Cheetah - Annual Report 2019
Cheetah - Annual Report 2019
Cheetah - Annual Report 2019
www.cheetah.com.my
CHEETAH HOLDINGS BERHAD (430404-H)
Lot 1846, Jalan KPB 6, Kawasan Perindustrian Kg. Bahru Balakong,
43300 Seri Kembangan, Selangor Darul Ehsan, Malaysia
Tel: +603 8947 3888 Fax: +603 8961 3298
Our Vision
fulfilling your lifestyle needs
www.cheetah.com.my
CONTENTS
2 Corporate Information
3 Corporate Structure
4 Directors’ Profile
7 Key Senior Management Profile
8 5 Years Financial Highlights
9 Management Discussion and Analysis
11 Sustainability Statement
16 Corporate Governance Overview Statement
25 Other Information
26 Statement on Directors’ Responsibility
27 Audit Committee Report
30 Statement on Risk Management and Internal Control
33 Financial Statements
88 List of Properties Held by The Group
89 Analysis of Shareholdings
92 Notice of Twenty Second Annual General Meeting
95 Statement Accompanying Notice of
Annual General Meeting
Form of Proxy
CORPORATE INFORMATION
BOARD OF DIRECTORS
HOR AH KUAN
Non-Independent Non-Executive Director
Gong Wooi Teik (Chairman) Main Market of Bursa Malaysia Securities Berhad
Chong Jock Peng
Dato’ Tea Choo Keng REGISTERED OFFICE
100% 100%
Mr Chia Kee Foo was appointed to the Board on 29 August 2004. He was one of the co-founder of Success
Sports Company and Cheetah Sports Centre and was appointed to the Board of Cheetah Corporation (M)
Sdn Bhd (“CCM”) as the Managing Director upon incorporation of CCM on 28 September 1989. He has more
than 38 years of experience in the garment industry and with a comprehensive understanding of the apparel
market, he has successfully managed to ensure that the company keeps abreast with the latest trend, style
and design in the fashion industry. Under his stewardship, CCM was transformed from a small to a substantial
player in the local sports apparel industry. He oversees the overall business direction, development and
formulation of the Group’s plans and policies. He is also directly involved in the day-to-day management
and decision-making for the Group.
He has no personal interest in any business arrangement involving the Company except by virtue of his
directorship and shareholding in Chia Yoon Yuen Holdings Sdn Bhd (“CYY”), a substantial shareholder of the
Company.
Mr Chia Kee Yew was appointed to the Board on 29 August 2004. He was a co-founder of Syarikat Yoon
Yuen, Success Sports Company and Cheetah Sports Centre. He was appointed to the Board of CCM as an
Executive Director on 28 September 1989. He was involved in the designing of Cheetah apparels since the
early days of Syarikat Yoon Yuen and continues to play a crucial role in designing the Group’s apparels. In
view of his extensive experience in the apparel designing, he has gathered a deep understanding of the
fashion trend that has resulted in the creation of designs that appeals to and is accepted by the various
target markets. Under his guidance and contribution, the Group has managed to consistently produce new
designs while remaining competitive over the years.
Mr Chia Kee Kwei was appointed to the Board on 29 August 2004. Prior to his appointment as an Executive
Director of CCM on 28 September 1989, he was entrusted with the task of managing the retail operations
of Cheetah Sports Centre and was subsequently promoted to head the Accounting and Administration
Department of Success Sports Company in 1989. With his in-depth understanding of retailing, he has
successfully implemented the EDP system for CCM’s operations. He oversees the financial and budgetary
control, planning and development, implementation of marketing strategy and overall corporate functions
of the Group.
He has no personal interest in any business arrangement involving the Company except by virtue of his
directorship and shareholding in CYY, a substantial shareholder of the Company.
HOR AH KUAN
(Aged 83, Female, Malaysian)
Non-Independent Non-Executive Director
Madam Hor Ah Kuan was appointed to the Board on 29 August 2004. She began her career in the garment
industry in 1977 by setting up a partnership called Syarikat Yoon Yuen with her son, Mr Chia Kee Yew.
Together with Mr Chia Kee Foo, she co-founded another two partnerships, namely Success Sports Company
and Cheetah Sports Centre. Upon incorporation of CCM on 28 September 1989, she was appointed to the
Board of CCM as an Executive Director. Her extensive experience and skills in the manufacturing of apparels
has provided her with a valuable insight on innovations in the manufacturing and retailing of apparels.
Presently in an advisory capacity, she provides guidance and advice to the Group.
Mr Gong Wooi Teik (“Mr Gong”) was appointed to the Board on 1 November 2004. He is the Chairman of
the Audit Committee as well as a Member of the Nomination Committee and the Remuneration Committee.
He is a Fellow Member of The Institute of Chartered Accountants in England and Wales, Member of the
Malaysian Institute of Accountants and Fellow Member of the Chartered Tax Institute of Malaysia. Mr Gong
did his articleship in England in the early seventies and graduated as a Chartered Accountant in 1976.
Thereafter, he returned to Malaysia and worked for two of the big four International Accounting Firms for
a few years. In 1980, he started his own accounting firm and currently he is the Managing Partner of GEP
Associates, a member firm of AGN International Ltd which is a worldwide Association of Accounting and
Consulting Firms.
Mr Gong is currently also an Independent Non-Executive Director of Supermax Corporation Berhad, Box-
Pak (Malaysia) Berhad and Dancomech Holdings Berhad, which are all listed on the Main Market of Bursa
Malaysia Securities Berhad.
Mr Chong Jock Peng was appointed to the Board on 1 November 2004. He is the Chairman of the Nomination
Committee and a member of the Audit Committee and the Remuneration Committee. He is an advocate
and solicitor of the High Court of Malaya and has been practising law for the past 24 years since his admission
to the Malaysian Bar in October 1995. He is now a senior partner in the law firm, J.P. Chong & Co. He received
his LLB (Hon) degree from the University of Wolverhampton, United Kingdom in 1993 and his Certificate in
Legal Practice (CLP) in 1994.
Dato’ Tea Choo Keng (“Dato’ Tea”) was appointed to the Board of the Company on 19 May 2017. He is the
Chairman of the Remuneration Committee as well as a member of the Audit Committee and the Nomination
Committee. He graduated with a law degree (LL.B Hons) from the University of Hull (United Kingdom) in 1991.
He was called to the bar and admitted as advocate and solicitor in 1993 and set up his own legal practice
under the name of Messrs Tea & Company in year 1994. He is currently the managing partner of a legal firm,
Messrs Tea, Kelvin Kang & Co.
Dato’ Tea is an Independent Non-Executive Director of Power Root Berhad and Lien Hoe Corporation
Berhad, both of which are listed on the Main Market of Bursa Malaysia Securities Berhad.
Family Relationships
Mr Chia Kee Foo, Mr Chia Kee Yew and Mr Chia Kee Kwei, who are brothers, are the sons of Madam Hor Ah
Kuan. Saved as disclosed, none of the Directors has any family relationship with any Directors and/or major
shareholders of the Company nor any conflict of interests with the Company.
Others
The Directors have no convictions for offences, other than traffic offences (if any), within the past five (5)
years nor any public sanction or penalty imposed by the relevant regulatory bodies during the financial year.
Mr Choo Chee Woon (“Mr Choo”) joined the Company as Sales Executive on 1 July 1995 and was appointed
as Senior Brand Manager on 1 April 2013. With his years of experience, he is responsible in providing
operational leadership that ensures the Company’s products and services are in tandem to current and
potential customers.
He professionally monitors the marketing trends and keeps a close eye on competitors’ products. He is in
charge of managing and developing market expansion whilst overseeing a team of junior marketers. Mr
Choo has shown through the years to have a strong analytical skills coupled with business savvy senses and
the ability to multitask.
Mr Choo graduated from Universiti Utara Malaysia in 1995 with a Bachelor of Business Administration (Hons)
Major in Marketing.
He does not have any conflict of interests with the Company nor any family relationship with any director
and/or major shareholder of Cheetah Holdings Berhad. He has had no convictions for any offences, other
than traffic offences (if any), within the past 5 years nor any public sanction or penalty imposed by the
relevant regulatory bodies during the financial year.
Mr Woon Hon Woun (“Mr Woon”) was appointed as a Finance Manager on 1 November 2018 and is
responsible for the overall financial accounting, tax and treasury function of the Group.
Mr Woon has more than 18 years of working experience in auditing, accounting, taxation, treasury functions
and corporate finance in both Malaysia and Singapore.
Mr Woon holds a Degree in Accountancy from Bolton Institute, UK. He is a Fellow Member of the Institute of
Public Accountants, Australia.
He does not have any conflict of interests with the Company nor any family relationship with any director
and/or major shareholder of Cheetah Holdings Berhad. He has had no convictions for any offences, other
than traffic offences (if any), within the past 5 years nor any public sanction or penalty imposed by the
relevant regulatory bodies during the financial year.
Note:
* The EPS for the financial year ended 30 June 2019 is computed based on weighted average number of ordinary shares of
114,859,450
# Adoption of MFRS 15 Revenue from Contracts with Customer, the revenue affected by the reclassification of affected items from
expenses to revenue or vice versa and no significant impact on the financial statements of the Group
REVENUE PROFIT BEFORE TAX
(RM’000) (RM’000)
141,495
128,823
126,694
125,698
3,836
116,956
3,267
2,776
1,665
348
FY15 FY16 FY17 FY18 FY19 FY15 FY16 FY17 FY18 FY19
2.18
2,267
1,779
1.91
1,035
1.52
0.90
0.27
315
FY15 FY16 FY17 FY18 FY19 FY15 FY16 FY17 FY18 FY19
The Company was incorporated in Malaysia on 6 May 1997 and was listed on Second Board of Bursa Malaysia
Securities Berhad on 19 January 2005 and migrated to the Main Board of Bursa Malaysia Securities Berhad
on 23 July 2007.
The Group’s principal business is in design and development, brand building, retailing and network distribution
for sports and casual wear and accessories under its own brand labels. Revenue is mainly generated from
the consignment business through department stores throughout the country.
FINANCIAL RESULTS
During the financial year, the Group have adopted MFRS 15 Revenue from Contracts with Customers. The
adoption of MFRS 15 has no significant impact on the financial statements of the Group. Presentation of
financial statements was affected by the reclassification of affected items from expenses to revenue or vice
versa. The impact of the changes in accounting policies are as follows:
Amounts
without
adoption of
As reported Adjustments MFRS 15
RM RM RM
Revenue 141,494,731 (29,781,013) 111,713,718
Cost of sales (99,811,227) 29,781,013 (70,030,214)
For the financial year ended (“FY”) 30 June 2019, the Group recorded total revenue of RM111.71 million , a
decrease of RM5.25 million or 4.49% as compared to RM116.96 million in the FY 30 June 2018. The decrease
was due to more conservative spending by customers compared to previous financial year.
The Group achieved a Consolidated Profit for the year of RM0.31 million, which saw a decline of RM0.72
million or 69.90% as compared to RM1.03 million in 30 June 2018. The drop in consolidated profit is in tandem
with the drop in revenue and margin leading to a lower profit.
The financial year under review was a very challenging year for the Group. As a result of tough market
condition, the Group sacrificed margin on promotion and group fair causing falling sales and margin in the
current financial year under review.
During the financial year, the Group was able to improve the counter performance and reduce direct
operational cost as a result of continuously restructuring and consolidating of the non-performing counters.
In addition, the Group’s massive sales clearance and group fair promotion as well as better control of
purchase budget have successfully reduced the inventories by another RM10 million. Hence, this resulted
further improved in stock turnover period and enhance the cash position of the Group.
BUSINESS RISKS
The Group is operating in a highly challenging business environment due to direct competition in local and
international retail market, the rise in online retailing industry and along with changes in government policy
for example minimum wage.
To address these risks, the Group will continue to restructure the counters in order to get the optimum result
from each counter to improve the business and operation process which will lead to cost savings and
increase efficiency.
FUTURE PROSPECTS
Due to challenging economy outlook in the retail industry, increased cost of living, higher operating cost and
unfavourable consumer sentiment, the Group expects the performance for the next financial year to remain
challenging.
The Group will continue to be responsive by understanding consumer needs, product development and
marketing strategy in accordance to the changes in the business environment, improve operational
efficiency and outlets performance in order to maintain the growth.
INTRODUCTION
The Board of Directors (“Board”) of Cheetah Holdings Berhad (“CHB”) is proud to present the Sustainability
Statement for the financial year ended 30 June 2019. This Statement reflects the economic, environmental
and social considerations upon CHB’s business. In our strategy to deliver sustainable performance, CHB places
emphasis on managing those economic, environmental and social implications from and to our business,
especially those which significantly reflect CHB’s impact as well as those which substantively influence the
assessment and decision of CHB’s key stakeholders.
This Sustainability Statement is prepared in the manner prescribed by Bursa Malaysia Securities Berhad
(“Bursa”) in Paragraph 29, Part A of Appendix 9C and Practice Note 9 of its Main Market Listing Requirements
(“Listing Requirements”) and taking into consideration the Sustainability Reporting Guide – 2nd Edition and its
accompanying Toolkits issued by Bursa.
SCOPE
CHB is an investment holding company. The activities of the CHB Group are product designing, product
development, marketing and retailing of sports apparel and accessories and casual wear under its own
brand name. Unless otherwise stated, this Sustainability Statement covers all activities within the Group.
In considering the material sustainability matters of CHB, the Management has deployed the materiality
process as promulgated by Bursa’s Sustainability Reporting Guide – 2nd Edition and its accompanying Toolkits.
The materiality process focuses on identification, assessment and prioritisation of CHB’s stakeholders and
sustainability matters, with the aim of understanding how material each economic, environmental or social
matter is to CHB’s business and its key stakeholders. Material Sustainability Matters (“MSM”) are identified,
assessed and determined largely based on the criteria prescribed by Bursa in Paragraph 6.3, Practice Note
9 of the Listing Requirements, as follows:
a. MSMs which reflect CHB’s significant economic, environmental and social impact; and/or
b. MSMs which substantially influence the assessment and decision of CHB’s key stakeholders.
GOVERNANCE
In order to ensure business strategies of the Group take into consideration sustainability policies and to ensure
sustainability performance are monitored from time to time, the Board will overall be responsible for the
integration of recommended sustainable economic, environment and social matter to CHB Group.
• Ultimately responsible
Board of Directors • Approves sustainability strategies
(“Board”) • Monitors sustainability performance from time to time
KEY STAKEHOLDERS
CHB Group believes in, and appreciates, the value stakeholder engagement brings, towards enhancing the
value of the Group, not only in financial terms but also in the context of economy, environment and social.
Engagement with key stakeholders enables us to understand how our business may affect stakeholders as
well as how stakeholders may have influence over our business. It facilitates informed decision making for us
as a responsible business in pursuit to deliver optimal value for stakeholders and ensure business continuity.
Each stakeholder group is unique and we have adopted engagement strategies and methods customised
to effectively and efficiently engage each stakeholder group. A summary of how stakeholders are engaged,
including some of the focus areas raised or discussed during the engagements are summarised as follows:
Guided by the definition of materiality prescribed by Bursa, CHB’s Senior Management has undertaken a
materiality assessment of CHB’s sustainability matters, taken into consideration the views and concerns of
the Group’s stakeholders, such as shareholders, investors, employees, suppliers, service providers, customers
(including consignment partners), government and regulators. CHB has in the materiality assessment
identified following MSM:
ECONOMIC
CHB is committed and responsible to ensure the Group practices high level of corporate governance
and ethics, in addition to compliance with applicable laws, rules and regulations. The effective
corporate practices will be the fundamental to more effective and transparent operation of the
Group as well as to protect the interest of our stakeholders.
CHB is in the midst of preparing the Anti-Bribery policies and procedures and benchmarking its current
internal controls against the Guidelines on Adequate Procedures introduced by the Prime Minister’s
Department for any gaps, in line with the introduction of the corporate liability set out in Section 17A of
the Malaysian Anti-Corruption Commission (Amendment) Act 2018. We expect to fully implement the
above latest by Quarter 2, year 2020.
We will continue to develop and improve our practices to ensure that CHB Group conducts its activities
in accordance with applicable laws, rules and regulations. Apart from policies and procedures on
ethical business practices and integrity, we also have a policy on whistleblowing, which facilitates
the reporting and management thereof of any misconduct, corruption, integrity concerns or
unethical business practices. The whistleblowing policy also provides protection and confidentiality to
whistleblowers so as to encourage whistleblowing activities without any fear of reprisal.
CHB did not receive any fines levied or reprimands by regulators or authorities in relation to compliance
issues for the pass three (3) financial years, i.e. FY2016, FY2017 and FY2018.
Furthermore, there were no whistleblowing cases reported or recorded for the pass three (3) financial
years, i.e. FY2016, FY2017 and FY2018.
ENVIRONMENTAL
Emission
In the running of our business, logistic/ transportation plays a pivotal role, as we are required to
frequently deliver our products to our retail storefront and/ or to our consignment partners to ensure
sufficiency of stocks for sales.
As we strive to become an environmentally friendly business operator, we reduce and control emission
arising from logistics by placing high emphasis in supply chain planning and management, where we
determine an optimum delivery quantity for each store/ counter to reduce the frequency and trips of
delivery without detrimental effects to our stock level and sales.
SOCIAL
CHB Group believes that the employees of the Group are an important driving force to ensure sustainability
in the business operations. Hence, CHB Group has always supported the strategy in relation to human capital
to promote skills and talent enhancement so as to provide excellent services to our valued customers.
In CHB Group, we practice the principle of non-discrimination and evaluate candidates and employees
based on merits, qualification, experience and achievements, and every employee is provided
with equal opportunity to perform and develop themselves professionally in the pursuit of career
advancement, regardless of age, gender, ethnicity or religion. The current employee demographic
by age, gender and ethnicity are as follows:
8%
20%
51%
21%
GENDER ETHNICITY
FEMALE MALE
MALAY CHINESE INDIAN OTHERS
16% 12%
11%
54%
23%
84%
CHB Group has set a policy and work ethics on prohibition of discrimination and harassment. Any
employee found guilty of such misconduct will be investigated and thereafter subject to disciplinary
action which may include dismissal. Furthermore, the above policies were detailed in the Employee
Handbook which was circulated to all employees for their understanding.
Throughout the past three (3) financial years, i.e. FY2016, FY2017 and FY2018, there were no incidences
of discrimination and/ or harassment.
CHB Group believes that employees’ personal growth and development will not only benefit the
employees but it will also improve the company’s operations and growth. Hence, CHB Group has
always encouraged and supported its employees in continuously improving their related skills and
knowledge at the cost of the Group. Examples of training attended by our employees during the
financial year 2019 are as follows:
Further to the above, we conducted induction training courses for all new joiners and continuously
provide on-the-job training to all staff from time-to-time, to upskill the staff on both the technical and
non-technical (such as soft skills) front.
Talent retention
The Group recognises the value of dedicated employees and the criticality in retaining them.
Hence, the Group rewards its employees with competitive remuneration and benefits packages that
commensurate with their roles and job responsibilities. Furthermore, the Group constantly keeps aware
of remuneration packages offered in the industry to ensure competitiveness. CHB Group as a whole
also complied with the country’s minimum wage requirements.
In addition to the above, we also incentivise our employees through performance bonuses and career
advancement opportunities. Top performing employees are also provided with opportunities for
internal transfers or promotions in order to enhance their working experiences.
CONCLUSION
Pursuant to our aim in delivering sustainability performance, CHB will continue to adopt practical measures
and initiatives as part of our corporate strategy towards addressing issues on economic, environmental and
social elements that have a material impact on CHB business on an ongoing basis.
The Corporate Governance Report of the Company can be downloaded from the Company’s website at
www.corporate.cheetah.com.my.
The Board
The Board, guided by the Company’s Board Charter, is primarily entrusted with the overall responsibility over
the strategic direction of the Group and overseeing the investment choices, business development, financial
performance as well as corporate governance practices of the Group. The Board’s other primary duties
are to conduct regular review of the Group’s business operations and performances (financial and non-
financial) and to ensure that effective controls and systems exist to manage business and operational risks.
The Board has assigned the day-to-day affairs of the Group’s business to the management, comprising the
Executive Chairman/Managing Director and Executive Directors who are accountable for the conduct and
performance of the Group.
The Board comprised of individuals drawn from varied professions and specialisations. The Board is headed
by the Executive Chairman/Managing Director of the Group and the existing composition of the Board
consists of the following individuals:
The Board has complied with Paragraph 15.02 of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad (“MMLR”), which requires that at least two (2) Directors or one-third (1/3) of the Board,
whichever is higher, are independent directors.
The positions of the Chairman and Managing Director are currently held by Mr Chia Kee Foo. The Board is
aware that it is not in compliance with the practice of MCCG on the separation of positions between the
Chairman and the Managing Director. However, members of the Board are satisfied with the dual positions
being held by Mr Chia Kee Foo in view of his extensive experience, skills, knowledge and familiarity with the
Group’s business, industry and products which are invaluable to the Group.
As the Chairman, Mr Chia Kee Foo is primarily responsible for the orderly conduct and effectiveness of the
Board. He is also primarily responsible for the vision, strategic planning and goal setting, policies, as well as
the orderly conduct of the day-to-day operations of the Group. All the other Executive Directors, under the
leadership of the Chairman and Managing Director implement the Group’s business strategies, plans and
policies as endorsed by the Board.
The Board currently does not have half of its members being Independent Directors as recommended by
the MCCG. However, the Board is of the view that the presence of the three (3) Independent Directors is
sufficient to provide the necessary checks and balances on the decision making process of the Board. The
Independent Directors provide independent and objective judgement as well as impartial opinion on Board
deliberations and decision making and significant contributions of the Independent Directors are evidenced
on their participation as members of the Board committees.
The size and composition of the Board is balanced to reflect the interests of the shareholders in the Company.
The Board acknowledges that gender diversity is one of the key attributes to an effective and balanced
board. In this regard, it is committed to having female representation on the Board and the Board currently
has one (1) female member.
The Board believes in equality and equal opportunity to be given to an individual whether for appointment
as a director or employment within the Group, based on objective criteria and merit.
Reinforce Independence
The existence of the Independent Directors on the Board itself does not ensure absolute unbiased judgement
as it can be compromised by familiarity with the other Board members. In this connection, the Board has
undertaken an annual assessment of the independence of the Independent Directors via disclosed interests
and the criteria for assessing their independence was set by the Nomination Committee as approved and
adopted by the Board. The current Independent Directors of the Company have fulfilled the criteria of
“independence” as prescribed under Chapter 1 of the MMLR.
The Board does not have term limit for its Independent Directors and is of the view that the independence of
the Independent Directors should not be determined by their tenure of service. The Board is confident that the
Independent Directors themselves, having provided all the relevant confirmations on their independence,
will be able to determine if they can continue to being independent and give objective judgement on
Board deliberations and decision making.
As recommended by the MCCG, the Board has considered the tenure of two (2) Independent Directors
who had exceeded a cumulative term of nine (9) years, namely Mr Gong Wooi Teik and Mr Chong Jock
Peng. The approval from the shareholders of the Company was obtained at the Twenty First Annual General
Meeting (“AGM”) held on 16 November 2018 for the retention of Mr Gong Wooi Teik and Mr Chong Jock
Peng as Independent Non-Executive Directors of the Company notwithstanding that both of them have
served for a tenure of more than nine (9) years. Based on the assessment, the Board has concluded that Mr
Gong Wooi Teik and Mr Chong Jock Peng remain to be independent and recommended that they continue
to act as Independent Non-Executive Directors based on the following justifications:
i) They have fulfilled the criteria under the definition of Independent Director as stated in the MMLR and
thus, would be able to function as a check and balance, bringing an element of objectivity to the
Board;
ii) They have been with the Company for more than nine (9) years and are familiar with the Company’s
business operations;
iii) They have exercised due care during their tenure as Independent Non-Executive Directors of the
Company and have carried out their duties proficiently in the interest of the Company and the
shareholders.
The proposed retention will be tabled at the Twenty Second AGM of the Company for shareholders’ approval.
The Board is guided by the approved Board Charter which provides reference for the Directors in discharging
their duties, roles and responsibilities to shareholders of the Company and which includes, among others, the
following salient terms:
• Providing entrepreneurial leadership to the Company and the Group in order to steer the strategic
direction of the Group according to its core values, vision and mission;
• Overseeing the overall conduct of the Company’s business and that of the Group and promoting a
culture of corporate governance, corporate responsibility and sustainability;
• Reviewing the adequacy and integrity of internal control systems including systems for compliance
with applicable regulations, rules and guidelines within the Group; and
• Assessing the effectiveness of the Board, Board Committees and individual Directors.
Cheetah Holdings Berhad (430404-H) | annual report 2019
17
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
Duties and Responsibilities (Cont’d)
Although the Board expects its members to be committed to the Company’s affairs and operations, it does
not restrict its members from being Directors of other companies. All Directors would immediately notify the
Company Secretary and the Company should they accept a new directorship in another company.
A copy of the Board Charter can be viewed at the Company’s website at www.corporate.cheetah.com.my.
The Board Charter will be reviewed from time to time to ensure that it remains consistent with the Board’s
objectives and current practices.
The Board has formalised a Code of Ethics and Conduct that provides the standards of conduct required for
all Directors, Management and staff of the Company with the objective of ensuring their proper behaviour
and ethical conduct within the Company and Group. This is in line with the Board’s commitment to uphold
the spirit of accountability and social responsibility within the Group.
Whistleblowing Policy
The Whistleblowing Policy of the Company has been adopted since 2013. The Policy was revised in November
2014 and September 2018 to enhance on whistle blower report on suspected and/or know misconduct. The
Company encourages whistleblowing to enable its staff to disclose any improper conduct, act, irregularities
and criminal offences within the Group.
The Whistleblowing Policy is incorporated in the Code of Ethics and Conduct and posted at www.corporate.
cheetah.com.my for ease of access by employees and associates of the Group.
Supply of Information
Board Meetings are structured with a pre-set agenda. Prior to the Meetings, an agenda together with
sufficient and timely information and documents are furnished to all the Directors.
The Directors have enough time to peruse all the issues to be discussed in the Meetings and the opportunity
to deliberate them thoroughly in the Meetings prior to decision making. Minutes of every Board Meeting
are circulated to all the Directors for their review prior to confirmation of the minutes at the following Board
Meeting.
The Board is supported by qualified and experienced Company Secretaries pertaining to corporate
secretarial matters which include, among others, convening of Board, Board Committees and general
meetings, attending the Board and the Board Committees’ Meetings, preparation of circular resolutions and
minutes of meetings, maintenance of statutory registers and records, release of announcements to Bursa
Malaysia Securities Berhad, and advising the Board on compliance with the relevant laws and regulations.
All Directors have full and unrestricted access to all information of the Group on a timely and accurate
manner to enable them to discharge their roles and responsibilities. The Directors also have full and
unrestricted access to the advice and services of the Company Secretaries and independent professional
advice, whenever necessary, in furtherance of their duties, at the expense of the Group. The appointment
and removal of Company Secretary(ies) are matters for the Board as a whole.
The Board meets on a quarterly basis with additional meetings held whenever necessary.
There were a total of five (5) meetings held during the financial year and the details of the attendance of
each Director are as follows:
Re-Election of Directors
In accordance with the Constitution of the Company, one-third (1/3) of the Directors, or if their number is not
three (3) or a multiple of three (3), then the number nearest to one-third (1/3) shall retire from office at each
Annual General Meeting and they may offer themselves for re-election.
With the process on re-election of Directors, shareholders are ensured of an annual opportunity to reassess
the composition of the Board.
Directors’ Training
The Directors are mindful that they shall receive appropriate training which may be required from time to
time in order to continuously update themselves with changes on rules/regulations/guidelines issued by the
relevant authorities as well as keep abreast with the current developments of the marketplace, industry and
corporate scene.
The Directors had attended the following training programmes during the financial year ended 30 June 2019:
The Board will continue to evaluate and determine the training needed by the Directors from time to time to
enhance their skills and knowledge in order to enable them to discharge their responsibilities more effectively.
BOARD COMMITTEES
The Board, who is the ultimate authority in decision-making for all important matters, has set up several
Board Committees to assist the Board in discharging its duties and responsibilities. The functions and terms of
reference of the Board Committees together with the authority delegated by the Board to these Committees
are clearly defined in their respective terms of references.
Nomination Committee
The Nomination Committee consists of the following Directors, whom are exclusively Non-Executive Directors:
The Nomination Committee met once during the financial year with full attendance by its members. During
the financial year under review, the Nomination Committee carried out the following activities in discharging
its duties and responsibilities as set out in its terms of reference, a copy of which is available at www.corporate.
cheetah.com.my:
• Reviewed and assessed the Board structure, size, composition and diversity;
• Reviewed and assessed the Board’s and individual Director’s required mix of skills, experience and
other qualities;
• Reviewed and assessed the effectiveness of the Board, Board Committees and the contribution of
each individual Director;
• Reviewed the criteria for assessing the independence of Independent Directors, including Independent
Directors whose tenure had exceeded nine (9) years;
• Determined and reviewed the Directors standing for re-election and recommended them to the Board
for consideration;
• Reviewed the term of office and performance of the Audit Committee and its members;
• Reviewed the proposed Gender Diversity Policy and recommended it to the Board for approval; and
• Reviewed the proposed amendments to the terms of reference of Nomination Committee and
recommended the same to the Board for approval.
The evaluation involves individual Directors and Committee members completing separate performance
evaluation sheet regarding the process of the Board and its Committees, their effectiveness and contribution
of each individual Director. These assessments and comments by all Directors were tabled and discussed
at the Nomination Committee Meeting which was then reported to the Board at the Board Meeting held
thereafter.
The Nomination Committee was satisfied that the skills, experiences and contributions of the Directors
are adequate to enable the Board and the Board Committees to discharge their respective duties and
responsibilities effectively.
The Board also acknowledges the importance of boardroom diversity in terms of gender, age, nationality
as well as ethnicity and recognises the benefits of this diversity. The Board is of the view that while promoting
boardroom diversity is essential, the normal selection criteria based on effective blend of competencies,
skills, extensive experience and knowledge to strengthen the Board should remain a priority.
The Nomination Committee has established recruitment criteria and process for a formal and transparent
selection process for identification of new Directors and review the nomination of senior management when
the need arises.
Remuneration Committee
The objective of the Remuneration Committee is to ensure that the Group attracts and retains Directors of
the caliber needed, as well as senior management where necessary, to manage the Group successfully.
The Board recognises that the levels of remuneration should be sufficient to attract and retain such Directors
needed to run the Company. The remuneration package of the Executive Directors is structured to reward
each individual performance and for Non-Executive Directors, the level of remuneration reflects the
experience and responsibilities undertaken by them.
The Remuneration Committee comprises the following members, consisting only Non-Executive Directors:
The terms of reference of the Remuneration Committee and Remuneration Policy can be viewed from the
Company’s website at www.corporate.cheetah.com.my.
Details of the Directors’ remuneration (including benefits-in-kind) for each Director during the financial year
ended 30 June 2019 are as follows:
The Company
Non-Executive Directors
Gong Wooi Teik 40 - - 2 42
Chong Jock Peng 33 - - 2 35
Dato’ Tea Choo Keng 33 - - 2 35
Non-Independent
Non-Executive Director
Hor Ah Kuan 33 - - 2 35
The Group
Non-Executive Directors
Gong Wooi Teik 40 - - 2 42
Chong Jock Peng 33 - - 2 35
Dato’ Tea Choo Keng 33 - - 2 35
Non-Independent
Non-Executive Director
Hor Ah Kuan 33 - - 2 35
During the financial year under review, the Remuneration Committee had carried out annual review of the
remuneration package of the Directors, annual review of Directors’ fees, review of proposed Remuneration
Policy, review of proposed amendments to the terms of reference of Remuneration Committee, and
recommendations were made to the Board, the ultimate decision maker, where appropriate. Each Director
had ensured that he/she abstained from deliberation and voting in respect of his/her remuneration package.
The Risk Management Committee was established internally comprising the Managing Director, Executive
Director (in charge of finance), the Finance Manager and Head of Sales & Marketing Division and has been
tasked to identify, evaluate, monitor risk areas of the Group and the business environment in which it operates.
Further details on this Committee and its functions are contained in the Statement on Risk Management and
Internal Control section of this Annual Report.
SHAREHOLDERS
The Group is committed to maintaining timely and effective dissemination of information to its investors and
shareholders, ensuring that they are well informed of significant Company’s developments and happenings
promptly vide the appropriate channel. The Company’s financial performance, major corporate
developments and other relevant information are promptly disseminated to shareholders, stakeholders
and the public via announcements in accordance with the corporate disclosure requirements prescribed
by Bursa Malaysia Securities Berhad. Information relating to the Group is also available in the Company’s
website at www.corporate.cheetah.com.my.
The AGM represents the principal forum for dialogue and interaction between the Board and the shareholders.
Shareholders are encouraged to participate in the question and answer session, whereby clarifications of
pertinent and relevant information are encouraged. The Chairman, Board Committees’ Chairman and other
Board members are present during the meeting to respond to the questions from shareholders.
As part of the Board’s responsibility in developing and implementing an investor relations programme, the
Company will organise discussions and/or meetings with investors when necessary in order to give them
better understanding of the business of the Group.
Financial Reporting
The Board aims to present a balanced, timely and insightful assessment of the Group’s financial position,
performance and prospects. The Audit Committee assists the Board in reviewing information for disclosure
purposes such as the quarterly report and financial statements for release to Bursa Malaysia Securities Berhad
in order to ensure its accuracy, quality, adequacy and completeness.
The Statement by Directors on their responsibility in preparing the Financial Statements is set out on page 26
of this Annual Report.
The Board acknowledges its overall responsibility for maintaining a sound and reasonable system of internal
control and risk management to safeguard shareholders’ interests and the Group’s assets. The Board, in
consultation with the Audit Committee and the internally established Risk Management Committee,
continually reviews the adequacy and effectiveness of the internal control and risk management system to
ensure it meets the Group’s particular needs and to manage the risks to which it is exposed.
Further details on the state of risk management and internal control of the Company are contained in the
Statement on Risk Management and Internal Control section of this Annual Report.
The Board maintains a formal and transparent relationship with the Group’s external and internal auditors
to ensure compliance with the appropriate accounting standards and governance practices. The Audit
Committee also met with the external auditors to discuss their audit plan, audit findings and the financial
statements.
The role of the Audit Committee in relation to the auditors is detailed in the Audit Committee Report section
of this Annual Report.
The Board considers the Group is substantially in compliance with the practices set out in the MCCG
throughout the financial year ended 30 June 2019.
The Board is committed and will continue to enhance compliance with the MCCG within the Company and
the Group.
The above Statement was reviewed and approved by the Board on 25 September 2019.
During the financial year ended 30 June 2019, the amount of audit fees and non-audit fees incurred by the
Company and the Group for services rendered by the external auditors or a firm or corporation affiliated to
the external auditors to the Company and the Group are as follows:
Company Group
Audit services RM48,000 RM108,000
Non audit services RM1,000 RM2,000
Material Contracts
During the year under review, there were no material contracts entered into by the Company and its
subsidiaries which involved the Directors’ or major shareholders’ interests.
The Group did not have any recurrent related party transactions during the financial year under review.
The Directors are required by the Companies Act 2016 (“the Act”) to prepare financial statements for each
financial year which give a true and fair view of the state of affairs of the Group and of the Company
at the end of the financial year under review and their results and cash flows for the financial year then
ended. As required by the Act and the Main Market Listing Requirements of Bursa Malaysia Securities Berhad,
the financial statements have been prepared in accordance with the applicable approved accounting
standards in Malaysia.
Therefore, in preparing the financial statements of the Group and the Company for the year ended 30 June
2019, the Directors have:
The Directors are responsible for ensuring that the Company keeps proper accounting records which disclose
with reasonable accuracy at any time the financial position of the Group and of the Company. The Directors
are responsible for taking such reasonable steps to safeguard the assets of the Group and of the Company
and to prevent and detect fraud and other such irregularities.
The above Statement was reviewed and approved by the Board of Directors on 25 September 2019.
The Audit Committee of Cheetah Holdings Berhad is pleased to present the following report for the financial
year ended 30 June 2019.
The Audit Committee presently comprises the following three (3) members, all of whom are Independent
Non-Executive Directors:
The Audit Committee is in compliance with Paragraph 15.09 of the Main Market Listing Requirements of Bursa
Malaysia Securities Berhad (“Bursa Securities”).
ATTENDANCE AT MEETINGS
During the financial year ended 30 June 2019, the Audit Committee held a total of five (5) meetings.
During the financial year ended 30 June 2019, the Audit Committee carried out the following activities in
discharging its functions and duties in accordance with the Terms of Reference:
(i) Reviewed the quarterly reports of the Group to ensure adherence to accounting standards and
regulatory reporting requirements before recommending to the Board of Directors (“Board”) for
approval. The Management had given assurance on the following:
• appropriate accounting policies have been adopted and applied consistently; and
• adequate processes and controls were in place for effective and efficient financial reporting
and disclosures.
(ii) Reviewed the draft audited financial statements of the Company and the Group together with the
presence of the External Auditors before recommending to the Board for approval. The engagement
partner of the External Auditors presented the auditors’ report and confirmed that they were and
had been independent throughout the conduct of the audit engagement in accordance with the
requirements set out in the By-Laws (On Professional Ethics, Conduct and Practice) of the Malaysian
Institute of Accountants and the International Ethics Standards Board for Accountants’ Code of Ethics
for Professional Accountants.
The Audit Committee was given assurance by the Management that the audited financial statements
did not contain material misstatements and gave a true and fair view of the financial position of the
Group.
(iii) Reviewed and approved the Audit Committee Report and Statement on Risk Management and
Internal Control to be incorporated in the Annual Report of the Company.
(iv) Reviewed the internal audit plan to ensure the adequacy of the indicative audit scope, competency
and resources of the internal audit function before recommending to the Board for endorsement.
(v) Reviewed the internal audit reports on audit conducted on the following areas, audit recommendations
made and management response to those recommendations and reviewed the follow-up audit
reports to ensure that appropriate actions were taken and agreed implementation plans were carried
out:
• Risk Management Function and Compliance review of the Malaysian Code on Corporate
Governance;
• Group Merchandising Function; and
• Inventory Management and Control.
(vi) Met with the Internal Auditors, in the absence of the Management, to discuss the issues and views of
the Internal Auditors on internal controls and there were no major issues arising from the internal audit
that requires specific attention.
(vii) Reviewed the re-appointment and/or appointment of external auditors taking into consideration
amongst others, their independence, the adequacy of experience and resources of the firm and the
professional staff assigned to the audit and the relevant criteria prescribed under the Main Market
Listing Requirements of Bursa Securities before recommending to the Board.
(viii) Reviewed with External Auditors, their audit planning report, audit approach and reporting
responsibilities, areas of audit focus as well as the proposed audit fees prior to the commencement of
audit for the financial year ended 30 June 2019.
(ix) Met with the External Auditors, in the absence of the Management, to discuss matters arising from their
final audit whereby there were no areas of concerned raised by the External Auditors that needed to
be escalated to the Board.
(x) Reviewed with Management, the summary of Trade Debtors’ Ageing Analysis on a quarterly basis, in
particular, the major trade debtor balances.
(xi) Reviewed with Management, the summary of Group Stock Ageing Analysis on a quarterly basis, in
particular, the slow-moving inventories.
(xii) Reviewed the Sales Budget for the financial year ended 30 June 2019.
(xiii) Reviewed and assessed the effectiveness of the Group’s inventories and reviewed the sales
performance of the Group.
(xiv) Reviewed the Risk Register and the Report from the Risk Management Committee.
(xv) Reviewed the assessment report for annual assessment of the Group’s state of risk management and
internal control process.
(xvi) Reviewed and recommended the proposed amendments to the Code of Ethics and Conduct to the
Board for approval.
(xvii) Reviewed and recommended the proposed amendments to the Terms of Reference of the Audit
Committee to the Board for approval.
(xviii) Reviewed the proposed revision to the Group Inventories Policies and the Group Authority Limits before
recommending to the Board for endorsement and/or approval.
Cheetah Group has outsourced its internal audit function to Baker Tilly Monteiro Heng Governance Sdn
Bhd (“Baker Tilly”), led by Mr Kuan Yew Choong, who is graduated with Association of Chartered Certified
Accountants (UK), a chartered member of the Institute of Internal Auditors, Malaysia and a Chartered
Accountant (Malaysian Institute of Accountants).
There were a total of two (2) internal auditors which were deployed by Baker Tilly for the internal audit work
performed for the Group during the financial year 2019. All the personnel deployed by Baker Tilly are free
from any relationships or conflicts of interest, which could impair their objectivity and independence during
the course of the work.
The internal audit work was carried out based on Baker Tilly Internal Audit Methodology, which is closely
consistent with the guidance and standards as stipulated in the International Professional Practices Framework
(IPFF) of the Institute of Internal Auditors.
The Internal Audit function provides an independent and objective feedback to the Audit Committee and
the Board on the adequacy, effectiveness and efficiency of the internal control system within the Group.
Throughout the financial year, the audit assignments were carried out in accordance with the annual internal
audit plan.
Upon completion of each internal audit cycle, the Internal Auditors will report to the Audit Committee on their
audit findings, their recommendations of actions to be taken together with the management’s responses in
relation thereto. The Internal Auditors may also follow up to determine the extent of compliance with agreed
implementation actions, at the request of the Audit Committee.
During the financial year under review, there was no material internal control failure that was reported that
would have resulted in any significant loss to the Group.
The above Report was reviewed and approved by the Board on 25 September 2019.
Pursuant to Paragraph 15.26(b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
(“Bursa Securities”), the Board of Directors of Cheetah Holdings Berhad hereby presents the following
Statement on Risk Management and Internal Control of the Group for the financial year ended 30 June 2019,
which has been prepared in accordance with the “Statement on Risk Management and Internal Control:
Guidelines for Directors of Listed Issuers” adopted by Bursa Securities.
BOARD RESPONSIBILITY
The Board acknowledges its responsibilities for maintaining a sound internal control and risk management
system to safeguard its shareholders’ interests and the Group’s assets and for reviewing the adequacy
and effectiveness of these systems. While maintaining overall responsibility, the Board has delegated its
functions pertaining to risk management and internal controls to the Risk Management Committee and
Audit Committee.
The Board, however, recognises that due to limitations that are inherent in any system of internal controls,
these systems are designed to manage and reduce but cannot totally eliminate all the risks of failure to
achieve business objectives. Accordingly, such systems can only provide reasonable but not absolute
assurance against material misstatement, loss or fraud.
The process of identifying, evaluating and managing the significant risks is a concerted and continuing effort
throughout the financial year under review. Recognising that the internal control system must be constantly
monitored and improvised to meet the challenging business environment, the Board will constantly be
proactive to enforce and strengthen the Group’s risk management and internal control system.
The Board recognises that risk management is a daily integral part of the Group’s business operations and
performance and as such, has put in place a Risk Register which is a useful tool for identifying, evaluating and
managing the significant risks faced by the Group on an on-going basis.
• A Risk Management Committee (“RMC”) was established on 29 August 2013 to identify, evaluate
and monitor risks that affects the Group as well as proposing actions to mitigate the same. The RMC is
currently headed by the Managing Director of the Group and also comprises the Executive Director
(in charge of Finance Functions), the Finance Manager and the Head of Sales & Marketing Division.
• The RMC is responsible to ensure that every department within the Group is aware of the risk areas
identified, action plans are executed by the relevant designated personnel and regular monitoring
is carried out on a timely basis. Periodic internal meetings are held to address the adequacy of the
internal controls and effectiveness of the management action plans put in place. This is an on-going
process that helps the Group’s achievement of its business objectives.
• The RMC has put in a risk management framework and the on going process to assess the various
types of risks which have impact on the profitable of the Group’s business. These include strategic risk,
operational risk & credit risk. The RMC reports to the Audit Committee on half-yearly basis and had held
meetings to address keys risks that had been identified, its possible causes, measures taken to manage
such risks as well as proposed actions to be taken.
• The Audit Committee reviews the Risk Register, which is updated by the RMC based on the observation
and results derived from the internal meetings, on half-yearly basis. The Audit Committee is responsible
for making observation on identified key areas, together with the RMC members, evaluate the risk
impact and thereafter, ensuring that the approved action plans are implemented by the Management.
• The Board of Directors is responsible for the overall risk oversight. In its regular Board Meetings, the
Directors, in consultation with the Audit Committee, are made aware of the significant risks, material
issues and updated information affecting the Group which require decisions and appropriate actions
to be taken. Accordingly, the Directors continue to monitor the identified key risks, risk mitigating action
plans and actions as well as the follow-up process.
INTERNAL CONTROL
The key elements of the Group’s system of internal control are described below:
• The internal audit function of the Group is outsourced to an independent professional consultancy
firm.
• Clearly defined delegation of responsibilities to the Board Committees and the Management are
encapsulated in the respective terms of reference and the Board Charter.
• Annual review of sales budget by the Audit Committee and the Board, whereby comparison with
actual performance was made to address relevant variances.
• Regular Audit Committee and Board meetings which require important matters to be highlighted and
discussed, thus ensuring that both the Audit Committee and Board maintain an effective on-going
monitoring of internal controls and risk matters, where appropriate.
• Management internally monitors risks and adjusts measures/controls in response to changes evolving
around the Group, business and environment, together with follow-up procedures in consultation with
the Internal Auditors.
• Procedures and policies are reviewed and streamlined, when appropriate, to enhance its efficiency
and effectiveness.
• Guidelines on employment, duties, performance appraisal and training programmes are implemented
to ensure competent and well trained employees.
• Close involvement of the Managing Director and the Executive Directors in the daily operations of
the Group, assisted by the Senior Management staff, ensuring that adequate control procedures in
relation to financial and operational controls are in place.
• Review Financial and Authority Limits from time to time to ensure its relevancy and efficacy.
• Timely and effective internal and external reporting involving the services of qualified professionals
such as auditors and company secretary.
The Group has outsourced its internal audit function to a professional consultancy firm, which is independent
of the activities and operations of the Group, to review the adequacy and integrity of the internal control
systems of the Group. The Board acknowledges the importance of the internal audit function which adopts
a risk-based approach.
The internal audit function, led by the outsourced Internal Auditors, which report directly to the Audit
Committee, performed reviews on key processes within the Group during the financial year under review
and assessed the effectiveness of the internal control systems of the Group’s functional areas based on
approved annual internal audit plan as approved by the Audit Committee. Internal audit reports are
presented to the Audit Committee and would thereafter be reported and recommendations be made to
the Board of Directors. The Senior Management and/or the RMC are responsible for ensuring that approved
corrective actions are being implemented within the stipulated time frame.
During the financial year ended 30 June 2019, the Internal Auditors had completed audit cycles with reviews
being focused on Risk Management Function and Compliance Review of Malaysian Code on Corporate
Governance 2017 (“MCCG 2017”), Merchandising Function, Consignment & E-Commerce Sales and
Marketing and Receivables Control. Follow-up reviews were also being carried out on corrective measures
and the extent of compliance with agreed implementation actions.
The Company has incurred approximately RM42,930 for the internal audit work conducted within the Group
for the financial year ended 30 June 2019.
ANNUAL ASSESSMENT
The Board, in consultation with the Audit Committee, has appraised the effectiveness and adequacy of the
risk management and internal control processes during the financial year ended 30 June 2019. Assurance
has been received by the Board from the Managing Director and Executive Director (in charge of finance)
that the Group’s risk management and internal control system is operating adequately and effectively in all
material aspects and that there are no major weaknesses at the existing level of operations of the Group.
As required by paragraph 15.23 of the Main Market Listing Requirements of Bursa Securities, the External
Auditors have reviewed this Statement on Risk Management and Internal Control. Their review was performed
in accordance with Audit and Assurance Practice Guide 3 (AAPG 3) February 2018 issued by the Malaysian
Institute of Accountants for inclusion in the Annual Report of the Company for the financial year ended 30
June 2019.
Based on their review, the External Auditors have reported nothing come to their attention that cause them to
believe, on the basis of the procedures performed and evidence obtained, that the statement intended to
be included in the annual report is not prepared, in all material respects, in accordance with the disclosures
required by paragraph 41 and 42 of the Statement on Risk Management and Internal Control: Guidelines for
Directors of Listed Issuers to be set out, nor is factually inaccurate.
CONCLUSION
The above Statement was reviewed and approved by the Board of Directors on 25 September 2019.
34 Directors’ Report
39 Statements by Directors
39 Statutory Declaration
40 Independent Auditors’ Report
44 Statements of Profit or Loss and Other Comprehensive Income
45 Statements of Financial Position
46 Consolidated Statements of Changes in Equity
48 Statements of Cash Flows
51 Notes to the Financial Statements
The Directors have pleasure in submitting their report and the audited financial statements of the Group and
of the Company for the financial year ended 30 June 2019.
PRINCIPAL ACTIVITIES
The principal activity of the Company is investment holding. The principal activities and the details of the
subsidiaries are set out in Note 14 to the financial statements. There have been no significant changes in the
nature of these activities during the financial year.
RESULTS
The results of operations of the Group and of the Company for the financial year are as follows:
Group Company
RM RM
Attributable to:
Owners of the parent 315,029 4,614,076
DIVIDENDS
Dividend declared and paid since the end of the previous financial year was as follows:
Company
RM
The Directors proposed a final single tier dividend of 0.4 sen per ordinary share, amounting to RM459,438 in
respect of the financial year ended 30 June 2019, subject to the approval of shareholders at the forthcoming
Annual General Meeting.
There were no material transfers to or from reserves or provisions during the financial year.
The Company did not issue any new shares or debentures during the financial year.
TREASURY SHARES
There was no share buy-back program during the current financial year as the treasury share stand at 10.0%
of the Company’s issued shares, the maximum allowed being 10.0%. The repurchased shares are held as
treasury shares in accordance with Section 127(4)(b) of the Companies Act 2016 as disclosed in Note 20 to
the financial statements.
DIRECTORS
The Directors who have held office during the financial year and up to the date of this report are as follows:
Hor Ah Kuan
Chia Kee Yew
Chia Kee Foo
Chia Kee Kwei
Gong Wooi Teik
Chong Jock Peng
Dato’ Tea Choo Keng
The Directors who held office in the subsidiaries of the Company during the financial year and up to the date
of this report are as follows:
Hor Ah Kuan
Chia Kee Yew
Chia Kee Foo
Chia Kee Kwei
DIRECTORS’ INTERESTS
The Directors holding office at the end of the financial year and their beneficial interests in ordinary shares
of the Company during the financial year ended 30 June 2019 as recorded in the Register of Directors’
Shareholdings kept by the Company under Section 59 of the Companies Act 2016 in Malaysia were as
follows:
N
umber of ordinary shares
As of As of
1.7.2018 Bought Sold 30.6.2019
Direct interests:
Hor Ah Kuan 2,494,356 - - 2,494,356
Chia Kee Yew 3,352,918 - - 3,352,918
Chia Kee Foo 15,537,750 - - 15,537,750
Chia Kee Kwei 9,142,050 - - 9,142,050
Gong Wooi Teik 200,000 - - 200,000
Chong Jock Peng 87,500 - - 87,500
N
umber of ordinary shares
As of As of
1.7.2018 Bought Sold 30.6.2019
Indirect interests:
Chia Kee Yew 811,000** - - 811,000**
Chia Kee Foo 54,462,169* - - 54,462,169*
Chia Kee Kwei 54,462,169* - - 54,462,169*
* Deemed interest by virtue of their interest through shareholdings in Chia Yoon Yuen Holdings Sdn. Bhd.
** Shares held directly by the Director’s children. In accordance with Section 59(11)(c) of the Companies
Act 2016, the interests of the spouse/children in the shares of the Company shall be treated as the
interests of the Directors.
By virtue of their interests in the ordinary shares of the Company, Chia Kee Yew, Chia Kee Foo and Chia Kee
Kwei are also deemed to have interest in the ordinary shares of all the subsidiaries to the extent that the
Company has an interest.
The other Director holding office at the end of the financial year did not hold any interest in the ordinary
shares of the Company and of its related corporations during the financial year.
DIRECTORS’ BENEFITS
Since the end of the previous financial year, none of the Directors of the Company has received or become
entitled to receive any benefit (other than those benefits included in the aggregate amount of remuneration
received or due and receivable by the Directors as shown in the financial statements) by reason of a contract
made by the Company or 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, other than the following:
(a) certain Directors who may be deemed to derive benefits by virtue of trade transactions entered into
with companies in which certain Directors have substantial financial interests; and
(b) certain Directors who received remuneration from the subsidiaries as Directors of the subsidiaries.
The details of the above transactions are disclosed in Note 29 to the financial statements.
There were no arrangements made during and at the end of the financial year, to which the Company is
a party, which had the object of enabling 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
The details of Directors’ remuneration are disclosed in Note 29 to the financial statements.
There were no indemnity given to or insurance effected for the Directors, officers and auditors of the Group
and of the Company during the financial year.
(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 provision for doubtful debts and had satisfied themselves that all
known bad debts had been written off and that adequate provision had been made for
doubtful debts; and
(ii) to ensure that any current assets other than debts, which were unlikely to realise their
book values in the ordinary course of business had been written down to their estimated
realisable values.
(b) In the opinion of the Directors, the results of the operations of the Group and of the Company
during the financial year have not been substantially affected by any item, transaction or event
of a material and unusual nature.
(II) FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT
(i) which would render the amounts written off for bad debts or the amount of the provision for
doubtful debts in the financial statements of the Group and of the Company inadequate
to any material extent;
(ii) which would render the values attributed to current assets in the financial statements of
the Group and of the Company misleading; and
(iii) which have arisen which would render adherence to the existing method of valuation of
assets or liabilities of the Group and of the Company misleading or inappropriate.
(i) there has not arisen 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; and
(ii) no contingent or other liability has become enforceable, or is likely to become enforceable,
within the period of twelve (12) months after the end of the financial year which will or
may affect the ability of the Group and of the Company to meet their obligations as and
when they fall due.
(e) There are no charges on the assets of the Group and of the Company which have arisen since
the end of the financial year to secure the liabilities of any other person.
(f) There are no contingent liabilities of the Group and of the Company which have arisen since the
end of the financial year.
(g) The Directors are not aware of any circumstances not otherwise dealt with in this report or the
financial statements which would render any amount stated in the financial statements of the
Group and of the Company misleading.
AUDITORS
The auditors, BDO PLT (LLP0018825-LCA & AF 0206), have expressed their willingness to continue in office.
The details of auditors’ remuneration of the Company and its subsidiaries for the financial year ended 30
June 2019 are disclosed in Note 7 to the financial statements.
BDO PLT (LLP0018825-LCA & AF 0206) was registered on 2 January 2019 and with effect from that date, BDO
(AF 0206), a conventional partnership was converted to a limited liability partnership.
............................................................... ...............................................................
Chia Kee Foo Chia Kee Kwei
Director Director
Kuala Lumpur
25 September 2019
In the opinion of the Directors, the financial statements set out on pages 44 to 87 have been drawn up
in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards,
and the provisions of the Companies Act 2016 in Malaysia so as to give a true and fair view of the financial
position of the Group and of the Company as at 30 June 2019 and of the financial performance and cash
flows of the Group and of the Company for the financial year then ended.
............................................................... ...............................................................
Chia Kee Foo Chia Kee Kwei
Director Director
Kuala Lumpur
25 September 2019
STATUTORY DECLARATION
I, Chia Kee Kwei, being the Director primarily responsible for the financial management of Cheetah Holdings
Berhad, do solemnly and sincerely declare that the financial statements set out on pages 44 to 87 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.
Before me:
Opinion
We have audited the financial statements of Cheetah Holdings Berhad, which comprise the statements
of financial position as at 30 June 2019 of the Group and of the Company, and the statements of profit or
loss and other comprehensive income, statements of changes in equity and statements of cash flows of
the Group and of the Company for the financial year then ended, and notes to the financial statements,
including a summary of significant accounting policies, as set out on pages 44 to 87.
In our opinion, the accompanying financial statements give a true and fair view of the financial position
of the Group and of the Company as at 30 June 2019, and of their financial performance and cash flows
for the financial year then ended in accordance with Malaysian Financial Reporting Standards (“MFRSs”),
International Financial Reporting Standards (“IFRSs”) and the requirements of the Companies Act 2016 in
Malaysia.
We conducted our audit in accordance with approved standards on auditing in Malaysia and International
Standards on Auditing (“ISAs”). 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 audit opinion.
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.
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.
Carrying amount of inventories at the lower of cost and net realisable value
As at 30 June 2019, the carrying amount of inventories was RM44.9 million as disclosed in Note 15 to the
financial statements. The management determined that inventories written off recognised in profit or loss
amounted to RM1.76 million during the financial year ended 30 June 2019.
We have focused on audit risk that the carrying amount of inventories may not be stated at the lower of
cost and net realisable value. Judgement is required in estimating their net realisable value, which have
been derived based on specific assessment by the Directors that involved judgement about the ageing and
design of inventories.
Audit response
We have determined that there are no key audit matters to communicate in our report in respect of the
audit of 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
the information in the annual 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.
The Directors of the Company are responsible for the preparation of financial statements of the Group and
of the Company that give a true and fair view in accordance with MFRSs, IFRSs, 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 ability of the Group and of the Company 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.
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 ISAs 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 ISAs, 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 internal control of the Group and of the Company.
(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 ability of the Group and of the Company 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.
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.
Other Matters
The financial statements of the Group and of the Company for the financial year ended 30 June 2018 were
audited by another firm of chartered accountants whose report dated 21 September 2018 expressed an
unmodified opinion on those statements.
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.
Profit attributable to
the owners of the parent 315,029 1,034,974 4,614,076 976,970
Total comprehensive
income attributable to the
owners of the parent 315,029 1,034,974 4,614,076 976,970
Earnings per ordinary share attributable to equity holders of the Company:
Group Company
2019 2018 2019 2018
Note RM RM RM RM
ASSETS
Non-current assets
Current assets
LIABILITIES
Non-current liabilities
Deferred tax liabilities 22 360,470 639,114 92 92
Current liabilities
Trade and other payables 23 5,057,101 8,608,509 281,902 250,888
Borrowings 24 - 874,000 - -
Non-distributable Distributable
Share Treasury Capital Retained Total
capital shares reserve earnings equity
Company Note RM RM RM RM RM
Group Company
2019 2018 2019 2018
Note RM RM RM RM
Adjustments for:
Bad debts written off 161,768 - - -
Impairment loss on trade receivables 16(e) 171,909 - - -
Reversal of impairment losses on:
- trade receivables 16(e) (27,700) - - -
- other receivables 16(g) (52,534) - - -
- amounts owing by subsidiaries 17 - - (38,774) -
Income distribution from short-term funds (255,334) - (255,334) -
Depreciation of:
- property, plant and equipment 11 2,568,132 3,118,089 7,825 7,825
- investment properties 13 15,129 16,845 15,129 16,845
Inventories written off 15(d) 1,759,532 1,464,204 - -
Property, plant and equipment
written off 11 162,431 547,922 - -
Inventories written back 15(b) (130,238) (423,597) - -
Finance costs 6 37,484 197,184 - -
Amortisation of prepaid lease payments 12 33,033 33,034 - -
Interest income (874,420) (773,562) (592,748) (756,882)
Gain on disposal of:
- property, plant and equipment - (39,623) - -
- investment properties - (19,734) - (19,734)
Reversal of impairment loss on
investment property 13 (197,349) - (197,349) -
Impairment loss on property,
plant and equipment 11 30,511 - 30,511 -
Unrealised loss on foreign exchange - 184 - -
Dividend income - - (4,000,000) (703,818)
Group Company
2019 2018 2019 2018
Note RM RM RM RM
Group Company
2019 2018 2019 2018
Note RM RM RM RM
Group
Hire-purchase Borrowings
RM RM
(Note 24)
At 1 July 2017 79,283 3,052,441
Cash flows (79,283) (2,178,441)
At 30 June 2018 - 874,000
Cheetah Holdings Berhad (“the Company”) is a public limited liability company, incorporated and
domiciled in Malaysia, and is listed on the Main Market of Bursa Malaysia Securities Berhad.
The registered office of the Company is located at Suite 11.1A, Level 11, Menara Weld, 76 Jalan Raja
Chulan, 50200 Kuala Lumpur, Malaysia.
The principal place of business of the Company is located at Lot 1846, Jalan KPB6, Kawasan Perindustrian
Kg. Bahru Balakong, 43300 Seri Kembangan, Selangor Darul Ehsan, Malaysia.
The consolidated financial statements for the financial year ended 30 June 2019 comprise the
Company and its subsidiaries. These financial statements are presented in Ringgit Malaysia (“RM”),
which is also the functional currency of the Company.
The financial statements were authorised for issue in accordance with a resolution by the Board of
Directors on 25 September 2019.
2. PRINCIPAL ACTIVITIES
The Company is principally an investment holding company. The principal activities of the subsidiaries
are set out in Note 14 to the financial statements.
There have been no significant changes in the nature of these activities of the Group and of the
Company during the financial year.
3. BASIS OF PREPARATION
The financial statements of the Group and of the Company have been prepared in accordance
with Malaysian Financial Reporting Standards (“MFRSs”), International Financial Reporting Standards
(“IFRSs”) and the provisions of the Companies Act 2016 in Malaysia.
The accounting policies adopted are consistent with those of the previous financial year except for
the effects of adoption of new MFRSs during the financial year. The new MFRSs and Amendments to
MFRSs adopted during the financial year are disclosed in Note 30 to the financial statements.
The Group and the Company applied MFRS 15 Revenue from Contracts with Customers and MFRS
9 Financial Instruments for the first time during the current financial year, using the cumulative effect
method as at 1 July 2018. Consequently, the comparative information were not restated and are not
comparable to the financial information of the current financial year.
The financial statements of the Group and of the Company have been prepared under the historical
cost convention except as otherwise stated in the financial statements.
4. OPERATNG SEGMENTS
No segment reporting is presented as the Group is principally engaged in product designing, product
development, marketing and retailing of sports apparel and accessories, casual wear under its own
brand name, all types of garments and apparels, clothing, footwear and accessories, and operates
principally in Malaysia.
Group Company
2019 2018 2019 2018
RM RM RM RM
Other revenue:
Dividend income - - 4,000,000 703,818
141,494,731 116,956,390 4,000,000 703,818
Revenue from sale of products is recognised at a point in time when the products have been
transferred to the customer and coincides with the delivery of products and acceptance by
customers.
There is no right of return and warranty provided to the customers on the sale of products.
There is no significant financing component in the revenue arising from sale of products as the
sales are made on the normal credit terms not exceeding twelve (12) months.
Dividend income is recognised when the shareholders’ right to receive payment is established.
Rental income is recognised on straight-line basis in accordance with the substance of the
relevant agreements entered into.
Interest income is recognised on an accrual basis, by reference to the principal outstanding and
at the effective interest rate.
6. FINANCE COSTS
Group
2019 2018
RM RM
Other than those disclosed elsewhere in the financial statements, profit before tax is arrived at:
Group Company
2019 2018 2019 2018
RM RM RM RM
After charging:
And crediting:
Interest income from:
Deposits with financial institutions 874,420 773,562 533,873 550,751
Subsidiaries - - 58,875 206,131
Gain on disposal of:
Property, plant and equipment - 39,623 - -
Investment property - 19,734 - 19,734
Income distribution from short-term funds 255,334 - 255,334 -
8. TAX EXPENSE
Group Company
2019 2018 2019 2018
RM RM RM RM
(219,031) (92,343) - -
(a) Malaysian income tax is calculated at the statutory tax rate of 24% (2018: 24%) of the estimated
taxable profit for the fiscal year.
(b) Numerical reconciliation of income tax expense applicable to profit before tax at the applicable
statutory income tax rate to income expense at the effective income tax rate is as follows:
Group Company
2019 2018 2019 2018
RM RM RM RM
Basic
The calculation of basic earnings per ordinary share for the financial year is based on the profit
attributable to equity holders of the Company after deducting treasury shares divided by the weighted
average number of ordinary shares in issue during the financial year as follows:
Group
2019 2018
RM RM
Basic earnings per share (sen) 0.27 0.90
Diluted
The diluted earnings per ordinary share for the financial year is the same as the basic earnings per
ordinary share for the financial year as there were no dilutive potential ordinary shares.
Group Company
2019 2018 2019 2018
RM RM RM RM
Included in the employee benefits of the Group and of the Company are Directors’ remuneration as
disclosed in Note 29 to the financial statements.
Accumulated depreciation
As at 1 July 2018 2,078,253 11,941,718 2,465,199 1,952,897 2,689,088 108,897 21,236,052
Charge for the year 223,664 1,479,555 324,888 135,955 396,245 7,825 2,568,132
Written off - (1,011,765) - (119,812) (6,312) - (1,137,889)
Disposals - - - - - - -
As at 30 June 2019 - - - - -
274,522
274,522
Office
equipment Shoplot Total
Company RM RM RM
Cost
As at 1 July 2017/30 June 2018/
1 July 2018/30 June 2019 2,100 100,935 103,035
Accumulated depreciation
As at 1 July 2017 2,100 54,774 56,874
Charge for the year - 7,825 7,825
(a) All items of property, plant and equipment are initially measured at cost. After initial recognition,
property, plant and equipment are stated at cost less accumulated depreciation and any
accumulated impairment losses.
Depreciation is calculated to write down the cost of the assets to their residual values on a
straight line basis over their estimated useful lives. The principal depreciation periods and annual
rates used are as follows:
Leasehold building 2%
Furniture and fittings 5% - 20%
Motor vehicles 20%
Office equipment 10%
Renovations 10%
Shoplot 2%
At the end of each reporting period, the residual values, useful lives and depreciation method
of the property, plant and equipment are reviewed, and the effects of any changes in estimates
are recognised prospectively.
(b) As at 30 June 2019, the title to a shoplot with net book value of RMNil (2018: RM38,336) has not
yet been registered in the name of the Company.
(c) During the financial year, the Group made the following cash payments to purchase property,
plant and equipment:
Group
2019 2018
RM RM
Cost
Balance as at 1 July/30 June 2,741,704 2,741,704
Accumulated amortisation
Balance as at 1 July 437,681 404,647
Amortisation for the year 33,033 33,034
Balance as at 30 June 470,714 437,681
(a) Leasehold interests in long leasehold land are accounted for as operating leases and are
classified as prepaid lease payments. Prepaid lease payments are amortised evenly over the
lease term of the land.
(b) The unexpired portion of the said leasehold land as of 30 June 2019 is 69 (2018: 70) years.
Cost
As at 1 July 2017 128,700 756,446 885,146
Disposal (128,700) - (128,700)
As at 30 June 2018 - 756,446 756,446
Accumulated depreciation
As at 1 July 2017 55,127 45,387 100,514
Charge for the year 1,716 15,129 16,845
Disposal (56,843) - (56,843)
Net book value
As at 30 June 2019 - 569,664 569,664
Cost
As at 1 July 2017
Disposal 45,000 756,446 801,446
(45,000) - (45,000)
Accumulated depreciation
As at 1 July 2017 18,018 45,387 63,405
Charge for the year 1,716 15,129 16,845
Disposal (19,734) - (19,734)
Accumulated impairment loss
As at 1 June 2017/30 June 2018/1 July 2018 - 308,486 308,486
Reversal of impairment loss - (197,349) (197,349)
Net book value
As at 30 June 2019 - 569,664 569,664
(a) Investment properties are held for long-term investment potential and for rental income.
Investment properties are stated at cost less accumulated depreciation and any impairment
loss.
Apartment 2%
Shoplot 2%
(b) Rental income of the Group and the Company derived from the investment property amounted
to RM13,000 (2018: RM3,800).
(c) Direct operating expenses arising from investment property generating rental income during the
financial year are as follows:
(d) Details of the Group’s and the Company’s investment properties and information about the fair
value hierarchy are as follows:
Fair value
as of
June 30 Level 1 Level 2 Level 3
RM RM RM RM
Group
2019
Shoplot 569,664 - -
569,664
2018
Shoplot 387,444 - - 387,444
Company
2019
Shoplot 569,664 - -
569,664
2018
Shoplot 387,444 - - 387,444
(i) There were no transfers between Levels 1, 2 and 3 during the year.
(ii) As at 30 June 2019, the Group and the Company have reversed an impairment loss of
RM197,349 in respect of its shoplot located at Pulau Melaka based on the estimated
recoverable amount of the said property.
The valuation of investment property at Level 3 fair value amounting to RM569,664 (2018:
RM387,444) is recommended by the Directors based on their estimates derived from past
transactions of similar properties that were sold recently in the location and category of
property being valued.
The valuation is made based on the comparison method that makes reference to recent
sales transactions of similar properties in the same locality on a price per square feet basis.
Adjustments are then made for differences in location, size, facilities available, market
conditions and other factors in order to arrive at a common basis.
(iii) The fair value measurements of the investment property are based on the highest and
best use which does not differ from their actual use. The investment property of the Group
and the Company is mainly used to generate rental income.
Company
2019 2018
RM RM
Unquoted shares - at cost 41,948,378 41,948,378
(a) Investments in subsidiaries, which are eliminated on consolidation, are stated in the separate
financial statements of the Company at cost less impairment losses, if any.
Country of
incorporation /
Name of Principal place Effective interest
company of business in equity Principal activities
2019 2018
% %
Group
2019 2018
RM RM
At cost:
Trading merchandise 43,014,030 52,772,331
At net realisable value:
Trading merchandise 1,917,075 2,177,930
44,931,105 54,950,261
(a) Inventories, which consist mainly of trading merchandise, are valued at the lower of cost and
net realisable value. Net realisable value represents the estimated selling price in the ordinary
course of business less selling and distribution costs. Cost is determined on the weighted average
basis which approximates actual cost and includes all costs in bringing the inventories to their
present location and condition.
(b) Write-downs of inventory to net realisable value has been reduced by RM130,238 (2018:
RM423,597) in respect of the reversal of such write-downs. Previous write-downs have been
reversed as a result of sales prices revision.
(c) During the financial year, inventories of the Group recognised as cost of sales amounted to
RM68,749,197 (2018: RM70,914,903).
(d) The Group has written off inventories amounting to RM1,759,532 (2018: 1,464,204), which was
recognised as cost of sales during the current financial year.
The Group writes down its slow-moving inventories based on specific assessment by Directors
which involved judgement about the aging and design of inventories, coupled with market
knowledge of merchandising department. Inventories are written down when events or
changes in circumstances indicate that the carrying amounts may not be recoverable. Directors
specifically analyses sales trends and current economic trends when making a judgement to
evaluate the adequacy of the write down for slow-moving inventories.
Group Company
2019 2018 2019 2018
RM RM RM RM
Trade receivables
Third parties 29,263,193 32,946,751 - -
Less: Impairment losses (367,069) - - -
Total trade receivables 28,896,124 32,946,751 - -
Other receivables
Other receivables 40,706 71,371 - -
Deposits 634,103 652,915 210 803
674,809 724,286 210 803
Less: Impairment losses (12,678) - - -
Total other receivables 662,131 724,286 210 803
Total receivables 29,558,255 33,671,037 210 803
Prepayments 505,835 684,865 15,500 -
30,064,090 34,355,902 15,710 803
(a) Total receivables are classified as financial assets measured at amortised cost.
(b) Trade receivables are non-interest bearing and the normal credit terms of trade receivables
granted by the Group ranged from 30 to 67 days (2018: 30 to 60 days). They are recognised at
their original invoices amounts, which represent their fair values on initial recognition.
Impairment for trade receivables that do not contain a significant financing component are
recognised based on the simplified approach using the lifetime expected credit losses.
The Group uses an allowance matrix to measure the expected credit loss of trade receivables
from individual customers. Expected loss rates are calculated using the roll rate method.
The expected loss rates are based on the Group’s historical credit losses experienced over
the three year period prior to the period end. The historical loss rates are then adjusted for
current and forward-looking information on macroeconomic factors affecting the Group’s
customers. The Group has identified the gross domestic product (GDP) and inflation rate as the
key macroeconomic factors.
For trade receivables, which are reported net, such impairments are recorded in a separate
impairment account with the loss being recognised within administrative expenses in the
consolidated statement of profit or loss and other comprehensive income. On confirmation that
the trade receivable would not be collectable, the gross carrying value of the asset would be
written off against the associated impairment.
Lifetime expected loss provision for trade receivables as at 30 June 2019 are as follows:
As at the end of each reporting period, the credit risks exposures relating to trade receivables of
the Group are summarised in the table below:
Group
2019 2018
RM RM
Trade receivables of the Group are not secured by any collateral or credit enhancement.
During the current financial year, the Group did not renegotiate the terms of any trade
receivables.
Cheetah Holdings Berhad (430404-H) | annual report 2019
65
Notes to the
Financial Statements
16. TRADE AND OTHER RECEIVABLES (cont’d)
(e) Movements in the impairment allowance for trade receivables are as follows:
Group
2019 2018
RM RM
(f) Impairment for receivables from other receivables and amounts owing by subsidiaries are
recognised based on the general approach within MFRS 9 using the forward looking expected
credit loss (ECL) model. The methodology used to determine the amount of the impairment is
based on whether there has been a significant increase in credit risk since initial recognition
of the financial asset. For those in which the credit risk has not increased significantly since
initial recognition of the financial asset, twelve month expected credit losses along with gross
interest income are recognised. For those in which credit risk has increased significantly, lifetime
expected credit losses along with the gross interest income are recognised. For those that are
determined to be credit impaired, lifetime expected credit losses along with interest income on
a net basis are recognised.
The Group defined significant increase in credit risk as ten percent (10%) on relative basis and
including operating performance of the receivables, changes to contractual terms, payment
delays and past due information.
(g) Movements in the impairment allowance for other receivables are as follows:
(h) At the end of each reporting period, the Group has no significant concentration of credit risk
except for the amounts due from 6 (2018: 6) major customers which constitute approximately
72% (2018: 72%) of total receivables. The Group does not anticipate the carrying amounts
recorded at the end of each reporting period to be significantly different from the values that
would eventually be received.
(i) The carrying amounts of trade and other receivables are reasonable approximation of fair value
due to their short-term nature.
Company
2019 2018
RM RM
(a) Amounts owing by subsidiaries are classified as financial assets measured at amortised cost.
(c) In the previous financial year, amounts owing by subsidiaries represented unsecured, short-term
advances and bore interest at a rate of 2.52% to 2.75% per annum and payable within the next
twelve (12) months in cash and cash equivalents.
(d) The following table sets out the carrying amount, the weighted average effective interest rate
as at the end of each reporting period and the remaining maturities of the amounts owing by
subsidiaries of the Company that are exposed to interest rate risk:
Company
Weighted
average
effective
interest rate per Within
annum 1 year
% RM
30 June 2018
Floating rate 2.65% 7,754,878
(e) Movements in the impairment allowance for amounts owing by subsidiaries are as follows:
At 30 June 2019/2018 - - - -
(f) Impairment for receivables from amounts owing by subsidiaries are recognised based on general
approach within MFRS 9 using the forward looking expected credit loss (ECL) model as disclosed
in Note 16(f) to the financial statements.
Group Company
2019 2018 2019 2018
RM RM RM RM
(a) Deposits with licensed banks of the Group have an average maturity period of 31 days (2018: 31
days).
(b) Foreign currency exposure of cash and bank balances are as follows:
Group Company
2019 2018 2019 2018
RM RM RM RM
(c) The following table demonstrates the sensitivity analysis of the Group to a reasonably possible
change in the United States Dollar (“USD”) exchange rates against the functional currency of
the Group, with all other variables held constant:
Group
2019 2018
RM RM
(d) Weighted average effective interest rate of deposits with financial institution of the Group as at
the end of each reporting period are as follows:
Group
2019 2018
(e) There is no sensitivity analysis as the deposits with the financial institutions of the Group are fixed
rate instruments and are not affected by changes in the interest rates.
(f) No expected credit losses were recognised arising from the deposits with financial institutions
because the probability of default by these financial institutions were negligible.
(g) For the purpose of the statements of cash flows, cash and cash equivalents comprise the
following as at the end of the financial year:
Group Company
2019 2018 2019 2018
RM RM RM RM
Group Company
2019 2018 2019 2018
RM RM RM RM
(a) Short-term funds held by the Group and the Company are highly liquid, readily convertible to
cash and are subject to insignificant risk of changes in value and hence, meet the definition to
be classified as cash and cash equivalents.
(c) Short-term funds of the Group and of the Company are categorised as Level 2 in the in the fair
value hierarchy. There is no transfer between levels in the hierarchy during the financial year.
Level 1 fair value measurement are those derived from quoted prices (unadjusted) in active
markets for identical assets or liabilities.
Level 2 fair value measurement are those derived from inputs other than quoted prices included
within Level 1 that are observable for the asset or liability, either directly (i.e.as prices) or indirectly
(i.e. derived from prices).
The fair values of short-term funds in Malaysia are determined by reference to the counter
parties’ quotes at the close of business at the end of the reporting period.
Level 3 fair value measurements are those derived from inputs for the asset or liability that are not
based on observable market data (unobservable inputs).
(e) Information on financial risk of short-term funds are disclosed in Note 28(b) to the financial
statements.
(a) Owners of the parent are entitled to receive dividends as and when declared by the Company
and are entitled to one (1) vote per ordinary share at meetings of the Company. All ordinary
shares rank pari passu with regard to the residual assets of the Company.
(b) In the previous financial year, the Company repurchased 2,113,600 of its issued ordinary shares
from the open market at prices ranging from RM0.42 to RM0.53 per share. The total consideration
paid for the repurchases was RM1,053,001 and was financed by internally generated funds. The
shares repurchased are being held as treasury shares in accordance with Section 127 of the
Companies Act 2016 in Malaysia.
As at 30 June 2019, the Company held a total of 12,761,300 ordinary shares as treasury shares
out of its total number of issued shares of 127,620,750 ordinary shares. Such treasury shares are
recorded at a carrying amount of RM6,261,214.
21. RESERVES
Group Company
2019 2018 2019 2018
RM RM RM RM
Non-distributable:
Capital reserve 1,264,505 1,264,505 1,264,505 1,264,505
Distributable:
Retained earnings 69,518,439 69,891,307 10,821,111 6,705,247
70,782,944 71,155,812 12,085,616 7,969,752
Group Company
2019 2018 2019 2018
RM RM RM RM
(a) The amount of the deferred tax income or expense recognised in the consolidated statement
of profit or loss during the financial year are as follows:
Group Company
2019 2018 2019 2018
RM RM RM RM
(b) The components and movements of deferred tax assets and liabilities during the financial year
prior to offsetting are as follows:
Group
Other
temporary
differences Total
RM RM
(b) The components and movements of deferred tax assets and liabilities during the financial year
prior to offsetting are as follows: (cont’d)
Group
Others Total
RM RM
Group
Property,
plant and
equipment Total
RM RM
At 30 June 2019 478,613 478,613
Offsetting (118,143) (118,143)
2018
At 1 July 2017 801,162 801,162
Recognised in profit or loss (128,325) (128,325)
(b) The components and movements of deferred tax assets and liabilities during the financial year
prior to offsetting are as follows: (cont’d)
Company
Property,
plant and
equipment Total
RM RM
2018
At 1July 2017/ 30 June 2018 92 92
(c) The amount of temporary differences for which no deferred tax assets have been recognised in
the statement of financial position are as follows:
Group
2019 2018
RM RM
Deferred tax assets of the Group have not been recognised in respect of these items as it is
not probable that taxable profits would be available against which the deductible temporary
differences could be utilised.
The unabsorbed capital allowances of the Group up to the year of assessment 2018 shall be
deductible until year of assessment 2025.
Group Company
2019 2018 2019 2018
RM RM RM RM
Trade payables
Third parties 2,668,289 6,282,176 - -
Other payables
Other payables 749,087 387,944 2,600 3,000
Accruals 1,639,725 1,938,389 279,302 247,888
Total other payables 2,388,812 2,326,333 281,902 250,888
Total trade and other payables 5,057,101 8,608,509 281,902 250,888
(a) Trade and other payables are classified as financial liabilities measured at amortised cost.
(b) Trade payables are non-interest bearing and the normal trade credit terms granted to the
Group ranged from 30 to 120 days (2018: 90 to 120 days).
(e) The carrying amounts of trade and other payables are reasonable approximation of fair value
due to their short-term nature.
Group
2019 2018
RM RM
Current liabilities
Unsecured
Bankers’ acceptances - 874,000
(c) The carrying amounts of borrowings are reasonable approximation of fair value due to their
short-term nature.
(d) The following table set out the carrying amounts, the weighted average effective interest rates
as at the end of each reporting period and the remaining maturities of the borrowings of the
Group that are exposed to interest rate risk:
Weighted
average
effective
Group interest rate Within 1 - 2 2-5
per annum 1 year years years Total
30 June 2018 % RM RM RM RM
Bankers’ acceptance
Fixed rates 3.46% 874,000 - - 874,000
(e) The table below summarises the maturity profile of the borrowings of the Group at the end of
each reporting period based on contractual undiscounted repayment obligations as follows:
The Directors recommend a final single tier dividend of 0.4 sen per ordinary share of approximately
RM459,438 in respect of the financial year ended 30 June 2019.
The financial statements for the financial year ended 30 June 2019 do not reflect this proposed final
single tier dividend. The proposed final single tier dividend, shall be accounted for as an appropriation
of retained earnings in the financial year ending 30 June 2020.
26. COMMITMENTS
The Group has entered into non-cancellable lease agreement for sales outlets for terms between
one (1) to three (3) years and renewable at the end of the lease period subject to an increase
clause.
The Group has aggregate future minimum lease commitments as at the end of the reporting
period as follows:
Group
2019 2018
RM RM
Within 1 year 1,017,166 1,040,482
Within 1 - 2 years 433,234 591,013
Within 2 - 5 years 270,457 -
1,720,857 1,631,495
The Group has entered into tenancy agreements for the lease of outlets, which contain contingent
rental features based on predetermined revenue thresholds. The Group has determined that
these contingent rental features are not embedded derivatives to be separately accounted
for due to the economic characteristics and risk of these contingent rental features are closely
related to the economic characteristics and risk of the underlying tenancy agreements. There
are no leverage features contained within these contingent rental features.
Company
2019 2018
RM RM
Unsecured
Provision of corporate guarantee for a subsidiary:
For financing of the loan and borrowings - 21,100,000
The Company designates corporate guarantees given to banks for credit facilities granted to
subsidiary as insurance contracts as defined in MFRS 4 Insurance Contracts. The Company recognise
these insurance contracts as recognised insurance liabilities when there is a present obligation, legal
or constructive, as a result of a past event, when it is probable that an outflow of resources embodying
economic benefits would be required to settle the obligation and a reliable estimate can be made of
the amount of the obligation.
The Directors are of the view that the chances of the third parties and financial institutions to call upon
the guarantees are remote.
The primary objective of the capital management of the Group is to maintain a strong capital
base, good credit rating and healthy capital ratios to support its businesses and maximise its
shareholders’ value.
To manage the capital structure, the Group uses various methods including share buyback,
distribution of cash and share dividend payments to shareholders and debt financing.
The Group monitors capital utilisation on the basis of net debt-to-equity ratio, which is net debt
divided by total capital. The Group includes within net debt, loans and borrowings less cash and
bank balances. Capital represents equity attributable to the owners of the parent. The net debt-
to-equity ratios as at 30 June 2019 and 30 June 2018 are as follows:
Group Company
2019 2018 2019 2018
Note RM RM RM RM
Borrowings 24 - 874,000 - -
Less: Cash and bank
balances 18 (5,254,317) (2,267,335) (88,069) (290,240)
Less: Short-term funds 19 (36,190,524) (28,441,898) (27,287,053) (15,348,464)
Net cash (41,444,841) (29,835,233) (27,375,122) (15,638,704)
The Group is not subject to any other externally imposed capital requirements.
The overall financial risk management objective of the Group is to optimise its shareholders’
value and not to engage in speculative transactions.
The Group is exposed mainly to foreign currency risk, interest rate risk, credit risk, liquidity and cash
flow risk and market risk. Information on the management of the related exposures is detailed
below:
The Group holds cash and bank balances denominated in foreign currencies for working
capital purposes.
At the end of the reporting period, such foreign currency balances amounted to
RM1,530,287 (2018: RM2,136) for the Group. The policy of the Group is to minimise the
exposure in foreign currency risk by matching foreign currency income against foreign
currency cost. The Group also attempts to limit its exposure for all committed transactions
by entering into foreign currency forward contracts. As such, the fluctuations in foreign
currencies are not expected to have a significant financial impact to the Group.
The foreign currency profile and sensitivity analysis of foreign currency risk have been
disclosed in Note 18 to the financial statements.
(ii) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of the financial instruments
of the Group and of the Company will fluctuate because of changes in market interest
rates. The exposure to market risk of the Group for changes in interest rates relates primarily
to the deposits placed with licensed banks of the Group.
The interest rate profile and sensitivity analysis of interest rate risk have been disclosed in
Note 18 to the financial statements.
Exposure to credit risk arises mainly from sales made on credit terms and deposits with
licensed banks. The Group controls the credit risk on sales by ensuring that its customers
have sound financial position and credit history. The Group also seeks to invest cash assets
safely and profitably with approved financial institutions in line with the policy of the
Group.
The Group actively manages its debt maturity profile, operating cash flows and the
availability of funding so as to ensure that all operating, investing and financing needs
are met. In executing its liquidity risk management strategy, the Group measures and
forecasts its cash commitments and maintains a level of cash and cash equivalents
deemed adequate to finance the activities of the Group.
The analysis of financial instruments by remaining contractual maturities has been disclosed
in Note 23 and Note 24 to the financial statements.
The Group is exposed to price risks arising from short-term funds. Short-term funds are unit
trusts quoted in Malaysia.
During the financial year, the maximum exposure of the Group to market risk is represented
by the total carrying amount of these financial assets recognised in the statements of
financial position, which amounted to RM36,190,524 (2018: RM28,441,898). There has been
no change to the exposure of the Group to market risk or the manner in which the risk is
managed and measured.
As the Group neither had the intention, nor historical trend of active trading in these
financial instruments, the Directors were of the opinion that the Group was not subject to
significant exposure to price risk and accordingly, no sensitivity analysis is being presented.
Parties are considered to be related to the Group if the Group 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 and the party are subject to common
control or common significant influence. Related parties may be individuals or other entities.
(ii) Key management personnel are defined as those persons having the authority and
responsibility for planning, directing and controlling the activities of the Group either
directly or indirectly. The key management personnel include the Executive Director of
the Group;
(b) Company had the following transactions with related parties during the financial year:
Company
2019 2018
RM RM
Interest income received from subsidiaries 58,875 206,131
Group Company
2019 2018 2019 2018
RM RM RM RM
Directors of the Company:
Executive:
Emoluments other than fees 3,018,795 3,026,142 - -
Non-executive:
Fees 139,000 139,000 139,000 139,000
3,157,795 3,165,142 139,000 139,000
Estimated monetary value of benefits-in-kind provided to the Directors of the Group and of the
Company are RM135,176 (2018: RM179,892) and RM6,500 (2018: RM6,500) respectively.
The Group and the Company adopted the following Standards of the MFRS Framework that
were issued by the Malaysian Accounting Standards Board (“MASB”) during the financial year:
Adoption of the above Standards did not have any material effect on the financial performance
or position of the Group and of the Company except for the adoption of MFRS 15 and MFRS 9
described in the following sections.
MFRS 9 replaces MFRS 139 Financial Instruments: Recognition and Measurement for
annual periods beginning on or after 1 January 2018, encompassing two aspects of the
accounting for financial instruments: classification and measurement and impairment.
The Group adopted MFRS 9 with an initial application date of 1 July 2018. In accordance
with the transitional provisions provided in MFRS 9, comparative information for 2018
was not restated and continued to be reported under the previous accounting policies
governed under MFRS 139. Differences arising from the adoption of MFRS 9 have been
recognised directly in retained earnings and other components of equity.
The Group and the Company classify their financial assets into the following
measurement categories depending on the business model of the Group and the
Company for managing the financial assets and the terms of contractual cash
flows of the financial assets:
MFRS 9 largely retains the existing requirement in MFRS 139 for the classification of
financial liabilities.
However, under MFRS 139 all fair value changes of liabilities designated as Fair Value
Through Profit or Loss (FVTPL) are recognised in profit or loss, whereas under MFRS 9
these fair value changes are generally presented as follows:
The adoption of MFRS 9 has fundamentally changed the accounting for impairment
losses for financial assets of the Group by replacing the incurred loss approach of
MFRS 139 with a forward-looking expected credit loss approach. MFRS 9 requires
the Group to record an allowance for expected credit losses for all debt financial
assets not held at fair value through profit or loss.
Expected credit losses are based on the difference between the contractual cash
flows due in accordance with the contract and all the cash flows that the Group
expects to receive. The estimate of expected cash shortfall shall reflect the cash
flows expected from collateral and other credit enhancements that are part of
the contractual terms. The shortfall is then discounted at an approximation to the
asset’s original effective interest rate of the asset.
The following table summarises the reclassification and measurement of the financial
assets and financial liabilities of the Group and of the Company as at 1 July 2018:
Financial assets
Trade and other
receivables, net of
prepayment L&R AC 33,671,037 33,382,966
Cash and bank balances L&R AC 2,267,335 2,267,335
Short-term funds L&R FVTPL 28,441,898 28,441,898
Financial liabilities
Trade and other payables OFL AC 8,608,509 8,608,509
Borrowings OFL AC 874,000 874,000
Financial assets
Amounts owing by
subsidiaries L&R AC 7,754,878 7,716,104
Trade and other
receivables, net of
prepayment L&R AC 803 803
Cash and bank balances L&R AC 290,240 290,240
Short-term funds L&R FVTPL 15,348,464 15,348,464
Financial liabilities
Other payables OFL AC 250,888 250,888
The following tables are reconciliations of the carrying amount of the statement of
financial position of the Group and of the Company from MFRS 139 to MFRS 9 as at
1 July 2018:
Group
Trade and other receivables:
Opening balance 34,355,902 - 34,355,902
Increase in impairment loss - (288,072) (288,072)
Retained earnings:
Opening balance 69,891,307 - 69,891,307
Increase in impairment loss
for trade and other
receivables - (228,459) (228,459)
Company
Amounts owing by subsidiaries:
Opening balance 7,754,878 - 7,754,878
Increase in impairment loss - (38,774) (38,774)
Retained earnings:
Opening balance 6,705,247 - 6,705,247
Increase in impairment loss - (38,774) (38,774)
The Group adopted MFRS 15 using the modified retrospective method (without
practical expedients), with the effect of initially applying this Standard at the date of
initial application of 1 July 2018. Under this method, MFRS 15 can be applied either to all
contracts at the date of initial application or only to contracts that are not completed at
this date. Therefore, the comparative information was not restated and continues to be
reported under MFRS 111, MFRS 118 and related Interpretations.
The adoption of MFRS 15 has no material financial impact of the Group as it was affected
by the reclassification of affected items from expenses to revenue or vice-versa.
30.2 New MFRSs that have been issued, but only effective for annual periods beginning on or after 1
January 2019
The following are Standards of the MFRS Framework that have been issued by the Malaysian
Accounting Standards Board (“MASB”) but have not been early adopted by the Group and the
Company:
The Group does not expect the adoption of the above Standards to have a significant impact
on the financial statements, except for MFRS 16 as described in the following section.
MFRS 16 Leases
MFRS 16 specifies how a MFRS reporter will recognise, measure, present and disclose leases. The
standard provides a single lessee accounting model, requiring lessees to recognise assets and
liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low
value. Lessors continue to classify leases as operating or finance, with MFRS 16’s approach to
lessor accounting substantially unchanged from its predecessor, MFRS 117 Leases.
At lease commencement, a lessee will recognise a right-of-use asset and a lease liability. The
right-of-use asset is treated similarly to other non-financial assets and depreciated accordingly
and the liability accrues interest. The lease liability is initially measured at the present value of the
lease payments payable over the lease term, discounted at the rate implicit in the lease if that
can be readily determined. If that rate cannot be readily determined, the lessees shall use their
incremental borrowing rate.
The Directors are currently assessing the impact of adoption of MFRS 16 on the amount reported
and disclosures made in these financial statements. However, it is not practicable to provide a
reasonable estimate of the effect of MFRS 16 until the Group and the Company complete a
detailed review.
TOTAL 11,721,933
98,614,043 85.86
DIRECTORS’ SHAREHOLDINGS IN CHIA YOON YUEN HOLDINGS SDN BHD AS AT 17 SEPTEMBER 2019
(based on the Register of Directors’ Shareholdings)
Direct Indirect
No. of No. of
Director Shares Held % Shares Held %
Chia Kee Foo 5,750 57.50 - -
Chia Kee Kwei 2,800 28.00 - -
Chia Kee Yew 1,450 14.50 - -
SUBSTANTIAL SHAREHOLDERS’ SHAREHOLDINGS AS AT 17 SEPTEMBER 2019
(based on the Register of Substantial Shareholders’ Shareholdings)
Direct Indirect
No. of No. of
Substantial Shareholder Shares Held % Shares Held %
Chia Yoon Yuen Holdings Sdn Bhd 54,462,169 47.42 - -
Chia Kee Foo 15,537,750 13.53 54,462,169 * 47.42
Chia Kee Kwei 9,142,050 7.96 54,462,169 * 47.42
* Deemed interested by virtue of Section 8 of the Companies Act 2016 through shareholdings held in Chia Yoon
Yuen Holdings Sdn Bhd
ORDINARY BUSINESS
1. To receive the Audited Financial Statements for the financial year ended 30 June 2019 Please refer to
and the Reports of Directors and Auditors thereon. Note (1)
2. To approve the payment of a final single tier dividend of 0.4 sen per ordinary share for Resolution 1
the financial year ended 30 June 2019.
3. To approve the payment of Directors’ Fees from 28 November 2019 until the conclusion Resolution 2
of the next AGM of the Company.
5. To re-elect Madam Hor Ah Kuan as Director who is retiring by rotation pursuant to the Resolution 4
Company’s Constitution.
6. To re-elect Mr Gong Wooi Teik as Director who is retiring by rotation pursuant to the Resolution 5
Company’s Constitution.
7. To re-appoint BDO PLT as Auditors of the Company and to authorise the Directors to Resolution 6
fix their remuneration.
SPECIAL BUSINESS
To consider and if thought fit, to pass, with or without modification(s), the following resolutions:-
“THAT subject to the passing of Resolution 5, and in accordance with the Malaysian
Code on Corporate Governance, Mr Gong Wooi Teik be and is hereby retained as
Independent Non-Executive Director of the Company and be designated as such
until the conclusion of the next Annual General Meeting, subject to the provisions of
the relevant regulatory authorities.”
9. ORDINARY RESOLUTION Resolution 8
RETENTION OF MR CHONG JOCK PENG AS INDEPENDENT DIRECTOR
“THAT pursuant to Sections 75 and 76 of the Companies Act 2016, and subject to
the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa
Securities”) and the approvals of the relevant governmental and/or regulatory
authorities (if any), the Directors be and are hereby empowered to issue and allot
new shares in the Company at any time, to such person or persons, upon such
terms and conditions and for such purposes as the Directors may, in their absolute
discretion, deem fit, provided that the aggregate number of shares issued pursuant
to this resolution does not exceed ten per cent (10%) of the total number of issued
shares of the Company at the time of issue AND THAT the Directors be and are also
empowered to obtain the approval from Bursa Securities for the listing and quotation
of the additional shares so issued AND THAT such authority shall continue to be in force
until the conclusion of the next Annual General Meeting of the Company.”
11. SPECIAL RESOLUTION Resolution 10
PROPOSED ADOPTION OF NEW CONSTITUTION
THAT the Directors of the Company be and are hereby authorised to do all such acts,
deeds and things that are necessary and/or expedient to give full effect to the Proposed
Adoption with full power to assent to any conditions, modifications and/or amendments
as may be required by any relevant authorities.”
12. To transact any other business for which due notice shall have been given.
NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT
NOTICE IS HEREBY GIVEN that subject to the approval of the shareholders at the Twenty Second Annual
General Meeting to be held on Wednesday, 27 November 2019, a final single tier dividend of 0.4 sen per
ordinary share for the financial year ended 30 June 2019 will be paid on 24 December 2019 to Depositors
registered in the Record of Depositors on 13 December 2019.
A Depositor shall qualify for entitlement to the dividend only in respect of:-
a) Shares transferred into the Depositor’s Securities Account before 4.30 p.m. on 13 December 2019 in
respect of ordinary transfer; and
b) Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules
of Bursa Malaysia Securities Berhad.
Kuala Lumpur
25 October 2019
(2) A member may appoint up to two (2) proxies to attend and vote at the same meeting, and that the appointment
shall specify the proportions of his holdings to be represented by each proxy.
(3) Where a Member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act
1991, it may appoint up to two (2) proxies in respect of each securities account it holds with ordinary shares of the
Company standing to the credit of the said securities account.
(4) Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry
(Central Depositories) Act 1991 which holds ordinary shares in the Company for multiple beneficial owners in
one (1) 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.
(5) Only a depositor whose name appears in the Company’s Record of Depositors as at 20 November 2019 shall be
regarded as a member and entitled to attend, speak and vote at this meeting or appoint proxy(ies) to attend
and vote on his/her behalf.
(6) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly
authorised in writing or if the appointer is a corporation, either under seal or under the hand of an officer or
attorney duly authorised.
(7) The original instrument appointing a proxy and the power of attorney or other authority, if any, under which it is
signed or a notarially certified copy of that power or authority shall be deposited at the Registered Office of the
Company at Suite 11.1A, Level 11, Menara Weld, 76 Jalan Raja Chulan, 50200 Kuala Lumpur not less than forty-
eight (48) hours before the time for holding the meeting or adjourned meeting.
(8) Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all
resolutions set out in this notice of annual general meeting will be put to vote by poll.
(9) The Personal Data Protection Act 2010, which regulates the processing of personal data in commercial transactions,
applies to the Company. By providing to us your personal data which may include your name, contact details and
mailing address, you hereby consent, agree and authorise the processing and/or disclosure of any personal data
of or relating to you for the purposes of issuing the notice of this meeting and convening the meeting, including
but not limited to preparation and compilation of documents and other matters, whether or not supplied by you.
You further confirm to have obtained the consent, agreement and authorisation of all persons whose personal
data you have disclosed and/or processed in connection with the foregoing.
Resolutions 7 & 8
Mr Gong Wooi Teik (“Mr Gong”) and Mr Chong Jock Peng (“Mr Chong”), who have served the Board as
Independent Non-Executive Directors for a tenure of exceeding nine (9) years, will be retained as Independent
Directors if the Ordinary Resolutions 7 & 8 are passed. The retention of Mr Gong as Independent Director is also
subject to the passing of Resolution 5. The Board, having carried out an assessment on the independence
of Mr Gong and Mr Chong respectively, had considered their tenure as Independent Directors of the Board
and based on, among others, the following justifications, the Board recommends that Mr Gong and Mr
Chong be retained as Independent Non-Executive Directors of the Company:-
(i) They have confirmed and declared that they are Independent Directors as defined under Paragraph
1.01 of the Main Market Listing Requirements of Bursa Securities;
(ii) They do not have any conflict of interest with the Company and have not entered/are not expected
to enter into contract(s) especially material contract(s) with the Company and/or its subsidiary
companies;
(iii) They are currently not sitting on the board of any other public and/or private companies having
conflicting business as that of the Company and its subsidiary companies; and
(iv) They do not assist the Company in any operational matters of the Group.
Based on the assessment carried out, the Board is of the opinion that Mr Gong and Mr Chong are important
Independent Non-Executive Directors of the Board in view of their many years on the Board with incumbent
knowledge of the Company and the Group’s activities and corporate history and have provided invaluable
contributions to the Board in their role as Independent Non-Executive Directors.
This proposed resolution, if passed, will renew the authority given to the Directors of the Company to issue and
allot new shares in the Company at any time, to such person or persons, upon such terms and conditions and
for such purposes as the Directors may, in their absolute discretion, deem fit (“General Mandate”), provided
that the number of shares issued pursuant to this General Mandate, when aggregated with the number of
shares issued during the preceding twelve (12) months, does not exceed 10% of the total number of issued
shares of the Company at the time of issue. This renewed General Mandate, unless revoked or varied at a
general meeting, will expire at the conclusion of the next AGM of the Company.
The General Mandate procured and approved in the preceding year 2018 which was not exercised by the
Company during the year, will expire at the forthcoming Twenty Second AGM of the Company.
With this renewed General Mandate, the Company will be able to raise funds expeditiously for the purpose
of funding future investment, working capital and/or acquisition(s) without having to convene a general
meeting to seek shareholders’ approval when such opportunities or needs arise.
Resolution 10
This proposed resolution, if passed, will align the Constitution of the Company with the Companies Act 2016
(“the Act”) which came into force on 31 January 2017, the updated provisions of the Main Market Listing
Requirements of Bursa Securities and the prevailing statutory and regulatory requirements as well as to
provide clarity and consistency with the amendments that arise from the Act and the Main Market Listing
Requirements of Bursa Securities. For further information, please refer to the Circular to Shareholders dated
25 October 2019 despatched together with the Annual Report.
STATEMENT ACCOMPANYING
NOTICE OF ANNUAL GENERAL MEETING
(Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Securities)
No individual is standing for election as Director at the forthcoming Twenty Second Annual General Meeting
of the Company.
I/We
(full name in block letters)
NRIC/Company No.
of
(full address)
or failing him/her, #the Chairman of the meeting as *my/our proxy to vote for *me/us and on *my/our behalf at the
Twenty Second Annual General Meeting of the Company to be held at GREENS II, Tropicana Golf & Country Resort,
Jalan Kelab Tropicana, 47410 Petaling Jaya, Selangor Darul Ehsan on Wednesday, 27 November 2019 at 2.30 p.m. and
at any adjournment thereof, and to vote as indicated below:-
NO. RESOLUTIONS FOR AGAINST
ORDINARY BUSINESS
1. To approve the payment of a final single tier dividend of 0.4 sen per ordinary share
for the financial year ended 30 June 2019
2. To approve the payment of Directors’ Fees from 28 November 2019 until the
conclusion of the next AGM of the Company
3. To approve the payment of Directors’ benefits up to RM10,000.00 from 28 November
2019 until the conclusion of the next AGM of the Company
4. To re-elect Madam Hor Ah Kuan as Director
5. To re-elect Mr Gong Wooi Teik as Director
6. To re-appoint BDO PLT as Auditors and to authorise the Directors to fix their
remuneration
SPECIAL BUSINESS
7. Retention of Mr Gong Wooi Teik as Independent Director
8. Retention of Mr Chong Jock Peng as Independent Director
9. Authority for Directors to issue shares
10. Proposed adoption of new Constitution
* Delete if not applicable.
# Delete the words “Chairman of the meeting” if you wish to only appoint other person(s) to be your proxy(ies).
Please indicate with an “ ” or “ ” in the spaces above on how you wish your vote to be cast. In the absence of
specific directions, your proxy will vote or abstain as he/she thinks fit.
STAMP
Suite 11.1A
Level 11, Menara Weld
76, Jalan Raja Chulan
50200 Kuala Lumpur
fold here
CHEETAH HOLDINGS BERHAD (430404-H)
Lot 1846, Jalan KPB 6, Kawasan Perindustrian Kg. Bahru Balakong,
43300 Seri Kembangan, Selangor Darul Ehsan, Malaysia
www.cheetah.com.my