annual report 2007 - ChartNexus

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A DDITIONAL COMPLIANCE INFORMATION 1. Non-Statutory Audit Fees The amount of non-statutory audit fees paid and remains payable to the external auditor by the Group for the financial year ended 31 December 2007 are as follows:- Tan Chin Huat & Co. RM40,000 Total RM40,000 2. Option, Warrant and Convertible Securities There were no issuance of option, warrant and convertible securities by the Company and its subsidiary during the financial year ended 31 December 2007 save as disclosed in the note 21 in the financial statements. 3. Material Contracts Neither the Company nor its subsidiary have entered into any contracts which are or may be material (not being contracts entered into in the ordinary course of business) involving Directors’ and major shareholders’ interests since the end of the previous financial year. 4. Recurrent Related Party Transactions (“RRPT”) Key ASIC was listed on 30 January 2008 and had obtained Bursa Malaysia Securities Berhad’s approval on 18 January 2008 and 14 April 2008 for the extension of time for the Company to seek ratification from its shareholders for the RRPT of a revenue or trading nature for those transactions entered into from the listing date to the forthcoming AGM or extraordinary general meeting (“EGM”) whichever is held earlier. The Company intends to seek the ratification and new mandate for recurrent related party at the forthcoming AGM of the Company. Details of related party transactions are disclosed in Note 15 to 16 in the financial statements and additional RRPT entered into between the Company and its subsidiary with its major shareholders during the financial year ended 31 December 2007 are as follows:- Related Party Relationship Nature of Transaction RM JMicron Technology Corporation (“JMicron”) Atlantic Quantum Sdn Bhd is a major shareholder of Key ASIC and also a major shareholder of JMicron Design service for Intellectual Property building block for a chip and wafer fabrication related services 912,088 5. Sanctions or Penalties There were no sanctions or material penalties imposed by any regulatory body to the Company and its subsidiary, Directors or management. 6. Variance in Result There was no material variation between the audited results for the financial year ended 31 December 2007 and the unaudited results previously announced for the similar period. 7. Profit Guarantee There is no profit guarantee committed by the Company to any party. 8. Revaluation Policy The Company and its subsidiary do not own any landed property and therefore, there is no revaluation policy being adopted or put in place. 9. American Depository Receipt (“ADR”) or Global Depository Receipt (“GDR”) Programme During the financial year, the Company did not sponsor any ADR or GDR programme 10. Share Buy-Back The Company is not eligible under the current Listing Requirements of Bursa Securities for the MESDAQ Market to implement any share buy-back. 15
D IRECTORS’ REPORT The directors have pleasure in submitting their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2007. Change of Name and Conversion to Public Limited Company As approved by the shareholders at the Extraordinary General Meeting held on 28 May 2007, the Company was converted from a private limited company to a public limited company and assumed the name Key ASIC Berhad. Principal Activities The Company is principally engaged in the turnkey ASIC (application - specific integrated circuit) design services, providing data processing, data management, disk-based back-up solutions, telecommunications, office automation, network infrastructure and intelligent storage networking support. During the financial year, the Company acquired 100% equity interest in Key ASIC Semiconductor Sdn. Bhd., a company incorporated in Malaysia, for a cash consideration of RM2. The principal activities of the subsidiary are as disclosed in Note 11 to the Financial Statements. There have been no significant changes in the nature of these principal activities during the financial year. Financial Results The results of the operations of the Group and of the Company for the financial year are as follows:- Group Company RM RM Profit before tax 19,026,182 19,080,563 Income tax expense ( 174,661) ( 185,307) Net profit for the financial year 18,851,521 18,895,256 Dividends No dividend has been paid or declared by the Company since the end of the previous financial year. The directors also do not recommend the payment of any dividend in respect of the current financial year. Reserves and Provisions There were no material transfers to or from reserves or provisions during the financial year other than those as disclosed in the financial statements. Issue of Shares and Debentures As approved by the shareholders at the Board Meeting held on 4 October 2007, the issued and paid-up share capital of the Company was increased from RM32,300,000 to RM51,300,000 through the issuance of 19,000,000 new ordinary shares of RM1 each via the conversion of the existing 19,000,000 Irredeemable Convertible preference shares of RM1 each into 19,000,000 new ordinary shares of RM1 each. Also, the Company’s issued and paid-up share capital was further increased from RM51,300,000 to RM60,300,000 by the allotment of 9,000,000 new ordinary shares of RM1 each at par through rights issue for cash for the purposes of increasing the working capital of the Company. These new ordinary shares rank pari passu with the then existing ordinary shares of the Company. The Company has not issued any debentures during the financial year. 16
Page 2 and 3: CORPORATE INFORMATION 2 BOARD OF DI
Page 4 and 5: B OARD OF DIRECTORS Eg Kah Yee, a M
Page 6 and 7: C HAIRMAN’S STATEMENT Financial P
Page 8 and 9: A UDIT COMMITTEE REPORTS The Audit
Page 10 and 11: A UDIT COMMITTEE REPORTS The Commit
Page 12 and 13: S TATEMENT OF CORPORATE GOVERNANCE
Page 14 and 15: S TATEMENT OF CORPORATE GOVERNANCE
Page 18 and 19: D IRECTORS’ REPORT Share Options
Page 20 and 21: S TATEMENT BY DIRECTORS We, Eg Kah
Page 22 and 23: I NCOME STATEMENTS FOR THE YEAR END
Page 24 and 25: S TATEMENT OF CHANGES IN EQUITY FOR
Page 26 and 27: N OTES TO THE FINANCIAL STATEMENTS
Page 42 and 43: S HAREHOLDING STATISTICS Shareholdi
Page 44 and 45: S HAREHOLDING STATISTICS No. Shareh
Page 46 and 47: N OTICE OF THIRD ANNUAL GENERAL MEE
Page 49: Fold Here Company Secretary Level 1

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