annual report 2007 - ChartNexus

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N OTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 The salient features of the Irredeemable Convertible Preference shares issued by the Company are as follows :- (a) convertible to ordinary shares on the basis of one ordinary share of RM1 each at par for every one preference share of RM1 each; (b) are not redeemable; (c) shall have the right to receive notices of or to attend or vote at any general meeting except in certain circumstances; (d) shall be entitled to receive non-cumulative dividends if declared by the Board; (e) the return of paid-up capital on winding-up in priority to the ordinary shares; and (f) shall participate pari passu with ordinary shares for the residue of surplus assets and undeclared residual profits as shall remain after paying off the capital paid up in the event of liquidation. 18. SEGMENTAL INFORMATION Non-recurring Recurring engineering engineering services services Eliminations Consolidated RM RM RM RM 2007 Revenue Sales 48,043,190 8,275,655 - 56,318,845 Results Profit/(Loss) before tax 19,080,563 ( 54,381 ) - 19,026,182 Income tax expense ( 174,661) Profit after tax 18,851,521 Other Information Segment assets 83,871,701 8,069,869 ( 246,685 ) 91,694,885 Segment liabilities 7,301,461 8,113,602 ( 246,685 ) 15,168,378 Capital expenditure 20,161,315 - - 20,161,315 Depreciation 184,937 - - 184,937 The Group operates predominantly in Malaysia and as such, no geographical segment is presented. 19. SIGNIFICANT RELATED PARTY TRANSACTIONS AND BALANCES In the normal course of business, the Group and the Company undertake on agreed terms and prices, transactions with its related companies and other related parties. (a) In addition to related party disclosures mentioned elsewhere in the financial statements, set out below are other significant related party transactions and balances. The related party transactions listed below were carried out on terms and conditions obtainable in transactions with unrelated parties unless otherwise stated. Group Company 2007 2007 2006 RM RM RM (i) Services rendered to Silterra Malaysia Sdn. Bhd., a company in which Mr. Eg Kah Yee, a director and a substantial shareholder of the Company, is also a director. 23,279,100 23,279,100 48,544,677 39
N OTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 Group Company 2007 2007 2006 RM RM RM (ii) Purchases from Silterra Malaysia Sdn. Bhd., a company in which Mr. Eg Kah Yee, a director and a substantial shareholder of the Company, is also a director. 8,176,740 - - (iii) Renovation works carried out by a firm in which a person connected to Mr. Eg Kah Yee, a director and shareholder of the Company, is the owner. 363,976 363,976 - (b) Compensation of key management personnel The remuneration of directors and other members of key management during the year was as follows : Group Company 2007 2007 2006 RM RM RM Short-term employee benefits 944,984 869,408 - Included in the total key management personnel are : Group Company 2007 2007 2006 RM RM RM Directors’ fee 108,000 108,000 - 20. 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. 21. LISTING ON THE MESDAQ MARKET OF THE BURSA MALAYSIA SECURITIES BERHAD On 9 July 2007, the shareholders of the Company made its submission to the Securities Commission and the relevant authorities relating to the listing of the Company on the MESDAQ Market of the Bursa Malaysia Securities Berhad (“Bursa Securities”) which involves inter alia the following : (a) Conversion of 19,000,000 Irredeemable Convertible preference shares (“ICPS”) of RM1 each held by Atlantic Quantum Sdn. Bhd. and Commerce Technology Ventures Sdn. Bhd. into 19,000,000 new ordinary shares of RM1 each in the Company on the basis of 1 new ordinary share of RM1 each in the Company for every 1 existing ICPS of RM1 each held in the Company (“Conversion”). The Conversion was completed on 4 October 2007; (b) Renounceable rights issue of 9,000,000 new ordinary shares of RM1 each at an issue price of RM1 per share on the basis of approximately 175 new ordinary shares of RM1 each for every 1,000 existing ordinary shares of RM1 each held after the Conversion (“Rights Issue”). The Rights Issue was completed on 19 November 2007. (c) Share split of every 1 existing ordinary share of RM1 each in the Company into 10 ordinary shares of RM0.10 each after the Rights Issue (“Share Split”); The share split exercise was completed on 21 November 2007. (d) Public issue of 202,000,000 shares at an issue price of RM0.40 per share to the Malaysian public, identified investors, eligible directors, employees and business associates of the Company (“Public Issue”); and (e) Listing of and quotation for the Company’s entire enlarged issued and paid-up share capital comprising of RM80,500,000 comprising 805,000,000 shares upon completion of the Public Issue on the MESDAQ Market of Bursa Securities (“Listing”). The Company was listed on the MESDAQ Market of Bursa Securities on 30 January 2008. 40
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 16 and 17: A DDITIONAL COMPLIANCE INFORMATION
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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