-up share
capital and reserves attributable to owners of the Company. The Group’s net gearing ratio is 0.75 times (2016: 1.18
times).

190 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


ADDITIONAL INFORMATION

SUMMARY OF SIGNIFICANT RECURRENT


RELATED PARTY TRANSACTIONS
A. Transactions of A Revenue or Trading in Nature

Actual Value
Transacted for the
Provider of Recipient of Financial Year Ended Nature of
Interested Related Party Products/Services Products/Services 31 December 2017 Transaction

Dato’ Seri Robert Tan Chung IGB Corporation Wasco RM1,119,699 Rental of premise
Meng; Pauline Tan Suat Ming; Berhad Group of Management and related facilities
Tony Tan Choon Keat; Tan Chin Companies Services Sdn. Bhd.
Nam Sdn. Bhd.; Tan Kim Yeow
Sendirian Berhad; Wah Seong Dato’ Seri Robert Tan Chung Meng is a Director of Wah Seong Corporation Berhad Group
(Malaya) Trading Co. Sdn. Bhd. and IGB Corporation Berhad Group and also a common indirect Major Shareholder of
Wah Seong Corporation Berhad and IGB Corporation Berhad. His total direct and indirect
shareholdings in Wah Seong Corporation Berhad are 1.50% and 40.18% respectively. His
total direct and indirect shareholdings in IGB Corporation Berhad were 0.07% and 73.41%
respectively.

Pauline Tan Suat Ming is a common indirect Major Shareholder of Wah Seong Corporation
Berhad and IGB Corporation Berhad. Her indirect shareholdings in Wah Seong Corporation
Berhad and IGB Corporation Berhad are 40.46% and 73.41% respectively.

Tony Tan Choon Keat is a Director of IGB Corporation Berhad and a common indirect Major
Shareholder of Wah Seong Corporation Berhad and IGB Corporation Berhad. His indirect
shareholdings in Wah Seong Corporation Berhad and IGB Corporation Berhad are 40.18%
and 73.41% respectively.

Tan Chin Nam Sdn. Bhd., Tan Kim Yeow Sendirian Berhad and Wah Seong (Malaya)
Trading Co. Sdn. Bhd. are common Major Shareholders of Wah Seong Corporation Berhad
and IGB Corporation Berhad.

Tan Chin Nam Sdn. Bhd.’s total direct and indirect shareholdings in Wah Seong
Corporation Berhad are 0.08% and 33.22% respectively. Tan Kim Yeow Sendirian
Berhad’s total direct and indirect shareholdings in Wah Seong Corporation Berhad are
6.96% and 33.22% respectively. Wah Seong (Malaya) Trading Co. Sdn. Bhd.’s total
direct and indirect shareholdings in Wah Seong Corporation Berhad are 32.89% and
0.34% respectively.

Tan Chin Nam Sdn. Bhd.’s total direct and indirect shareholdings in IGB Corporation
Berhad were 0.08% and 73.41% respectively. Tan Kim Yeow Sendirian Berhad’s indirect
shareholdings in IGB Corporation Berhad was 73.41%. Wah Seong (Malaya) Trading
Co. Sdn. Bhd.’s total direct and indirect shareholdings in IGB Corporation Berhad were
0.01% and 73.40% respectively.

Wong Choon Seng; Syn Tai Hung Sabaconcrete Sdn. RM3,545,735 Sale/Purchase of
Rewi Hamid Bugo Borneo Sdn. Bhd. Bhd. cements

Wong Choon Seng is a common Director of Syn Tai Hung Borneo and Sabaconcrete
Sdn. Bhd. He is also a Major Shareholder of Sabaconcrete Sdn. Bhd. by virtue of his
direct 9% shareholding in Sabaconcrete Sdn. Bhd.

Rewi Hamid Bugo is a common Director of Syn Tai Hung Borneo Sdn. Bhd. and
Sabaconcrete Sdn. Bhd. He is also a Major Shareholder of Sabaconcrete Sdn. Bhd. by
virtue of his indirect shareholding of 52% through Sego Holdings Sdn. Bhd.

Syn Tai Hung Borneo Sdn. Bhd. is an indirect 70%-owned subsidiary of Wah Seong
Corporation Berhad.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 191


ADDITIONAL INFORMATION

SUMMARY OF SIGNIFICANT RECURRENT


RELATED PARTY TRANSACTIONS

B. Group Financial and/or Treasury Management

Actual Value
Transacted for the
Financial Year Ended Nature of
Interested Related Party Lender Borrower 31 December 2017 Transaction

Chan Cheu Leong; Syn Tai Hung WDG Resources RM49,587,758 Utilisation of
Chan Wei Keat Trading Sdn. Bhd. Sdn. Bhd. banking facilities
obtained by Syn
Tai Hung Trading
Sdn. Bhd. from the
bank(s) by WDG
Resources Sdn.
Bhd.

Chan Wei Keat is a Director of WDG Resources Sdn. Bhd. and also an indirect Substantial
Shareholder of WDG Resources Sdn. Bhd. He held 50% shareholding in Epilog Tegap
Sdn. Bhd. which in turn holds 40% shareholding in WDG Resources Sdn. Bhd. He holds
51,497 shares in Wah Seong Corporation Berhad. Chan Wei Keat is the son of Chan
Cheu Leong.

Syn Tai Hung Trading Sdn. Bhd. is the immediate holding company of WDG Resources
Sdn. Bhd.

Chan Cheu Leong is the Managing Director/Group Chief Executive Officer and a
Substantial Shareholder of 5.24% shareholding in Wah Seong Corporation Berhad via
Midvest Asia Sdn. Bhd. His direct shareholding in Wah Seong Corporation Berhad is
2.59%. Chan Cheu Leong is the father of Chan Wei Keat.

Note:
The Interested Related Party Relationships are as per Circular to Shareholders on Proposed Renewal of Shareholders’
Mandate for the Existing Recurrent Related Party Transactions of a Revenue or Trading Nature and Provision of Financial
Assistance; and Proposed New Shareholders’ Mandate for Additional Recurrent Related Party Transactions of a Revenue or
Trading Nature and Provision of New Financial Assistance dated 26 April 2017 which was approved at the Annual General
Meeting of Wah Seong Corporation Berhad held on 19 May 2017.

192 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


ADDITIONAL INFORMATION

TOP 10
LIST OF PROPERTIES
AS AT 31 DECEMBER 2017

Audited NBV
Approximate Approximate as at
Description/ age of land/ 31.12.2017
Title/Location existing use the building built-up area Tenure RM’000
Geran No. 32543, 32544, 32546 Industrial land 10 - 11 18 acres Freehold 64,594
and 32547 with office years (Land)
Lot No. 1929, 1930, 1944 and and 40,425 sq m
1945 factory (Building)
building

Geran No. 32545, Lot No. 1943 Industrial land N/A 4 acres
Daerah & Mukim of Klang (Land)
Negeri Selangor Darul Ehsan

KKIP Timor, Industrial Zone 13 Industrial land 8 years 22 acres Leasehold 99 years 58,774
General Industrial Zone with factory (Land) expiring on
Kota Kinabalu Industrial Park and 232,956 31 December 2098
Mile 15 Jalan Telipok, Telipok office building sq ft
Kota Kinabalu, Sabah (Building)

No. 5 Pandan Road Office 2 years 13,723 sq m Leasehold 28 years 48,133


Singapore 609299 Buildings expiring on
30 December 2037

Geran Mukim 2327, 2805, 2806, Agricultural N/A 24 acres Freehold 46,706
2315, 2328 and 2323 land
Lot No. 512, 513, 514, 515, 1284
and 2347
Mukim Teluk Panglima Garang
Daerah Kuala Langat
Negeri Selangor Darul Ehsan

Rompintie 182, 48310 Kotka, Industrial 8 years 27,150 sq m Leasehold 50 years 43,300
Finland Building expiring 31 May
2058

HS(D) Nos. 40386, 40387 and Industrial land 15 - 32 97,896 sq m Leasehold 43,233
39789 with office years (Land) Lot P.T Nos. 18 &
PT No. 18, 19 and 1554 and factory 24,009 sq m 19 expiring on
Mukim 1 building (Building) 31 January 2039
Seberang Perai Tengah and 1554 expiring
Pulau Pinang on 5 June 2046

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 193


ADDITIONAL INFORMATION

TOP 10
LIST OF PROPERTIES
AS AT 31 DECEMBER 2017

Audited NBV
Approximate Approximate as at
Description/ age of land/ 31.12.2017
Title/Location existing use the building built-up area Tenure RM’000
PKNP Land Lot Fiz Industrial N/A 36 acres Leasehold 99 years 19,498
Kawasan Perindustrian Fiz land expiring on
Tg Gelang, Mukim Sg. Karang 19 December 2096
Kuantan, Pahang Darul Makmur

P.T. No.11443 held under title H.S. Factory 21 - 35 16,828 sq m Leasehold 99 years 13,526
(M) 9613 building years expiring on
Section 13 Mukim of Kajang 29 September
District of Hulu Langat 2086
Lot 4 Jalan P/2A seksyen 13
Kawasan Perindustrian Bangi
43650 Bandar Baru Bangi
Negeri Selangor Darul Ehsan

PN 4460, 4461, 4462, 4463, 37309 Commercial 28 years 3,190 sq m Leasehold 99 years 10,547
Lot No. 487, 488, 489, 490, 476 expiring on
Seksyen 90 14 October 2076
Bandar Kuala Lumpur
No. 2 Jalan 1/75
Off Jalan Kampong Pandan
Kuala Lumpur

KKIP Timur, Industrial Zone 10 Industrial N/A 15 acres Leasehold 99 years 9,978
General Industrial Zone land expiring on
Kota Kinabalu Industrial Park 31 December 2096
Mile 15 Jalan Telipok, Telipok
Kota Kinabalu, Sabah

194 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


ADDITIONAL INFORMATION

ANALYSIS OF
SHAREHOLDINGS

Ordinary Shares

Share Capital as at 30 March 2018


Issued and Fully Paid-up Capital : RM547,690,000.00
Class of Equity Securities : Ordinary Shares
Stock Name : WASEONG
Voting Rights : On a poll - one (1) vote per ordinary share held
Total Shareholders : 10,257

Distribution of Shareholders as at 30 March 2018

No. of No. of
Size of Shareholdings Shareholders % Shares %

Less than 100 2,368 23.0867 75,049 0.0096


100 - 1,000 1,933 18.8457 701,540 0.0905
1,001 - 10,000 4,207 41.0159 15,827,465 2.0425
10,001 - 100,000 1,482 14.4487 38,624,074 4.9844
100,001 to less than 5% of issued share capital 264 2.5739 371,184,468 47.9016
5% and above of issued share capital 3 0.0292 348,475,698 44.9710
Total 10,257 100.0000 774,888,294 100.0000

List of Substantial Shareholders as at 30 March 2018

No. of Ordinary Shares

Deemed
Name of Substantial Shareholders Direct Interest %(a) Interest %(a)

1. Wah Seong (Malaya) Trading Co. Sdn. Bhd. 254,167,900 32.8896 2,588,705(b) 0.3350
2. Midvest Asia Sdn. Bhd. 40,553,136 5.2476 - -
3. Tan Kim Yeow Sendirian Berhad 53,754,662 6.9559 256,756,605(c) 33.2246
4. Pauline Tan Suat Ming - - 312,667,348(g) 40.4595
5. Tan Chin Nam Sdn. Bhd. 600,206 0.0777 256,756,605 (c)
33.2246
6. Tony Tan Choon Keat - - 310,511,267(d) 40.1805
7. Dato’ Seri Robert Tan Chung Meng 11,601,308 1.5012 310,511,267 (d)
40.1805
8. Chan Cheu Leong 19,990,651 2.5868 40,553,136 (e)
5.2476

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 195


ADDITIONAL INFORMATION

ANALYSIS OF
SHAREHOLDINGS

Directors’ Shareholdings as at 30 March 2018

No. of Ordinary Shares

Deemed
Name of Directors Direct Interest %(a) Interest %(a)

1. Dato’ Seri Robert Tan Chung Meng 11,601,308 1.5012 310,511,267(d) 40.1805
2. Chan Cheu Leong 19,990,651 2.5868 40,707,627(f) 5.2676
3. Halim Bin Haji Din - - - -
4. Giancarlo Maccagno 16,537,177 2.1399 - -
5. Professor Tan Sri Lin See Yan - - - -
6. Tan Jian Hong, Aaron - - - -

Notes:
(a) Based on 772,790,956 (Issued and paid-up share capital of 774,888,294 less Treasury Shares of 2,097,338).
(b) Deemed interest held through Wah Seong Enterprises Sdn. Bhd. (“WSE”) pursuant to Section 8 of the Companies Act,
2016 (“the Act”) whereby Wah Seong (Malaya) Trading Co. Sdn. Bhd. (“WST”) is the major shareholder of WSE.
(c) Deemed interest held through WSE and WST pursuant to Section 8 of the Act.
(d) Deemed interest held through WSE, WST and Tan Kim Yeow Sendirian Berhad (“TKYSB”) pursuant to Section 8 of the Act.
(e) Deemed interest held through Midvest Asia Sdn. Bhd. (“MASB”) pursuant to Section 8 of the Act.
(f) Deemed interest held through MASB pursuant to Section 8 of the Act and include interests of his spouse and children.
(g) Deemed interest held through WSE, WST, TKYSB and Pauline Tan Suat Ming Holdings Sdn. Bhd. pursuant to Section 8
of the Act.

Note:
- By virtue of his interests of more than 20% in the shares of the Company, Dato’ Seri Robert Tan Chung Meng is also
deemed to be interested in the shares of all its subsidiaries to the extent the Company has an interest.
- TKYSB and Tan Chin Nam Sdn. Bhd. are the major shareholders of WST.

Thirty (30) Largest Shareholders as at 30 March 2018

No. Name No. of Shares %(a)

1. Wah Seong (Malaya) Trading Co. Sdn. Bhd. 250,221,662 32.3790


2. Midvest Asia Sdn. Bhd. 40,553,136 5.2476
3. Tan Kim Yeow Sendirian Berhad 39,154,662 5.0667
4. Amanahraya Trustees Berhad
Amanah Saham Bumiputera 37,000,000 4.7878
5. Lembaga Tabung Angkatan Tentera 34,684,989 4.4883
6. Citigroup Nominees (Tempatan) Sdn. Bhd.
Employees Provident Fund Board 22,398,643 2.8984
7. HSBC Nominees (Asing) Sdn. Bhd.
Giancarlo Maccagno 16,387,177 2.1205
8. Karya Insaf (M) Sdn. Bhd. 16,050,423 2.0769
9. Lembaga Tabung Haji 15,733,700 2.0360
10. Tan Kim Yeow Sendirian Berhad 14,600,000 1.8893
11. Amanahraya Trustees Berhad
Amanah Saham Bumiputera 2 13,682,500 1.7705

196 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


ADDITIONAL INFORMATION

ANALYSIS OF
SHAREHOLDINGS

Thirty (30) Largest Shareholders as at 30 March 2018 (Cont’d)

No. Name No. of Shares %(a)

12. HSBC Nominees (Asing) Sdn. Bhd.


Exempt AN for Credit Suisse (SG BR-TST-ASING) 13,211,927 1.7096
13. Maybank Nominees (Tempatan) Sdn. Bhd.
Pledged Securities Account for Chan Cheu Leong 12,066,666 1.5614
14. Robert Tan Chung Meng 10,965,308 1.4189
15. Amanahraya Trustees Berhad
Amanah Saham Nasional 7,784,500 1.0073
16. Micasa Investments (S) Pte Ltd 6,374,840 0.8249
17. Amanahraya Trustees Berhad
Amanah Saham Gemilang for Amanah Saham Persaraan 6,260,000 0.8101
18. Citigroup Nominees (Tempatan) Sdn. Bhd.
Employees Provident Fund Board (AM INV) 5,894,700 0.7628
19. Amanahraya Trustees Berhad
Amanah Saham Gemilang for Amanah Saham Pendidikan 5,765,700 0.7461
20. Citigroup Nominees (Tempatan) Sdn. Bhd.
Employees Provident Fund Board (PHEIM) 5,171,000 0.6691
21. Chan Cheu Leong 5,005,589 0.6477
22. Amanahraya Trustees Berhad
Amanah Saham Nasional 2 4,300,000 0.5564
23. Wah Seong (Malaya) Trading Co. Sdn. Bhd. 3,946,238 0.5106
24. Citigroup Nominees (Asing) Sdn. Bhd.
CBNY for Dimensional Emerging Markets Value Fund 3,782,783 0.4895
25. CIMSEC Nominees (Tempatan) Sdn. Bhd.
Exempt AN for CIMB Securities (Singapore) Pte Ltd (Retail Clients) 3,320,761 0.4297
26. HSBC Nominees (Asing) Sdn. Bhd.
Exempt AN for The Hongkong And Shanghai Banking Corporation Limited
(HBAP-SGDIV-ACCL) 3,016,667 0.3904
27. Citigroup Nominees (Asing) Sdn. Bhd.
CBNY for Emerging Market Core Equity Portfolio DFA Investment Dimensions
Group Inc 2,789,040 0.3609
28. Citigroup Nominees (Asing) Sdn. Bhd.
CEP for PHEIM SICAV-SIF 2,788,000 0.3608
29. Goldhill Gardens Sdn. Bhd. 2,727,300 0.3529
30. Ranjit Singh A/L Mahindar Singh 2,717,623 0.3517
608,355,534 78.7218

Note:

(a)
Based on 772,790,956 ordinary shares (Issued and paid-up share capital of 774,888,294 ordinary shares less Treasury
Shares of 2,097,338).

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 197


ADDITIONAL INFORMATION

NOTICE OF EIGHTEENTH
ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Eighteenth Annual General Meeting of


WAH SEONG CORPORATION BERHAD (“the Company”) will be held at Perdana IV,
Level 3, Cititel Hotel, 66 Jalan Penang, 10000 Penang, Malaysia on Friday, 25 May 2018 at
11.00 a.m. for the following purposes:
AGENDA

As Ordinary Business

1. To receive and adopt the Audited Financial Statements of the Company and the Group for Ordinary Resolution 1
the financial year ended 31 December 2017 and the Reports of the Directors and Auditors
thereon.

2. To approve the Directors’ Fees of RM330,000 and Directors’ Meeting Allowances of Ordinary Resolution 2
RM96,000 payable for the financial year ended 31 December 2017.

3. To approve the proposed Directors’ Fees of up to RM700,000 and Directors’ Meeting Ordinary Resolution 3
Allowances of up to RM160,000 payable for the financial year ending 31 December 2018.

4. To re-elect the following Directors who retire pursuant to Article 110 of the Company’s
Constitution:

(i) Chan Cheu Leong Ordinary Resolution 4


(ii) Tan Jian Hong, Aaron Ordinary Resolution 5

5. To re-elect Tan Sri Saw Choo Boon, as a Director of the Company who retires pursuant to Ordinary Resolution 6
Article 117 of the Company’s Constitution.

6. To re-appoint PricewaterhouseCoopers PLT as Auditors of the Company for the ensuing Ordinary Resolution 7
year and to authorise the Directors to fix their remuneration.

As Special Business

To consider, and if thought fit, to pass the following Ordinary/Special Resolutions, with or without
modifications thereto:

7. Ordinary Resolution
Authority to Issue Shares Pursuant to Sections 75 and 76 of the Companies Act, 2016 Ordinary Resolution 8

“THAT, subject always to the Companies Act, 2016 (“the Act”), the Company’s Constitution
and approvals from the relevant governmental and/or regulatory bodies where such
approvals shall be necessary, authority be and is hereby given to the Directors of the
Company pursuant to Sections 75 and 76 of the Act, to issue and allot shares from the
unissued share capital of the Company from time to time upon such terms and conditions
and for such purposes as may be determined by the Directors of the Company to be in
the interest of the Company provided always that the aggregate number of shares to be
issued pursuant to this resolution does not exceed ten per centum (10%) of the issued share
capital of the Company for the time being AND THAT the Directors of the Company be also
empowered to obtain the approval for the listing of and quotation for the additional shares
so issued on Bursa Malaysia Securities Berhad AND THAT such authority shall continue
to be in forced until the conclusion of the next Annual General Meeting (“AGM”) of the
Company or the expiration of the period within which the next AGM is required by law to be
held, whichever is the earlier; but any approval may be revoked or varied at any time by a
resolution of the Company in general meeting.”

198 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


ADDITIONAL INFORMATION

NOTICE OF EIGHTEENTH
ANNUAL GENERAL MEETING

8. Ordinary Resolution
Proposed Renewal of Authority to Buy-Back its Own Shares by the Company Ordinary Resolution 9

“THAT, subject to the provisions of the Companies Act, 2016 (“the Act”), the Company’s
Constitution, the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities
Berhad (“Bursa Securities”) and any other applicable laws, rules, orders, requirements,
regulations and guidelines for the time being in force, the Directors of the Company be
hereby unconditionally and generally authorised to make purchase(s) of ordinary shares in
the Company’s issued and paid-up share capital through Bursa Securities at any time and
upon such terms and conditions and for such purposes as the Directors of the Company
may, in their discretion deem fit, subject to the following:

(i) the maximum number of ordinary shares which may be purchased and/or held by the
Company shall be ten per centum (10%) of the issued and paid-up ordinary share
capital of the Company for the time being (“WSC Shares”);

(ii) the maximum fund to be allocated by the Company for the purpose of purchasing
the WSC Shares shall not exceed the retained profits of the Company as at
31 December 2017 otherwise available for distribution as dividends;

(iii) the authority conferred by this resolution will be effective immediately upon the
passing of this resolution and will continue in force until:

(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company,
at which time the authority shall lapse, unless by ordinary resolution passed
at the meeting, the authority is renewed, either unconditionally or subject to
conditions;
(b) the expiration of the period within which the next AGM after that date it is
required by law to be held; or
(c) revoked or varied by an ordinary resolution of the shareholders of the Company
at a general meeting;

whichever is earlier but not so as to prejudice the completion of the purchase(s) made
by the Company before the aforesaid expiry date and, in any event, in accordance
with the provisions of the MMLR of Bursa Securities or any other relevant authorities;

(iv) upon completion of the purchase(s) of the WSC Shares by the Company, the Directors
of the Company be hereby authorised to deal with the WSC Shares in accordance
with the MMLR and the Companies Act, 2016.

AND THAT the Directors of the Company be and are hereby authorised to take all such
steps that are necessary or expedient and/or appropriate to implement, finalise and to give
full effect to the purchase(s) of WSC Shares with full power to assent to any conditions,
variations, and/or amendments that may be imposed by the relevant authorities.”

9. Ordinary Resolution
Proposed Renewal of Shareholders’ Mandate for the Existing Recurrent Related Party Ordinary Resolution 10
Transactions and Provision of Financial Assistance

“THAT, subject to the provisions of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad, approval be and is hereby given to the Company and/or its subsidiaries
(“WSC Group”) to enter into recurrent related party transactions of a revenue or trading
nature and the provision of financial assistance as specified in Section 2.5 of Part B of
the Circular to Shareholders dated 25 April 2018 which transactions are necessary for the
day-to-day operations in the ordinary course of business of WSC Group on terms not more
favourable to the related parties than those generally available to the public and are not to
the detriment of the minority shareholders of the Company and the shareholders’ mandate
is subject to annual renewal and disclosure is made in the Annual Report of the aggregate
value of transactions conducted pursuant to the shareholders’ mandate during the financial
year and that such approval shall continue to be in forced until:

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 199


ADDITIONAL INFORMATION

NOTICE OF EIGHTEENTH
ANNUAL GENERAL MEETING

9. Ordinary Resolution (cont’d)

(i) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which
time the proposed shareholders’ mandate will lapse, unless renewed by a resolution
passed at the meeting;

(ii) the expiration of the period within which the next AGM of the Company after the date
it is required to be held pursuant to Section 340(2) of the Companies Act, 2016 (“the
Act”) (but shall not extend to such extension as may be allowed pursuant to Section
340(4) of the Act); or

(iii) revoked or varied by resolution passed by the shareholders of the Company in a


general meeting;

whichever is earlier.

AND THAT the Directors of the Company be and are hereby authorised to complete and to
do all such acts and things (including executing all such documents as may be required) as
they may consider expedient or necessary to give effect to the transactions contemplated
and/or authorised by this resolution.”

10. Ordinary Resolution


Proposed New Shareholders’ Mandate for Additional Recurrent Related Party Ordinary Resolution 11
Transactions and Provision of New Financial Assistance

“THAT, subject to the provisions of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad, approval be and is hereby given to the Company and/or its subsidiaries
(“WSC Group”) to enter into new/additional recurrent related party transactions of a revenue
or trading nature and the provision of new financial assistance as specified in Section 2.5 of
Part B of the Circular to Shareholders dated 25 April 2018 which transactions are necessary
for the day-to-day operations in the ordinary course of business of WSC Group on terms
not more favourable to the related parties than those generally available to the public and
are not to the detriment of the minority shareholders of the Company and the shareholders’
mandate is subject to annual renewal and disclosure shall be made in the Annual Report
of the aggregate value of transactions conducted pursuant to the shareholders’ mandate
during the financial year and that such approval shall continue to be in forced until:

(i) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at
which time the proposed new shareholders’ mandate will lapse, unless renewed by a
resolution passed at the meeting;

(ii) the expiration of the period within which the next AGM of the Company after the date
it is required to be held pursuant to Section 340(2) of the Companies Act, 2016 (“the
Act”) (but shall not extend to such extension as may be allowed pursuant to Section
340(4) of the Act); or

iii) revoked or varied by resolution passed by the shareholders of the Company in a


general meeting;

whichever is earlier.

AND THAT the Directors of the Company be and are hereby authorised to complete and to
do all such acts and things (including executing all such documents as may be required) as
they may consider expedient or necessary to give effect to the transactions contemplated
and/or authorised by this resolution.”

200 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


ADDITIONAL INFORMATION

NOTICE OF EIGHTEENTH
ANNUAL GENERAL MEETING

11. Ordinary Resolution


Retention of Independent Non-Executive Directors

(i) “THAT approval be and is hereby given to Halim Bin Haji Din who has served as an Ordinary Resolution 12
Independent Non-Executive Director of the Company for a cumulative term of more
than fifteenth (15) years, to continue to act as an Independent Non-Executive Director
of the Company in accordance with the Malaysian Code on Corporate Governance
2017.”

(ii) “THAT approval be and is hereby given to Professor Tan Sri Lin See Yan who has Ordinary Resolution 13
served as an Independent Non-Executive Director of the Company for a cumulative
term of more than thirteenth (13) years, to continue to act as an Independent Non-
Executive Director of the Company in accordance with the Malaysian Code on
Corporate Governance 2017.”

12. Special Resolution


Proposed Amendments to the Company’s Constitution Special Resolution 1

“THAT the proposed amendments to the Company’s Constitution, the contents as set out in
Part C of the Company’s Circular to the Shareholders dated 25 April 2018 be and are hereby
approved (“Proposed Amendments”).

AND THAT the Directors of the Company be and are hereby authorised to give effect to the
Proposed Amendments with full power to assent to any conditions, modifications, variations
and/or amendments (if any) as may be imposed by any relevant authorities and to take all
such steps as they may deem necessary or expedient in order to implement, finalise and
give full effect to the Proposed Amendments.”

13. To transact any other business that may be transacted at an Annual General Meeting of
which due notice shall have been given in accordance with the Companies Act, 2016 and
the Company’s Constitution.

FURTHER NOTICE IS HEREBY GIVEN THAT for the purpose of determining a member who shall
be entitled to attend this Eighteenth Annual General Meeting, the Company shall be requesting
Bursa Malaysia Depository Sdn. Bhd., in accordance with Article 81(2) of the Company’s
Constitution and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991, to issue
a Record of Depositors as at 21 May 2018 (“General Meeting Record of Depositors”). Only a
Depositor whose name appears on the General Meeting Record of Depositors shall be regarded
as a member entitled to attend, speak and vote at the Eighteenth Annual General Meeting or
appoint proxies to attend, speak and vote on his/her behalf.

BY ORDER OF THE BOARD

WOO YING PUN (MAICSA 7001280)


Group Company Secretary
Kuala Lumpur
Dated: 25 April 2018

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 201


ADDITIONAL INFORMATION

NOTICE OF EIGHTEENTH
ANNUAL GENERAL MEETING

Notes:

1. A proxy may but need not be a Member of the Company. If a Member appoints two (2) proxies, the appointments shall
be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy.

2. Where a Member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central
Depositories) Act, 1991 (“SICDA”) 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 authorised nominee
may appoint in respect of each omnibus account it holds.

3. Where a Member of the Company is an authorised nominee as defined under SICDA, it may appoint at least one (1)
proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the
said securities account.

4. If the appointer is a corporation, the proxy form must be executed under the common seal or under the hand of its
officer or attorney duly authorised in writing.

5. In accordance with Section 334(3) of the Companies Act, 2016, the instrument appointing a proxy and the power of
attorney or other authority, if any, under which is signed or a notarially certified copy of that power or authority shall
be deposited at the Company’s Registered Office at Suite 19.01, Level 19, The Gardens North Tower, Mid Valley City,
Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia, not less than forty-eight (48) hours before the time for holding
the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case
of a poll, not less than twenty-four (24) hours before the time appointed for the taking of the poll at the Eighteenth
Annual General Meeting. Pursuant to Paragraph 8.29A(1), Chapter 8 of the Main Market Listing Requirements of Bursa
Malaysia Securities Berhad, all resolutions set out in this notice are required to be voted by poll.

Explanatory Notes on Ordinary Business

1. Payment of Directors’ Fees and Directors’ Meeting Allowances for the financial year ended 31 December 2017

The proposed Ordinary Resolution 2, is to obtain shareholders’ approval for the payment of Directors’ Fees and
Directors’ Meeting Allowances in respect of the financial year ended 31 December 2017.

2. Payment of Directors’ Fees and Directors’ Meeting Allowances for the financial year ending 31 December 2018

The proposed Ordinary Resolution 3, is to obtain shareholders’ approval for the payment of Directors’ Fees and
Directors’ Meeting Allowances in respect of the current financial year, estimated and calculated based on the proposed
increase in the number of Independent Non-Executive Directors and the number of scheduled Board and Committee
meetings to be held during the financial year ending 31 December 2018.

3. Re-election of Tan Sri Saw Choo Boon as a Director of the Company

Tan Sri Saw Choo Boon, the newly appointed Director of the Company is retiring pursuant to Article 117 of the
Company’s Constitution (i.e. casual vacancy/appointment of additional Director) and is eligible for re-election as a
Director of the Company.

Explanatory Notes on Special Business

1. Authority to Issue Shares Pursuant to Sections 75 and 76 of the Companies Act, 2016

The Ordinary Resolution 8, if passed, will give authority to the Directors of the Company to issue and allot shares
from the unissued share capital of the Company for such purposes as the Directors of the Company in their absolute
discretion consider to be in the interest of the Company without having to convene a general meeting. This authority
shall continue to be in force until the conclusion of the next Annual General Meeting (“AGM”) or the expiration of the
period within which the next AGM is required by law to be held, whichever is the earlier; but any approval may be
previously revoked or varied by a resolution of the Company in general meeting.

202 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


ADDITIONAL INFORMATION

NOTICE OF EIGHTEENTH
ANNUAL GENERAL MEETING

Explanatory Notes on Special Business (cont’d)

The Company has not issued any new shares pursuant to Sections 75 and 76 of the Companies Act, 2016 under the
general mandate which was approved at the Seventeenth AGM of the Company held on 19 May 2017 and which will
lapse at the conclusion of the Eighteenth AGM. A renewal of this authority is being sought at the Eighteenth AGM.

The authority to issue shares pursuant to Sections 75 and 76 of the Companies Act, 2016 will provide flexibility and
expediency to the Company for any possible fund raising involving the issuance or placement of shares to facilitate
business expansion or strategic merger and acquisition opportunities involving equity deals or part equity or to fund
future investment project(s) or for working capital requirements, which the Directors of the Company consider to be in
the best interest of the Company.

As such, any additional cost to be incurred or delay arising from the need to convene a general meeting to approve such
issuance of shares could be eliminated.

2. Proposed Renewal of Authority to Buy-Back its Own Shares by the Company

The Ordinary Resolution 9, if passed, will allow the Directors of the Company to exercise the power of the Company
to purchase not more than ten per centum (10%) of the issued and paid-up share capital of the Company for the time
being. This authority will expire at the conclusion of the next Annual General Meeting unless earlier revoked or varied
by ordinary resolution passed by shareholders at a general meeting.

Please refer to Part A of the Share Buy-Back Statement dated 25 April 2018, which is enclosed and despatched
together with the Annual Report 2017, for information pertaining to Ordinary Resolution 9.

3. Proposed Renewal of Shareholders’ Mandate for the Existing Recurrent Related Party Transactions and
Provision of Financial Assistance

Proposed New Shareholders’ Mandate for Additional Recurrent Related Party Transactions and Provision of
New Financial Assistance

The Ordinary Resolutions 10 & 11, if passed, will allow the Company and/or its subsidiaries to enter into recurrent
related party transactions of a revenue or trading nature with the related parties and the provision of financial assistance
in the ordinary course of business which are necessary for the day-to-day operations based on terms which are not
more favourable to the related parties than those generally available to the public and are not to the detriment of the
minority shareholders of the Company.

Please refer to Part B of the Circular to Shareholders dated 25 April 2018, which is enclosed and despatched together
with the Annual Report 2017, for information pertaining to Ordinary Resolutions 10 & 11.

4. Retention of Independent Non-Executive Directors of the Company in accordance with the Malaysian Code on
Corporate Governance 2017

(i) Halim Bin Haji Din

The Board has assessed the independence of Halim Bin Haji Din, who has served the Company for more than
fifteenth (15) years, and recommended that he continues to act as an Independent Non-Executive Director of the
Company based on the following justification:

(a) He has met the criteria of an Independent Director as defined in Chapter 1 of the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad.
(b) He has performed his duties diligently and in the best interest of the Company and has provided independent
judgement, broader views and balanced assessments to the proposals from the Management with his
diverse experience and expertise.
(c) His vast experience in the accounting, finance, corporate recovery and audit enables him to provide the
Board with a diverse set of experience, expertise and independent judgement.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 203


ADDITIONAL INFORMATION

NOTICE OF EIGHTEENTH
ANNUAL GENERAL MEETING

Explanatory Notes on Special Business (cont’d)

(d) He understands the Company’s industry well and is able to contribute to the effective over-sight of the
Company’s business activities.
(e) He consistently challenges the Management in an effective and constructive manner.
(f) He maintains his independence where management over-sight and monitoring are concerned in the
execution of the Company’s strategic plans.

(ii) Professor Tan Sri Lin See Yan

The Board has assessed the independence of Professor Tan Sri Lin See Yan, who has served the Company for
more than thirteenth (13) years, and recommended that he continues to act as an Independent Non-Executive
Director of the Company based on the following justification:

(a) He has met the criteria of an Independent Director as defined in Chapter 1 of the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad.
(b) He has performed his duties diligently and in the best interest of the Company and has provided independent
judgement, broader views and balanced assessments to the proposals from the Management with his
diverse experience and expertise.
(c) His vast experience in the banking and finance industry coupled with his economics and corporate
background enables him to provide the Board with a diverse set of experience, expertise and independent
judgement.
(d) He understands the Company’s industry well and is able to contribute to the effective over-sight of the
Company’s business activities.
(e) He consistently challenges the Management in an effective and constructive manner.
(f) He maintains his independence where management over-sight and monitoring are concerned in the
execution of the Company’s strategic plans.

5. Special Resolution
Proposed Amendments to the Company’s Constitution

The Proposed Amendments is made to the Constitution of the Company to be in line with the recent amendments to
the Companies Act, 2016 and the Main Market Listing Requirement of Bursa Malaysia Securities Berhad.

Please refer to Part C of the Circular to Shareholders dated 25 April 2018, which is enclosed and despatched together
with the Annual Report 2017, for information pertaining to the Special Resolution.

204 WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017


ADDITIONAL INFORMATION

STATEMENT ACCOMPANYING NOTICE OF


EIGHTEENTH ANNUAL GENERAL MEETING

1. Details of Individual who is standing for election as Director

No individual is seeking for election as a Director of the Company at the Eighteenth Annual General Meeting
of the Company.

2. There is a renewal of the general mandate for the issuance of securities to be sought in accordance with
Paragraph 6.03(3) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, at the
Eighteenth Annual General Meeting of the Company.

No proceeds was raised from the previous mandate as the Company has not issued any new shares pursuant to
Sections 75 and 76 of the Companies Act, 2016 under the general mandate which was approved at the Seventeenth
Annual General Meeting of the Company held on 19 May 2017.

The purpose for the general mandate being sought to issue shares pursuant to Sections 75 and 76 of the Companies
Act, 2016 is to provide flexibility and expediency to the Company for any possible fund raising involving the issuance or
placement of shares to facilitate business expansion or strategic merger and acquisition opportunities involving equity
deals or part equity or to fund future investment project(s) or for working capital requirements, which the Directors of
the Company consider to be in the best interest of the Company.

As such, any additional cost to be incurred or delay arising from the need to convene a general meeting to approve such
issuance of shares could be eliminated.

3. Date, time and place of the Eighteenth Annual General Meeting

Date : Friday, 25 May 2018


Time : 11.00 a.m.
Place : Perdana IV, Level 3, Cititel Hotel, 66 Jalan Penang, 10000 Penang, Malaysia.

WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 205


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WAH SEONG CORPORATION BERHAD
(COMPANY NO. : 495846-A)
Number of Ordinary Shares held
(INCORPORATED IN MALAYSIA)

PROXY FORM
I/We
(Full name in block letters)
NRIC or Company No. CDS Account No.

of
(Full address)
being a *member/members of WAH SEONG CORPORATION BERHAD (Company No. 495846-A) hereby appoint

NRIC No.
(Full name in block letters)
of
(Full address)
or failing *him/her, NRIC No.
(Full name in block letters)
of
(Full address)
or failing *him/her, the Chairman of the Meeting as *my/our proxy to vote for *me/us on *my/our behalf, at the Eighteenth Annual General Meeting
(“AGM”) of the Company to be held at Perdana IV, Level 3, Cititel Hotel, 66 Jalan Penang, 10000 Penang, Malaysia on Friday, 25 May 2018 at 11.00
a.m. and at any adjournment thereof in the manner indicated below.
FOR AGAINST
Ordinary Resolution 1 To receive and adopt the Audited Financial Statements of the Company and the Group for the
financial year ended 31 December 2017 and the Reports of the Directors and Auditors thereon.
Ordinary Resolution 2 To approve the Directors’ Fees of RM330,000 and Directors’ Meeting Allowances of RM96,000
payable for the financial year ended 31 December 2017.
Ordinary Resolution 3 To approve the Directors’ Fees of up to RM700,000 and Directors’ Meeting Allowances of up
to RM160,000 payable for the financial year ending 31 December 2018.
Ordinary Resolution 4 To re-elect Chan Cheu Leong as Director who retires pursuant to Article 110 of the Company’s
Constitution.
Ordinary Resolution 5 To re-elect Tan Jian Hong, Aaron as Director who retires pursuant to Article 110 of the Company’s
Constitution.
Ordinary Resolution 6 To re-elect Tan Sri Saw Choo Boon as Director who retires pursuant to Article 117 of the
Company’s Constitution.
Ordinary Resolution 7 To re-appoint PricewaterhouseCoopers PLT as Auditors of the Company for the ensuing year
and to authorise the Directors to fix their remuneration.
Ordinary Resolution 8 To authorise the Directors to issue and allot shares pursuant to Sections 75 and 76 of the
Companies Act, 2016.
Ordinary Resolution 9 Proposed Renewal of Authority to Buy-Back its Own Shares by the Company.
Ordinary Resolution 10 Proposed Renewal of Shareholders’ Mandate for the Existing Recurrent Related Party
Transactions and Provision of Financial Assistance.
Ordinary Resolution 11 Proposed New Shareholders’ Mandate for Additional Recurrent Related Party Transactions
and Provision of New Financial Assistance.
Ordinary Resolution 12 To retain Halim Bin Haji Din as an Independent Non-Executive Director.
Ordinary Resolution 13 To retain Professor Tan Sri Lin See Yan as an Independent Non-Executive Director.
Special Resolution 1 Proposed Amendments to the Company’s Constitution.
(Please indicate with an “x” in the space provided above as to how you wish to cast your vote. If no specific direction as to voting is given, the proxy
will vote or abstain from voting at his/her discretion.)
* Strike out whichever not applicable

Signature of Member Company Seal to be affixed here if


Member is a Corporation
Signed this: __________ day of ____________________ 2018

Contact No.: ______________________________________

Notes:
1. A proxy may but need not be a Member of the Company. If a Member appoints two (2) proxies, the appointments shall be invalid unless he specifies the proportions of his shareholdings to be represented
by each proxy.
2. Where a Member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991 (“SICDA”) 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 authorised nominee may appoint in respect of each omnibus account it
holds.
3. Where a Member of the Company is an authorised nominee as defined under SICDA, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company
standing to the credit of the said securities account.
4. If the appointer is a corporation, the proxy form must be executed under the common seal or under the hand of its officer or attorney duly authorised in writing.
5. In accordance with Section 334(3) of the Companies Act, 2016, the instrument appointing a proxy and the power of attorney or other authority, if any, under which is signed or a notarially certified copy of that
power or authority shall be deposited at the Company’s Registered Office at Suite 19.01, Level 19, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia, not less
than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than twenty-four (24)
hours before the time appointed for the taking of the poll at the Eighteenth AGM. Pursuant to Paragraph 8.29A(1), Chapter 8 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all
resolutions set out in this notice are required to be voted by poll.
6. For the purpose of determining a member who shall be entitled to attend this Eighteenth AGM, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd., in accordance with Article 81(2) of the
Company’s Constitution and Section 34(1) of SICDA, to issue a Record of Depositors as at 21 May 2018 (“General Meeting Record of Depositors”). Only a Depositor whose name appears on the General
Meeting Record of Depositors shall be regarded as a member entitled to attend, speak and vote at the Eighteenth AGM or appoint proxies to attend, speak and vote on his/her behalf.
Fold this flap for sealing

Then fold here

AFFIX
STAMP

THE COMPANY SECRETARY


WAH SEONG CORPORATION BERHAD
(Company No. : 495846-A)
Registered Office:
Suite 19.01, Level 19, The Gardens North Tower
Mid Valley City, Lingkaran Syed Putra
59200 Kuala Lumpur, Wilayah Persekutuan
Malaysia

1st fold here


Suite 19.01, Level 19, The Gardens North Tower, Mid Valley City
Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia
Tel : (603) 2685 6800 Fax : (603) 2685 6999 Website : www.wahseong.com

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