tomypak holdings berhad annual report 2012 - Announcements ...

TOMYPAK HOLDINGS BERHAD ANNUAL REPORT 2012 

(Company No. 337743-W)

Notice of Annual General Meeting … 2 

Statement Accompanying Notice of 

Eighteenth Annual General Meeting … 7 

Coporate Information … 8 

Profile of Directors … 10 

Audit Committee Report … 14 

Five Years’ Financial Highlights 

and Financial Indicators … 19 

Chairman’s Statement … 20 

Corporate Governance Statement … 23 

table of 

contents 

Corporate Social Responsibility … 32 

Statement on Risk Management 

and Internal Control … 34 

Financial Statements … 37 

Particulars of Properties … 100 

Analysis of Shareholdings … 101 

Annexure A … 104 

Share Buy-Back Statement … 108 

Form of Proxy

ANNUAL REPORT 2012 pg 2 

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Notice of Annual General Meeting 

NOTICE IS HEREBY GIVEN that the Eighteenth Annual General Meeting of the Company will be held at Zamrud 

Room, L2, The Puteri Pacific Hotel, Jalan Abdullah Ibrahim, 80730 Johor Bahru, Johor on Thursday, 23rd May 2013 

at 9.30 a.m. for the following purposes:- 

Ordinary Business 

Agenda 

1. To receive the Audited Financial Statements for the year ended 31st December 2012 

and the Directors’ and Auditors’ Reports thereon. 

(Please refer to 

Note No. 1) 

2. To approve the payment of Directors’ fees for the year ended 31st December 2012. (Resolution 1) 

3. To re-elect Mr. Chow Yuen Liong who retires in accordance with the Company’s Articles 

of Association. (Resolution 2) 

4. To re-elect YB Tan Sri Dato’ Seri Arshad Bin Ayub who retires pursuant to Section 129(2) 

of the Companies Act, 1965. (Resolution 3) 

5. To re-elect Mr. Chow Wen Chye who retires pursuant to Section 129(2) of the Companies 

Act, 1965. (Resolution 4) 

6. To re-appoint the retiring Auditors, Messrs KPMG as Auditors and to authorise the 

Directors to fix their remuneration. (Resolution 5) 

Special Business 

To consider and, if thought fit, to pass the following resolutions as Ordinary and Special 

Resolutions: 

7. ORDINARY RESOLUTION 

• Proposed Authority to Issue Shares 

TOMYPAK HOLDINGS BERHAD 

“THAT, subject always to the Companies Act, 1965, the Articles of Association 

of the Company and the approvals of the relevant governmental/regulatory 

authorities, the directors be and are hereby empowered, pursuant to Section 

132D of the Companies Act, 1965, to issue shares in the Company from time to 

time and upon such terms and conditions and for such purposes as the directors 

may deem fit provided that the aggregate number of shares issued pursuant to 

this resolution does not exceed 10% of the issued capital of the Company.” (Resolution 6)

Notice of Annual General Meeting (Cont’d) 


• Proposed Renewal of Shareholders’ Approval for Share Buy-Back 

“THAT, subject to compliance with the Companies Act, 1965, the Memorandum 

and Articles of Association of the Company, the Main Market Listing Requirements 

of Bursa Malaysia Securities Berhad (“Bursa Securities”) and all other applicable 

laws, regulations and guidelines of all relevant governmental and/or regulatory 

authorities, the Company be and is hereby authorised to allocate an amount not 

exceeding the total audited share premium and retained profits of the Company 

for the purpose of and to purchase such amount of ordinary shares of RM0.50 

each (“Tomypak Shares”) in the Company as may be determined by the Directors 

of the Company from time to time through the Bursa Securities as the Directors 

may deem fit in the interest of the Company provided that the aggregate number 

of shares purchased and/or held pursuant to this resolution does not exceed ten 

percent (10%) of the total issued and paid-up share capital of the Company. 

AND THAT upon completion of the purchase by the Company of its own shares, 

the Directors are authorised to retain the Tomypak Shares as treasury shares or 

cancel the Tomypak Shares or retain part of the Tomypak Shares so purchased 

as treasury shares and cancel the remainder. The Directors are further authorised 

to resell the treasury shares on the Bursa Securities or distribute the Tomypak 

Shares as dividends to the Company’s shareholders or subsequently cancel the 

treasury shares or any combination of the three. 

AND THAT the Directors be and are hereby empowered to carry out the above 

immediately upon the passing of this resolution and from the date of the passing 

of this resolution until: 

i. the conclusion of the next Annual General Meeting of the Company at which 

time it shall lapse unless by an ordinary resolution passed at that meeting, 

the authority is renewed, either unconditionally or subject to conditions; or 

ii. the expiration of the period within which the next Annual General Meeting 

after that is required by law to be held; or 

iii. revoked or varied by ordinary resolution passed by the shareholders of the 

Company in general meeting; 

whichever is the earliest but not so as to prejudice the completion of purchase of 

own shares by the Company before the aforesaid expiry date and to take all steps 

as are necessary and/or to do all such acts and things as the Directors deem fit, 

necessary or expedient in the interest of the Company to give full effect to the 

Proposed Share Buy-Back with full power to assent to any condition, modification, 

revaluation, variation and/or amendment (if any) as may be imposed or permitted 

by the relevant authorities.” (Resolution 7) 



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• Retention of Independent Director, YB Tan Sri Dato’ Seri Arshad Bin Ayub 

THAT YB Tan Sri Dato’ Seri Arshad Bin Ayub be retained as Independent Non- 

Executive Director of the Company in accordance with the Malaysian Code on 

Corporate Governance 2012. (Resolution 8) 


• Retention of Independent Director, Mr. Teoh Kok Swee @ Michael Teoh 

THAT Mr. Teoh Kok Swee @ Michael Teoh be retained as Independent Non- 

Executive Director of the Company in accordance with the Malaysian Code on 

Corporate Governance 2012. (Resolution 9) 

11. SPECIAL RESOLUTION 

• Proposed Amendments to Articles of Association of the Company 

THAT the Proposed Amendments to the Company’s Articles of Association as 

set out in Annexure A be and are hereby approved and adopted 

AND THAT the Directors and Secretary of the Company be and are hereby 

authorised take all steps as are necessary and expedient in order to implement, 

finalise and give full effect to the Proposed Amendments to the Company’s Articles 

of Association. 

12. To transact any other business for which due notice shall have been given in accordance 

with the Company’s Articles of Association and the Companies Act, 1965. 

(Resolution 10) 

Further notice is hereby given that for the purpose of determining a member who shall be entitled to attend the 

Eighteenth Annual General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd. to 

issue a General Meeting Record of Depositors as at 15 May 2013. Only a depositor whose name appears on the 

Record of Depositors as at 15 May 2013 shall be entitled to attend the said meeting or appoint proxies to attend 

and/or vote on his/her behalf. 

BY ORDER OF THE BOARD 

ANG MUI KIOW (LS0001886) 

TAI YIT CHAN (MAICSA 7009143) 

Company Secretaries 

Johor Bahru 

26 April 2013 

TOMYPAK HOLDINGS BERHAD


Notes:- 

1. Audited Financial Statements 

This agenda item is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 

does not require a formal approval of the members/shareholders for the Audited Financial Statements. Hence, 

this Agenda item is not put forward for voting. 

2. Form of Proxy 

2.1 A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the 

Companies Act, 1965 shall not apply to the Company. 

2.2 The duly completed Form of Proxy must be deposited at the registered office of the Company situated 

at Suite 7E, Level 7, Menara Ansar, 65 Jalan Trus, 80000 Johor Bahru, Johor, Malaysia not less than 

forty-eight (48) hours before the time appointed for holding the meeting. 

2.3 A member shall be entitled to appoint more than one (1) proxy (subject always to a maximum of two 

(2) proxies at each meeting) to attend and vote at the same meeting. 

(While pending the proposed amendments to Tomypak Holdings Berhad’s (“Tomypak”) Articles of 

Association to be approved at its 18th Annual General Meeting, Tomypak expressly allow where a 

member/shareholder is an exempt authorised nominee as defined under the Securities Industry (Central 

Depositories) Act 1991(“SICDA”) which holds ordinary shares in Tomypak for multiple beneficial owners 

in one securities account (“omnibus account”), there is no limit to the number of proxies which the 

exempt authorised nominee may appoint in respect of each omnibus account it holds. 

2.4 Where a member appoints more than one (1) proxy (subject always to a maximum of two (2) proxies at 

each meeting) the appointment shall be invalid unless he specifies the proportions of his holdings to 

be represented by each proxy. 

2.5 If the appointor is a corporation, the Form of Proxy must be executed under its Seal or under the hand 

of its attorney. 

3. Explanatory Notes on Special Business 

3.1 Ordinary Resolution 6 - Proposed Authority to Issue Shares 

The Ordinary Resolution No. 6 proposed above, if passed, will give powers to the Directors to issue up 

to a maximum of 10% of the issued share capital of the Company for the time being for such purposes 

as the Directors consider would be in the interest of the Company. This authority will, unless revoked 

or varied by the Company in a General Meeting, expire at the conclusion of the next Annual General 

Meeting or the expiration of the period within which the next Annual General Meeting required by law 

to be held, whichever is earlier. 

The mandate sought under Ordinary Resolution No. 6 above is a renewal of an existing mandate and 

the proceeds raised from the previous mandate were RM87,180 (for the period from 1 April 2012 to 

31 March 2013, latest practicable date) pursuant to the Company’s Employees’ Share Option Scheme 

which was approved at an Extraordinary General Meeting held on 16 January 2003 and subsequently 

extended on 16 April 2008 for a further five years to 5 May 2013. 



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The proceeds raised had been fully utilised for working capital. 

The renewed general mandate will provide flexibility to the Company for any possible fund raising 

activities, including but not limited to further placing of shares, for purpose of funding future investment, 

working capital, acquisitions and/or paring down borrowings. 

3.2 Ordinary Resolution 7 - Proposed Renewal of Shareholders’ Approval for Share Buy-Back 

The proposed Ordinary Resolution No. 7, if passed, will empower the Company to purchase and/or 

hold up to ten percent (10%) of the issued and paid-up share capital of the Company. This authority, 

unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the 

Company. For further information on the Proposed Share Buy-Back, please refer to the Share Buy-Back 

Statement on page 108 to page 116 of the Company’s 2012 Annual Report. 

3.3 Retention as Independent Non-Executive Directors of the Company pursuant to the Malaysian 

Code on Corporate Governance 2012 (Resolution 8 and Resolution 9) 

(a) YB Tan Sri Dato’ Seri Arshad Bin Ayub (Resolution 8) 

YB Tan Sri Dato’ Seri Arshad Bin Ayub was appointed as an Independent Non-Executive Director 

of the Company on 10 March 1996 and has, therefore served for more than nine (9) years. As at 

the date of the notice of the 18th AGM, he has served the Company for 17 years. However, he 

has met the independence guidelines as set out in Chapter 1 of the Bursa Malaysia Securities 

Berhad Main Market Listing Requirements (“MMLR”). The Board, therefore, considers him to be 

independent and believes that he should be retained as Independent Non-Executive Director. 

(b) Mr. Teoh Kok Swee @ Michael Teoh (Resolution 9) 

Mr. Teoh Kok Swee @ Michael Teoh was appointed as an Independent Non-Executive Director 

of the Company on 10 March 1996 and has, therefore served for more than nine (9) years. As at 

the date of the notice of the 18th AGM, he has served the Company for 17 years. However, he 

has met the independence guidelines as set out in Chapter 1 of the MMLR. The Board, therefore, 

considers him to be independent and believes that he should be retained as Independent Non- 

Executive Director. 

3.4 Proposed Amendments to Articles of Association of the Company (hereinafter referred to as 

“the Proposed Amendments”) (Resolution 10) 


The Proposed Amendments are to streamline the Company’s Articles of Association to be aligned with 

the amendments to the MMLR. 

Please refer to Annexure A (page 104 to page 107) of the 2012 Annual Report for more information.

Statement Accompanying 

Notice of Eighteenth Annual General Meeting 

Pursuant to Paragraph 8.27(2) of the Bursa Malaysia Securities Berhad Listing Requirements 

The Directors standing for re-appointment under Section 129(6) of the Companies Act, 1965 and re-election are: 

(a) Mr. Chow Yuen Liong (RESOLUTION 2) 

(b) Tan Sri Dato’ Seri Arshad bin Ayub (RESOLUTION 3) 

(c) Mr. Chow Wen Chye (RESOLUTION 4) 

Further details of the above named Directors and their interest in the securities of the Company are set out in the 

Profile of Directors on page 10 to page 12 and page 103 of the annual report respectively. 



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Corporate Information 

Board of Directors 

Tan Sri Dato’ Seri Arshad Bin Ayub 

(Chairman, Independent Non-Executive Director) 

Mr. Chow Yuen Liong 

(Non-Independent Executive Director) 

Tan Sri Dato’ Mohd Zuki Bin Kamaluddin 

(Demised on 17 March 2013) 

(Independent Non-Executive Director) 

Mr. Chin Cheong Kee @ Chin Song Kee 


Mr. Chow Wen Chye 

(Non-Independent Non-Executive Director) 

Mr. Teoh Kok Swee @ Michael Teoh 


Mr. Teo Kong Wan 

(Independent Non-Executive Alternate Director) 

Encik Azlan Bin Arshad 

(Ceased on 17 March 2013) 

(Independent Non-Executive Alternate Director) 

Mr. Chow Yuen Kou 

(Appointed on 4 March 2013) 

(Non-Independent Non-Executive Alternate Director) 

Registered Office 

Suite 7E, Level 7, Menara Ansar 

65, Jalan Trus 

80000 Johor Bahru 

Johor Darul Ta’zim 

Tel: 07-2241035 Fax: 07-2210891 

Principal Place of Business 

11, Jalan Tahana 

Kawasan Perindustrian Tampoi 



Tel: 07-2378585 Fax: 07-2378575 


Company Secretaries 

Madam Ang Mui Kiow 

(LS 0001886) 

Madam Tai Yit Chan 

(MAICSA 7009143) 

Share Registrar 

Boardroom Corporate Services (KL) Sdn Bhd 

(3775-X) 

Lot 6.05, Level 6 

KPMG Tower, 8 First Avenue 

Bandar Utama 

47800 Petaling Jaya 

Selangor Darul Ehsan 

Tel: 03-77201188 Fax: 03-77201111 

Auditors 

KPMG 

Chartered Accountants 

Level 14, Menara Ansar 




Tel: 07-2242870 Fax: 07-2248055

Corporate Information (Cont’d) 

Audit Committee 







Remuneration Committee 




(Non-Independent Executive Director) 






Nomination Committee 








Principal Bankers 

United Overseas Bank (Malaysia) Berhad 

RHB Bank Berhad 

Malayan Banking Berhad 

OCBC Bank (Malaysia) Berhad 

HSBC Bank Malaysia Berhad 

AmBank (M) Berhad 

Stock Exchange Listing 

Main Market of 

Bursa Malaysia Securities Berhad 

Sector : Industrial Products 

Stock Name : Tomypak 

Stock Code : 7285 

Website Address 

http://www.tomypak.com.my 



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Profile of Directors 

Tan Sri Dato’ Seri 

Arshad Bin Ayub 

Independent Non-Executive Director 

Chairman of the Board, Audit, 

Remuneration and Nomination Committees 

Malaysian Age: 84 


Tan Sri Dato’ Seri Arshad Bin Ayub is the Chairman and Independent 

Non-Executive Director of the Company since 10 March 1996. The 

following is the list of directorships: 

- Malayan Flour Mills Berhad - Chairman 

- LBI Capital Berhad - Chairman 

- Kulim (M) Berhad - Director 

- Top Glove Corporation Berhad - Director 

Tan Sri also sits on the Board of Directors of several private limited 

companies amongst others, PFM Capital Holdings Sdn Bhd, Land Rover 

(M) Sdn Bhd, Bistari Johor Berhad and Zalaraz Sdn Bhd. 

Tan Sri graduated with a Diploma in Agriculture in 1954 from College 

of Agriculture, Serdang and pursued his Bachelor of Science degree in 

Economics with Statistics at the University College of Wales, Aberystwyth 

in the United Kingdom in 1958 and obtained Diploma in Business 

Administration from IMEDE Lausanne (now IMD), Switzerland in 1964. 

He has a distinguished career in the Malaysian Civil Service. Among 

the top posts he held were First Director, Mara Institute of Technology 

(1965 –1975), Deputy Governor of Bank Negara Malaysia (1975 – 1977), 

Deputy Director-General in the Economic Planning Unit of the Prime 

Minister’s Department (1977 –1978) and Secretary-General in the Ministry 

of Primary Industries (1978), Ministry of Agriculture (1979 – 1981) and 

Ministry of Land and Regional Development (1981 – 1983). Currently, he 

serves as President of the Malaysian Rubber Products Manufacturers 

Association (MRPMA). He is the Pro Chancellor of UiTM, Chancellor of 

KPJ International University College and Chairman of University Malaya 

Board. 

Tan Sri is also appointed as Chairman of the Audit, Remuneration and 

Nomination Committees of the Group. He has no family relationship 

with any Director and/or substantial shareholder of the Group. He has 

no conflict of interest with the group nor convictions of any offences 

within the past 10 years.

Profile of Directors (Cont’d) 


Non-Independent Executive Director 

Managing Director, Remuneration and 

Risk Management Committees Member 

Singaporean Age: 56 

Mr. Teoh Kok Swee 

@ Michael Teoh 


Member of the Audit, Nomination and 

Risk Management Committees 


Mr. Chow Yuen Liong was appointed to the Board of the Company 

since 10 March 1996 as a Managing Director. He has been holding the 

position of Managing Director of its wholly-owned subsidiary, Tomypak 

Berhad, since 1 July 1994. He is one of the founders and a substantial 

shareholder of the Group. Over the past 32 years, he built the Group 

into one of the largest flexible packaging manufacturers in the country. 

He joined Tomypak Sdn. Bhd. as Factory Manager in 1980 and was 

appointed as its Director on 20 July 1987. He was subsequently 

promoted as General Manager in May 1991 until he assumed his 

present position of Managing Director. He is in-charge of the overall 

management of Tomypak and providing overall direction in the day-today 

operations which include his roles in new product development, 

upgrading, modernisation and expansion of the company’s machinery 

and facilities. 

Mr. Chow Yuen Liong and his father, Mr. Chow Wen Chye, are directors 

and substantial shareholders of the Group. Mr. Chow Yuen Liong is the 

sibling of Mr. Chow Yuen Kou. Mr. Chow Yuen Liong is a member of the 

Remuneration and Risk Management Committees of the Group since 

2 August 2001 and 27 February 2003 respectively. He has no conflict 

of interest with the Group nor convictions of any offences within the 

past 10 years. 

Mr. Teoh Kok Swee @ Michael Teoh was appointed an Independent and 

Non-Executive Director of the Company since 10 March 1996. He is an 

Advocate and Solicitor by profession and is currently in legal practice 

as a managing partner in Messrs Michael Teoh, Balan & Ida Zura based 

in Johor Bahru. 

He was trained as an Agricultural Science teacher in Maktab Perguruan 

Temenggong Ibrahim, Johor Bahru from 1965 to 1966. He taught 

Agricultural Science in various secondary schools from 1967 to 1979 

before leaving for the University of Buckingham in 1980 to read law. 

He graduated with Honours from the University of Buckingham, United 

Kingdom in 1981 and qualified as a Barrister-at-Law (Lincoln’s Inn) in 

1983. 

Mr. Michael Teoh has been a member of the Audit Committee of the 

Group since 16 March 1996, a member of the Nomination and Risk 

Management Committees of the Group since 2 August 2001 and 27 

February 2003 respectively. He has no family relationship with any 

Director and/or substantial shareholder of the Group. There is no conflict 

of interest in respect of his involvement with the Group and he has not 

been convicted of any offences within the past 10 years. 



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Mr. Chin Cheong Kee 

@ Chin Song Kee 


Member of the Audit, Remuneration and 

Risk Management Committees 


Mr. Chow Wen Chye 

Non-Independent Non-Executive Director 



Mr. Chin Cheong Kee @ Chin Song Kee was appointed as an Independent 

Non-Executive Director of the Company and a member of the Audit 

Committees since 13 February 2009. Mr. Chin was also appointed as 

a member of the Remuneration Committees of the Group since 22 

February 2013. 

His working career began in 1974 where-upon he spent six years in three 

international accounting firms as audit senior /supervisor. Thereafter, he 

moved on to various industries where he held several senior positions 

in general management and senior financial management field. Overall, 

he had acquired over 2 decades of experience in the functions of 

accounting, auditing, treasury, taxation, risk management, corporate 

finance and company secretarial work in diverse industries. Among 

the companies he worked for included listed companies and multinational 

conglomerate which involved in the various businesses with 

establishments spread over in Asia, Europe, Africa and United States. 

Mr. Chin qualified as a Fellow member of the Association of Chartered 

Certified Accountants, United Kingdom, an Associate member of the 

Institute of Certified Public Accountants of Singapore and a Chartered 

Accountant of the Malaysian Institute of Accountants. He also graduated 

with the professional examinations of the Institute of Chartered 

Secretaries of Administrators, United Kingdom. 

He has no family relationship with any Director and/or substantial 

shareholder of the group. He has no conflict of interest with the group 

nor convictions of any offences within the past 10 years. 

Mr. Chow Wen Chye was appointed as a Non-Independent Non-Executive 

Director of the Company on 15 May 2001. He is an entrepreneur with 

more than 50 years vast exposure and extensive experience and 

knowledge in the flexible packaging industry. 

He is the founder of Ngai Mee Press, Singapore in 1955 which was 

subsequently converted into Ngai Mee Packaging Industries (S) Pte. 

Ltd. In 1968. He was the Executive Chairman of Ngai Mee group of 

companies, one of the leading manufacturers of high-quality flexible 

laminated packaging materials in Singapore, since its inception in 1968 

until he retired in 1995. 

Mr. Chow Wen Chye and his son, Mr. Chow Yuen Liong, are directors 

and substantial shareholders of the Group. He has no conflict of interest 

with the Group nor convictions of any offences within the past 10 years.


Mr. Teo Kong Wan 

Independent Non-Executive Alternate Director 

Risk Management Committees Member 


Mr. Chow Yuen Kou 

Non-Independent Non-Executive 

Alternate Director 


Mr. Teo Kong Wan was appointed as an Independent Non-Executive 

Alternate Director to the Chairman of the Company, Tan Sri Dato’ Seri 

Arshad Bin Ayub since 10 March 1996. 

He graduated from the University of Malaya in 1983 with a degree in 

Bachelor of Engineering (Mechanical). He passed his Malaysian Futures 

and Options Registered Representative (MFORR) examination in 1997 

and secured his Capital Markets and Services Representative’s License 

in 2004. His extensive 28 years of working experience is focused in the 

finance, banking, investment and trading industry. He was a Project/ 

Loan Supervision Officer with Malaysian Industrial Development 

Finance Berhad (MIDF) from 1984 to 1991. He left MIDF and joined 

PFM Capital Sdn. Bhd. (a member of PNB Group of Companies) in 

1991 as a Corporate Planning Officer. In PFM Capital Sdn Bhd, he was 

involved in the economic and stock market research; company analysis 

and evaluation; and portfolio and private equities management. He was 

the Quality Management Representative responsible for the company’s 

ISO9001:2000 certification. Currently, he is the Senior Manager of Market 

Investment Division in PFM Capital Sdn Bhd. 

Mr. Teo has no family relationship with any Director and/or major 

shareholder of the Group. He has no conflict of interest with the group 

nor convictions for any offences within the past 10 years. 

Mr. Chow Yuen Kou was appointed as a Non-Independent Non-Executive 

Alternate Director to Mr. Chow Wen Chye since 4 March 2013. He is 

currently a retiree. He held an executive position with more than 30 

years vast exposure, extensive experience and knowledge in the flexible 

packaging industry. 

Mr. Chow Yuen Kou joined Ngai Mee Packaging Industries (S) Pte Ltd in 

1980 as a Production Executive. He was subsequently held the position 

of Sales Manager responsible for the products and markets development. 

In 1992, he was promoted to General Manager. 

In 1995, he set up and managed a new factory called Vimee Packaging 

Co in Ho Chi Minh, Vietnam. Thereafter, he was appointed as a General 

Director. In 1997, Vimee Packaging Co was relocated to Song Than 

Industrial Park. He was in charged of the overall management of this 

company. Thereafter the company was renamed to Ngai Mee Packaging 

Industrial (VN) Co. Ltd. 

Mr. Chow Yuen Kou is the son of Mr. Chow Wen Chye who is a director 

and substantial shareholder of the Group. Mr. Chow Yuen Kou is also 

the sibling of Mr. Chow Yuen Liong who is a director and substantial 

shareholder of the Group. He has no conflict of interest with the Group 

nor convictions of any offences within the past 10 years. 



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Audit Committee Report 

The Board is pleased to present the Audit Committee Report for the financial year ended 31 December 2012. 

Members of Audit Committee 

The Audit Committee was established by the Board on 15 March 1996. The Audit Committee comprises three (3) 

members who are independent non-executive directors. 

Chairman 

Tan Sri Dato’ Seri Arshad Bin Ayub (Chairman, Independent Non-Executive Director) 

Members 

Mr. Teoh Kok Swee @ Michael Teoh (Independent Non-Executive Director) 

Mr. Chin Cheong Kee @ Chin Song Kee (Independent Non-Executive Director) 

Terms of Reference 

The terms of reference of the Audit Committee are as follows: 

1. Objectives of the Committee 

The objective of the Audit Committee is to assist the Board of Directors in meeting its responsibilities relating 

to accounting and reporting practices of the Company and its subsidiary company. 

In addition, the Audit Committee shall:- 

a) Oversee and appraise the quality of the audits conducted both by the Company’s internal and external 

auditors; 

b) Maintain open lines of communication between the Board of Directors, the internal auditors and the 

external auditors for the exchange of views and information, as well as to confirm their respective 

authority and responsibilities; and 

c) Assess the Group’s processes relating to its risks and control environment. 

2. Composition 

The Audit Committee shall be appointed by the Directors from among their number (pursuant to a resolution 

of the Board of Directors) which fulfils the following requirements:- 

a) the Audit Committee must be composed of no fewer than 3 members; 

b) all committee members must be non-executive directors with a majority of them must be independent 

directors; and 


Audit Committee Report (Cont’d) 

c) at least one member of the Audit Committee:- 

i) must be a member of the Malaysian Institute of Accountants; or 

ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years’ 

working experience and:- 

• he must have passed the examinations specified in Part 1 of the 1st Schedule of the 

Accountants Act, 1967; or 

• he must be a member of one of the associations of accountants specified in Part II of the 

1st Schedule of the Accountants Act, 1967, or 

iii) fulfils such other requirements as prescribed or approved by the Exchange. 

The members of the Audit Committee shall elect a Chairman from among their number who shall be an 

independent director. 

In the event of any vacancy in the Audit Committee resulting in the non-compliance of item 2 (a) to (c) above, 

the vacancy must be filled within 3 months of that event. 

The Board of Directors must review the term of office and performance of the Audit Committee and each of 

its members at least once in every 3 years to determine whether the Audit Committee and members have 

carried out their duties in accordance with the terms of reference. 

3. Functions 

The functions of the Audit Committee are as follows:- 

a) to review the following and report the same to the Board of Directors:- 

i) with the external auditors, the audit plan; 

ii) with the external auditors, his evaluation of the system of internal controls; 

iii) with the external auditors, the audit report; 

iv) the assistance given by the Company’s employees to the external auditors; and 

v) any related party transaction and conflict of interest situation that may arise within the Company 

or Group including any transaction, procedure or course of conduct that raises questions of 

management integrity. 

b) to consider the appointment of the external auditors, the audit fee and any questions of resignation or 

dismissal; 

c) to discuss with the external auditors before the audit commences, the nature and scope of the audit, 

and ensure co-ordination where more than one audit firm is involved; 



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d) to review the quarterly results and year-end financial statements of the company and its subsidiary, 

focusing particularly on:- 

• Any changes in accounting policies and practices; 

• Significant adjustments arising from the audit; 

• The going concern assumption; and 

• Compliance with accounting standards and other legal requirements; 

e) to discuss problems and reservations arising from the interim and final audits, and any matter the 

auditors may wish to discuss (in the absence of management where necessary); 

f) to review the external auditor’s management letter and management’s response; 

g) to do the following:- 

• Review the adequacy of the scope, functions, competency and resources of the internal audit 

functions, and that it has the necessary authority to carry out its work; 

• Review the internal audit programme, and results of the internal audit process and where necessary, 

ensure that appropriate action is taken on the recommendations of the internal audit function; 

• Review the appointment and performance of a firm of qualified professionals as the Group’s internal 

auditors as well as their independence and objectivity in fulfilling the internal audit function; 

• Consider the nomination and to review any letter of resignation of the Group’s internal auditors; 

• Review the state of internal control of the various operating units within the Group and the extent 

of compliance of the units with the Group’s established policies and procedures as well as relevant 

statutory requirements. 

h) to consider the major findings of internal investigations and management’s response; and 

i) to consider other areas as defined by the Board. 

4. Rights of the Audit Committee 

The Audit Committee shall, wherever necessary and reasonable for the Company to perform its duties, in 

accordance with a procedure to be determined by the Board of Directors and at the cost of the Company:- 

a) have authority to investigate any matter within its terms of reference; 

b) have the resources which are required to perform its duties; 

c) have full and unrestricted access to any information pertaining to the Group; 

d) have direct communication channels with the internal and external auditors and person(s) carrying out 

the internal audit function or activity; 

e) be able to obtain independent professional or other advice it considers necessary at the expense of 

the Company; and 

f) be able to convene meetings with the external auditors, the internal auditors or both, excluding the 

attendance of other directors and employees of the Company, whenever deemed necessary. 



5. Meetings 

The Audit Committee shall meet at least 4 times a year and such additional meetings as the Chairman shall 

decide in order to fulfill its duties. 

In addition, the Chairman may call a meeting of the Audit Committee if a request is made by any Committee 

member, the Company’s Chief Executive, or the internal or external auditors. 

The Company Secretary or other appropriate senior official shall act as secretary of the Audit Committee and 

shall be responsible, in conjunction with the Chairman, for drawing up the agenda and circulating it, supported 

by explanatory documentation to Committee members prior to each meeting. 

The Secretary shall also be responsible for keeping the minutes of meetings of the Audit Committee, and 

circulating them to the Committee members and to other members of the Board of Directors. 

A quorum shall consist of a majority of independent directors. 

By invitation of the Audit Committee, the Company must ensure that other directors and employees attend 

any particular Audit Committee meeting, specific to the relevant meeting. 

The Audit Committee held a total of four (4) meetings during the financial year ended 31 December 2012 with 

the external auditors in one of the meetings. The detail attendance of the Audit Committee members are as 

follows: 


(Chairman) 

Meetings Attended (out of 4) 

Independent Non-Executive Director 4/4 

Mr. Teoh Kok Swee @ Michael Teoh Independent Non-Executive Director 4/4 

Mr. Chin Cheong Kee @ Chin Song Kee Independent Non-Executive Director 4/4 

Activities of the Audit Committee 

The following activities were undertaken by the Audit Committee during the financial year under review:- 

(i) reviewed the quarterly unaudited financial results and announcements for the financial quarters ended 31 

December 2011, 31 March 2012, 30 June 2012 and 30 September 2012 prior to presentation to the Board 

of Directors for approval; 

(ii) reviewed the annual report and the draft audited financial statements of the Group for the year ended 31 

December 2011 prior to submission to the Board for their consideration and approval; 

(iii) reviewed the external Auditors’ reports for financial year ended 31 December 2012 in relation to audit and 

accounting issues arising from the audit and updates of new development on accounting standards issued 

by the Malaysian Accounting Standard Board; 



▲


▲ 


(iv) consideration and recommendation to the Board for approval of the audit fees payable to the external auditors; 

(v) reviewed related party transaction and conflict of interest situation that arose within the Company or the 

Group; 

(vi) reviewed the internal audit reports, which highlighted the audit issues, recommendations and management’s 

response. Discussed with management actions taken to improve the system of internal control based on 

improvement opportunities identified in the internal audit reports; 

(vii) recommended to the Board improvement opportunities in risk management, internal control and governance 

processes; 

(viii) in respect of the quarterly and year end financial statements, reviewed the Group’s compliance with the Listing 

Requirements of the Bursa Malaysia, MASB and other relevant legal and regulatory requirements; and 

(ix) reviewed the allocation of options during the financial year under the Company’s Employee Share Option 

Scheme (“ESOS”) to ensure compliance in accordance to the By-laws of the Company’s ESOS. 

Internal Audit Function 

The Group does not have any internal audit department. In March 2002, the Group has engaged an external 

professional firm as its internal auditors to develop a sound system of internal control and an ongoing process 

for identifying, evaluating and managing significant risks that may be faced by the Group. This professional firm 

has performed the functions of the internal audit of the Group on a periodic basis for the financial year ended 31 

December 2012 to provide independent and objective reports on the organisation’s management, records, accounting 

policies and controls to the Audit Committee and the Board. 

The role of the internal audit function is totally independent and not related to the Group’s external auditors. The 

internal audits will include evaluation of the processes by which significant risks are identified, assessed and 

managed and ensuring that instituted controls are appropriate and effectively applied and the risk exposures are 

consistent with the Company’s risk management policy. 

The amount of internal audit fees paid to internal auditors by the Group for the financial year ended 31 December 

2012 amounted to RM 36,000. 


Five Years’ Financial Highlights 

and Financial Indicators 

Year Ended 31 December 2008 2009 2010 2011 2012 

Results (RM’000) 

Revenue 182,838 159,078 184,258 212,413 216,724 

Profit from operations 10,467 22,166 18,673 14,934 24,300 

Profit before taxation 7,933 20,759 17,565 14,054 23,233 

Net profit for the financial year 7,625 20,024 15,852 11,404 17,252 

Statement of 

financial position (RM’000) 

Shareholders’ equity 58,694 77,167 88,696 94,111 103,780 

Total borrowings 43,475 17,860 22,461 17,370 21,646 

Total assets 125,775 128,475 146,224 143,202 163,870 

Ratio 

Earnings per share (sen) 7.62 18.69 14.65 10.48 15.81 

Interest cover (times) 4.13 15.75 16.85 16.97 22.77 

Return on Equity 12.99% 25.95% 17.87% 12.12% 16.62% 

Return on total assets 8.32% 17.25% 12.77% 10.43% 14.83% 

Gearing 0.74 0.23 0.25 0.18 0.21 

Net assets per share (RM) 0.59 0.72 0.82 0.86 0.95 



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Chairman’s Statement 

Dear Valued Shareholders, 

On behalf of the Board of Directors of Tomypak 

Holdings Berhad, I am indeed pleased to present 

the Annual Report, incorporating the Financial 

Statements of the Group and the Company, for the 

financial year ended 31 December 2012. 

Business Overview 

The year of 2012 was a very challenging 

year for the Group. The global macro 

economic conditions remained soft due 

primarily to the ongoing sovereign debt 

crisis in the Eurozone, the slow growth and 

high unemployment in the United States. 

Nonetheless, I am pleased to report that 

despite the challenging and tough operating 

global environment, the Group delivered 

another set of solid results for the financial 

year 2012. 

Financial Performance 

The Group achieved a new record-high 

revenue of RM216.72 million compared to 

RM212.41 million achieved in the previous 

financial year, slightly 2% growth, driven by 

domestic sales. The new record-high profit 

before tax of RM23.23 million, increased 

65% from the previous financial year of 

RM14.06 million, mainly contributed by 

better sales mix, lower production costs and 

improved efficiency. The Group registered 

a net profit after tax of RM17.25 million 

compared to RM11.40 million achieved in 

the preceding financial year, a net increase 

of 51%. Correspondingly, our basic earnings 

per share rose to 15.81 sen from 10.48 sen. 


The Group remained strong in its financial 

position with Shareholders’ Funds increased 

to RM103.78 million or RM0.95 per share 

from RM94.11 million or RM0.86 per share 

in the previous financial year. Although the 

Group’s borrowings rose from RM17.37 

million previously to RM21.65 million 

due to capital expenditure requirements, 

financial position remained healthy with a 

manageable gearing ratio (debt to equity) 

of 21%. 

Dividends 

As in the past, the Group endeavours to 

maintain a dividend payout quantum that 

is commensurate with the Group’s financial 

performance. The Group continues to 

demonstrate the objective of providing 

steady return to the shareholders by paying 

quarterly interim dividends. The Group 

announced a total tax exempt dividend 

payout of 7.5 sen per share amounting to 

RM8.18 million, representing a 29% growth 

over 2011 with consistently high payout of 

earnings.

Chairman’s Statement (Cont’d) 

The Group has adopted a dividend policy 

of distributing at least 40% of the Group’s 

annual net profit to shareholders. In 

addition, the Group endeavours that the 

dividend will continue to be paid on a 

quarterly basis. 

The adoption of the dividend policy indicates 

the Group’s maturity as a public-listed entity, 

as well as the Board’s confidence in the 

Group’s financial prospects. This dividend 

policy also enables the shareholders to 

participate in the growth and profits of the 

Group and serves to reward its supportive 

and long term shareholders. 

Review of Operations 

During the financial year 2012, further 

improvements on its existing production 

capacities through investments in up 

to-date machinery continue to become 

the catalyst for the Group’s enhanced 

productivity, operational efficiency and 

quality of products. 

The implementation of these has placed 

the Group in firmer ground for increased 

revenue and earnings. 

Corporate Governance 

The Group is driven by the commitment of 

its Board of Directors and Management to 

achieve the optimal governance framework 

set out in the Malaysian Code on Corporate 

Governance to protect the interests of all 

stakeholders and enhance the Group’s 

financial performance. The Group has 

implemented a sound system of internal 

control within its daily operations to ensure 

the Group’s long term sustainable growth. 

Corporate Social Responsibility 

As a socially responsible corporate, the 

Group undertook various efforts to plan, 

organise and promote social welfare 

activities that benefited the community, 

the environment, our employees and other 

stakeholders. These include implementing 

environmental awareness in our business 

operations, as well as monitoring air, noise, 

chemical conservation so as to reduce the 

impact of pollution and to ensure a more 

comfortable working environment for our 

employees. 

Outlook and Prospect 

Going forward, the global and regional 

economic outlook is expected to be 

challenging and uncertain. Malaysia being 

an open economy, the economic growth 

will largely hinge on the global economic 

momentum. The slower growth in the 

United States and Eurozone, the volatile 

commodity and crude oil prices will weigh 

on Malaysia’s economic performance. 

Raw materials of flexible packaging industry 

are mainly derivates of crude oil. Prices for 

these raw materials depend mainly on crude 

oil prices and industry demand-supply 

conditions. The industries in Malaysia 

will face another challenge in managing 

manpower cost taking into consideration the 

effects of the minimum wage requirements. 

Despite the more challenging business 

environment, the Group is consistently 

focused on its core defensive and resilient 

business. Around 90% of the Group’s 

revenue derived from the recession-resilient 

food and beverage sector. Being a necessity 

item especially in food and beverage 

industry, we believe the demand for flexible 

packing will remain strong. 



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Chairman’s Statement (Cont’d) 

Further to that, the Group has been 

working aggressively to further improve the 

production efficiencies through modifications 

of production lines and investment on newer 

and modern production machineries. The 

Group has been implementing stringent cost 

and quality controls to reduce the impact 

from the increased costs in raw materials 

and wages. 

The Group is continuously strengthening our 

business position in the flexible packaging 

industry through market development 

and increase in customers. We remain 

committed to deliver another year of 

favourable profit and value growth. 

Acknowledgement 

On behalf of the Board of Directors, I would 

like to share my heartfelt condolence on 

the demise of Tan Sri Dato’ Mohd Zuki 

Bin Kamaluddin. Tan Sri’s invaluable 

contribution to the Group since 1996 will 

not be forgotten. 

I would like to take this opportunity to 

express my sincere appreciation to all 

our loyal customers, suppliers, financial 

institutions, authorities, business partners 

and shareholders for their unending reserve 

of trust and commitment and confidence 

given to the Group. 


I would also like to thank the Management 

team and staff for their contribution and 

loyalty in building the Group’s business. 

Lastly, I extend my sincere appreciation to 

the Board of Directors for their counsel and 

advice throughout the year. 

Thank you. 


Chairman 

April 2013

Corporate Governance Statement 

Introduction 

The Board of Directors of Tomypak Holdings Berhad fully subscribes to the principles and best practices on 

structures and processes that companies may use in their operations towards achieving the optimal governance 

framework set out in the Malaysian Code on Corporate Governance 2012 (the Code). It believes that good corporate 

governance would result in sustainable long term growth, safeguard the interests of all stakeholders, enhance 

shareholders’ value and the Company’s financial performance. The Board is pleased to report on the application 

by the Group of the principles of the Code and the extent of compliance with the best practices of the Code during 

the year under review: 

Board of Directors 

Board Responsibility 

The Board is fully responsible for the overall performance of the Group. It also focuses mainly on oversee the 

performance of management, critical and material business issues and specific areas such as risk management, 

internal control, investor relations and shareholders’ communication. It also reviews and adopting strategic plans 

for the Group, succession planning, including appointing, training and fixing the compensation. 

The executive directors are directly involved in managing the Group’s business and resources. With their vast 

knowledge and extensive experience in the industry, they give added strength to the leadership, and have contributed 

immensely to the Group’s growth. 

The independent non-executive directors are actively involved in various Board committees and contribute 

significantly in areas such as performance monitoring and enhancement of corporate governance and controls. 

They provide a broader view and a check and balance for the executive directors. 

The Board has delegated certain responsibilities to the Board Committees with clearly defined terms of reference. 

This Board Committees include Audit Committee, Nomination Committee, Remuneration Committee and Risk 

Management Committee. 

Board Composition and Balance 

The Board comprises seven (7) members (including two (2) alternate) of whom six (6) are non-executive directors and 

one (1) is executive director. Four (4) of the seven (7) directors are independent directors. The Board’s composition 

complies with the Listing Requirements which require one-third (1/3) of the Board members to be independent 

directors to reflect fairly the interests of the minority shareholders of the Company. 

The directors bring together a wide and diversified range of business, corporate, legal, financial and technical skills 

and experience. This balanced mix enables effective discharge of the Board’s responsibility in spearheading the 

Group’s growth and future direction. The profile of each director is presented on page 10 to page 13 of this Annual 

Report. 

Appointment and Re-election of Directors 

In accordance with the Company’s Memorandum and Articles of Association, which is in compliance with Chapter 

7 of the Listing Requirements, one-third (1/3) of the Directors (including the Managing Director) for the time being 

or the number nearest to one-third (1/3) shall retire from office at each Annual General Meeting so that all Directors 

shall retire from office once at least in each three years but shall be eligible for re-election. 

Directors who are over seventy (70) years of age are required to offer themselves for re-election annually in accordance 

with Section 129(6) of the Companies Act, 1965. 



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Corporate Governance Statement (Cont’d) 

Board Meetings and Supply of Information 

The Board convenes at least four quarterly scheduled meetings annually with additional meetings convened for 

urgent and important matters as and when necessary. 

For the financial year ended 31 December 2012, the Board met on five (5) occasions. The attendances of each 

Director in office are set out below:- 


(Chairman) 


(Group Managing Director) 

Tan Sri Dato’ Mohd. Zuki Bin Kamaluddin 

(demised on 17 March 2013) 

Meetings Attended (out of 5) 


Non-Independent Executive Director 5/5 


Mr. Chow Wen Chye Non-Independent Non-Executive Director 4/5 

Mr. Teoh Kok Swee @ Michael Teoh Independent Non-Executive Director 5/5 

Mr. Chin Cheong Kee @ Chin Song Kee Independent Non-Executive Director 5/5 

Mr. Teo Kong Wan (Alternate Director to 

Tan Sri Dato’ Seri Arshad Bin Ayub) 

Encik Azlan Bin Arshad (Alternate Director to 

Tan Sri Dato’ Mohd. Zuki Bin Kamaluddin) 

(ceased on 17 March 2013) 

Independent Non-Executive Alternate Director 5/5 

Independent Non-Executive Alternate Director 4/5 

All the Directors have complied with the minimum 50% attendance requirement at Board meetings as stipulated by 

the Listing Requirements. Minutes of meetings of the various Committees within the Group are tabled to the Board 

for notation. Key matters such as the Group’s business strategies, Group’s interim and annual results, material 

contracts, major capital expenditure, budgets, major investments, corporate policies and procedures are reserved 

for the Board’s deliberation and decision. Agenda and a full set of Board papers are circulated to all the Directors 

prior to the Board meetings so as to give directors time to consider and deliberate on the issues to be raised at 

Board meetings. 

The Board has the services of qualified and competent Company Secretaries who are provides support to the Board 

for ensuring that all Board procedures are followed and that applicable laws and regulations are complied with. 

These include obligations on directors relating to disclosure of interests and disclosure of any conflict of interests 

in transactions with the Group. 

Besides Company Secretaries, directors have access to the financial and operation officers as well as the internal 

auditors of the Group. Where necessary, Board members are also entitled to seek independent professional advices 

on specialized issues at the Group’s expense to enable them to discharge their duties with full knowledge of the 

cause and effect. 



Directors’ Training 

Save and except for Mr. Chow Yuen Kou who was appointed as Non-Independent Non-Executive Alternate Director 

in March 2013, all the Directors have attended the Mandatory Accreditation Programme (‘MAP’) conducted by the 

Bursa Malaysia Training Sdn Bhd. Mr. Chow Yuen Kou will attend the MAP before July 2013. 

The Board acknowledges the amendments to Bursa Malaysia Listing Requirements to assume the onus of determining 

or overseeing the training needs of their Directors. The Directors will continue to attend relevant seminars and 

courses to stay abreast with the various issues arising from the ever-changing business environment, regulatory 

and corporate governance developments to enhance their professionalism and knowledge to effectively discharge 

their duties and obligations. 

Save and except for Mr. Chow Yuen Kou, all the directors have attended training programs during the year. The 

trainings attended by the Directors, collectively or individually were as follows:- 

• Impact of Amendments to Listing Requirements and Malaysian Code on Corporate Governance 

• The Audit Committee’s Oversight Role on Financial Reporting 

• Role of Corporate Governance in Growing Economies 

• Root Cause Analysis 

• HACCP Awareness 

• Economic Growth and Environment Sustainability: Some Key Challenges For Asian Governments 

• Malaysian Code on Corporate Governance 2012 

• Balanced Leadership for 21st Century 

• Integrated Policies for Environmental Resilience and Sustainability 

• Asia Pacific Independent Director Conference 

• PNB Group Quality Initiatives 2012 

Board Committees 

The following committees were established to assist the Board in the discharge of its duties. Each committee 

operates under approved terms of reference. 

Audit Committee 

The Audit Committee has been in place since 15 March 1996 and takes the overall responsibility to ensure compliance 

of accounting policy, reliability of financial statements and audit findings. The Audit Committee should have policies 

and procedures to access the suitability and independence of external auditors. The composition, terms of reference 

and activities of the Committee are set on page 14 to page 18 of this Annual Report. 



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Nomination Committee 

The Nomination Committee was established on 2 August 2001 and takes the overall responsibility of identifying and 

selecting suitable candidates for the Board as well as reviewing the structure, size and composition of the Board. 

The Nomination Committee comprised the following members during the year: 

Chairman 


Members 


Tan Sri Dato’ Mohd Zuki Bin Kamaluddin (Independent Non-Executive Director) 


The terms of reference and activities of the Committee are set out below: 


The functions of the Committee shall be as follows: 

(i) to review the structure, size and composition of the Board, and make recommendations to the Board with 

regard to any adjustments that are deemed necessary; 

(ii) to identify and nominate candidates for the approval of the Board to fill Board vacancies; 

(iii) to ensure a mix of skills and experience and other qualities and competencies which non-executive directors 

should bring to the Board and to assess the effectiveness of the Board, Committees of the Board and 

contributions of Directors of the Board; 

(iv) to recommend to the Board for the continuation or termination of service of the Managing Director and other 

Directors; 

(v) to recommend to the Board for the continuation or termination of service of any Director who has reached 

the age of 70; 

(vi) to recommend Directors who are retiring by rotation to be put forward for re-election; and 

(vii) to recommend to the Board the employment of adviser or consultant to enable the Board to fulfill its 

responsibilities. 

During the year under review, the main activity of the Nomination Committee included recommendation to the 

Board for the continuation of service of the directors who are retiring by rotation as well as the directors who have 

reached the age of 70. 

Due to the demise of Tan Sri Dato’ Mohd Zuki Bin Kamaluddin, the Board is in the progress to nominate a new 

member of Nomination Committee. 



Remuneration Committee 

The Remuneration Committee was established on 2 August 2001 and takes the overall responsibility of reviewing 

the remuneration packages of the Managing Director, directors and senior executives of the Group. 

The members of the Remuneration Committee during the year were:- 

Chairman 


Members 

Mr. Chow Yuen Liong (Non-Independent Executive Director) 


(appointed on 22 February 2013) 

Tan Sri Dato’ Mohd Zuki Bin Kamaluddin (Independent Non-Executive Director) 


The Committee consists majority of independent non-executive directors. 

The terms of reference and activities of the Committee are set out below: 



(i) to determine and agree with the Board the framework or broad policy for the remuneration of the Group’s 

Managing Director, executive and non-executive directors and other senior executives of the Group; 

(ii) to determine and recommend to the Board any performance related pay schemes for the Group; 

(iii) to determine the policy and scope of service agreements for the executives and non-executives, termination 

payments and compensation commitments; 

(iv) to oversee any major changes in employee remuneration and benefit structures throughout the Group; and 

(v) to recommend to the Board the appointment of the services of advisers or consultants as it deems necessary 

to fulfill its responsibilities. 

During the year under review, the main activities of the Remuneration Committee included: 

i) review and determine the broad policy for the remuneration of Group’s Managing Director, executive and 

non-executive directors and other senior executives of the Group; and 

ii) review and determine the policy and scope of service agreements and major changes in employee remuneration. 



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Directors’ Remuneration 

The remuneration of the Directors is determined at levels so as to enable the Group to attract and retain the Directors 

with relevant experience and expertise to assist in managing the Group effectively. The Executive Directors receive 

remuneration which is determined on their level of responsibilities, skills, experience and performance. The Non- 

Executive Directors receive fees for their services rendered which are subject to the shareholders’ approval at the 

forthcoming Annual General Meeting (AGM) before payment is made. 

Details of Directors’ remuneration for the financial year ended 31 December 2012, distinguishing between Executive 

and Non-Executive Directors in aggregate, are as follows:- 

Salaries 

RM’000 

Allowances 

RM’000 

Fees 

RM’000 

Bonuses 

RM’000 

Benefits in 

Kind 

RM’000 

Total 

RM’000 

Executive Directors 816 3 102 826 99 1,846 

Non-Executive Directors 

(including Alternate) 

NIL 81 743 NIL 59 883 

The number of Directors whose remuneration falls into each successive band of RM50,000.00 for the financial year 

ended 31 December 2012 are set out below: 

Range of Remuneration Executive Directors 

Non-Executive Directors 

(Including alternate) 

RM50,000 and below NIL NIL 

RM50,001 to RM100,000 NIL 2 

RM100,001 to RM150,000 NIL 4 

RM150,001 to RM200,000 NIL 1 

RM1,800,001 to RM1,850,000 1 NIL 


1 7


Risk Management Committee 

The Risk Management Committee was established on 27 February 2003 and takes the overall responsibility of 

developing, evaluating and monitoring risk policies, procedures and controls. The composition, terms of reference 

and activities of the committee are set out below: 

The Risk Management Committee comprised the following members during the year: 

Chairman 


Members 

Mr. Chow Yuen Liong (Non-Independent Executive Director) 


Mr. Chow Yoon Kok (Executive Director of Tomypak Berhad) 

Mr. Liew Chek Leong (Executive Director of Tomypak Berhad) 

Mr. Teo Kong Wan (Independent Non-Executive Alternate Director) 



(i) to investigate and assess prevailing state of internal and external risk control already in place in the Company; 

(ii) extract, encourage or assist members of staff to highlight and propose ways to overcome identified risks; 

(iii) where necessary, provide assistance and advice to the Company on reasonable ways to overcome, lessen 

or limit unavoidable risks; 

(iv) to bring to the notice of the Board of Directors any situation, transaction, procedure or conduct that raises 

questions of negligence; 

(v) to ensure coordination where participation of more than one department of the Company is required to avoid 

or lessen a prevailing risk; 

(vi) to review reports from the 4 major departments of the Company namely Administration, Finance, Operation 

and Marketing relating to 

(a) risk identification; 

(b) steps taken to avoid/lessen risk; 

(c) damage control (emergency plan) i.e. steps in place or to be taken in the event existing preventive 

measures fail; 

(d) monitoring the risks and control continuously 

(vii) to communicate the process and the results to all employees with the Company; 

(viii) to provide training in risk management to all employees to enhance greater understanding and facilitate 

informed decision making. 

During the year under review, two (2) half-yearly meetings were held by the Risk Management Committee to review 

and update the Risk Assessment Report, Detailed Risk Register and Risk Management Policy and Procedure. The 

Group has taken steps to ensure that the risks are identified and managed properly. 



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Investor Relations and Shareholder Communication 

The Group strives to provide its shareholders and investors with an overview of the Group’s performance and 

operations by the timely release of financial results announcement through the Bursa Malaysia Securities Berhad 

on a quarterly basis. It adheres strictly to the mandatory reporting and public announcements of the Group’s 

quarterly results to the Bursa Malaysia Securities Berhad. The AGM of the Group also represents the principal 

forum for dialogue and interaction with all shareholders. Shareholders are notified of the meeting and provided with 

a copy of the Company’s Annual Report at least 21 days before the date of the meeting. At each AGM, the Board 

presents the performance of the Group’s business and encourages shareholders to participate in the question and 

answer session. The Chairman and other directors as well as the auditors are present to answer questions raised 

by shareholders at the AGM. Status of all resolutions proposed at the AGM are announced to Bursa Malaysia 

Securities Berhad at the end of the meeting day. 

Accountability and Audit 

Financial Reporting 

The Board aims to present a balanced and understandable assessment of the Group’s performance and prospects 

when presenting the annual audited financial statements and quarterly announcement of results to its shareholders 

as well as the Chairman’s statement and review of operations in the Annual Report. The Audit Committee assists 

the Board to oversee the Group’s financial reporting processes and the quality of its financial reporting, to ensure 

the completeness, accuracy and adequacy. A Statement of Directors’ responsibilities in preparing the financial 

statements is set out on page 44 of this Annual Report. 

Risk Management and Internal Control 

The Statement on Risk Management and Internal Control set out on page 34 to page 36 of this Annual Report 

provides an overview of the state of risk management and internal control within the Group. 

Relationship with the Auditors 

The Company has always maintained a close and transparent relationship with its auditors through the Audit 

Committee in seeking professional advice and ensuring compliance with the accounting standards in Malaysia. The 

role of the Audit Committee in relation with the internal and external auditors is described in the Audit Committee 

Report. 

Material Contracts 

There were no material contracts entered into by the Company or its subsidiary during the year which involve the 

Directors’ and substantial shareholders’ interests. 



Compliance Statement 

The Board of Directors has to the best of its ability and knowledge complied with the Best Practices of Corporate 

Governance set out in Part 2 of the Code during the financial year under review, save and except for the following:- 

(a) Directors’ Remuneration 

The Board has considered disclosure of details of the remuneration of each individual Director and is of the 

view that the transparency and accountability aspects of corporate governance as applicable to Directors’ 

Remuneration are appropriately served by the “band disclosure” as required by the Listing Requirements of 

the Bursa Malaysia. 

(b) Senior Independent Non-Executive Director 

Currently, the Board does not consider it necessary to nominate a Senior Independent Non-Executive Director 

to whom concerns may be conveyed as the Group has created email address at investor@tomypak.com.my 

where the shareholders or other parties may raise any queries or concerns pertaining to the Group. Such 

queries will be reviewed and addressed by the Board accordingly. 

(c) The Group is mindful of the recommendations as set out in the Code and is in the midst of taking necessary 

steps to adopt such recommendations or to establish alternative approach if certain recommendations are 

not relevant to the Group. 

Non-Audit Fees 

The amount of non-audit fees paid to external auditors by the Group for the financial year ended 31 December 

2012 amounted to RM19,000. 

Share Buy-Back 

Details of share repurchased during the financial year ended 31 December 2012 are as follows:- 

Month 

Number 

of shares 

repurchased 

Lowest 

price paid 

RM 

Highest 

price paid 

RM 

Average 

price paid 

RM 

Total 

consideration 

paid* 

RM 

April 16,100 0.940 0.965 0.957 15,408.09 

May 2,900 0.930 0.930 0.941 2,728.81 

Total 19,000 18,136.90 

Note: *The total consideration paid includes the stamp duty, clearing and brokerage fees of RM136.40 were charged 

to statements of comprehensive income. 

All the shares repurchased are retained as treasury shares and there was no resale of treasury shares or cancellation 

of shares during the financial year ended 31 December 2012. 



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Corporate Social Responsibility 

The Board of Directors of Tomypak Holdings Berhad have long recognised and acknowledged the importance of 

a corporate culture that emphasises good corporate social responsibility (“CSR”) and corporate citizenship. The 

Group not only grows the stakeholder value through the core business but also contributes and works for betterment 

of the community and the environment. 

The CSR contributions of the Group are as follows: 

Environment 

The Group complies strictly to all environmental laws and regulations by ensuring changes in the environmental 

laws and regulations are regularly monitored and upgraded. During the year, the Group was not penalised for any 

instance of non-compliance with environmental laws and regulations. 

The Group undertook several initiatives in preserving the environment including: 

- Energy savings programme to reduce electricity usage. Convert the use of electricity to natural gas; 

- Reuse whatever materials we can within our production processes. For example: reuse waste solvents; and 

- Recycle what we cannot use ourselves but can be used by others. For example: sell the waste generated to 

scrap collectors. 

Community 

The Group plays its role as a socially responsible corporate citizen in the community. In 2012, the Group made 

donation to the following organizations: 

- Buddhist Tzu-Chi Merits Society Malaysia; 

- The National Cancer Society of Malaysia; 

- Lung Foundation of Malaysia; and 

- Malaysian Association Help for the Poor Terminally Ill. 

Workplace 

The Group recognises that employees are most valued assets. The Group continues to care welfare of all employees 

and employ the employees under fair and equitable terms as well as offering equal opportunity for career advancement 

based on performance and academic qualification. The Group constantly upgrades employees’ skill, knowledge 

and experience which would enhance the individual employee’s competency. 

The Group complies with the Malaysian statutory requirement to contribute to the Employees’ Provident Fund and 

the Social Security Organisation. In addition to this, the Group provides personal accident insurance for executive 

employees. 

The Group provides to its employees certain medical benefits as for outpatient, specialist treatment and dental 

treatment. The Group also introduces the Hospitalization and Surgical Insurance Coverage to local employees. 

Apart from these, the Group provides free medical check-up for health issue and screening to its employees. 


Corporate Social Responsibility (Cont’d) 

In addition, the Group makes contribution to a defined benefit plan that provides for lump sum benefits for certain 

employees upon retirement age. 

The Group being a caring employer organises sport club and encourage employees to join sport events such as 

badminton, fishing and paintball game with the aim to motivate and build up teamwork amongst the employees. 

The Group’s Safety and Health Committee is actively ensuring safety, health and welfare of all employees are not 

compromised. Constant education, training, counseling or prevention programs to ensure a high level of awareness 

of safety requirements are disseminated to all employees at all levels. 

The Group promotes continual improvement on the standards of the safety and health, complies with statutory 

requirement, codes, guidelines and standard for occupational safety and health. 

The Group recognises constant training and upgrading the knowledge and skills of the employees in discharging 

their responsibilities effectively and efficiently. 



▲


▲ 

Statement on Risk Management 

and Internal Control 

Introduction 

The Board is committed in maintaining a sound system of internal controls to safeguard shareholders’ investment 

and the Group’s assets. In doing so, the Board acknowledges its responsibility to identify major risks faced by the 

Group and ensure that relevant internal controls are in place in order to manage these risks within acceptable risk 

profile to increase the likelihood that the Group’s policy and business objective to be achieved. 

In view of the above, the Board is pleased to provide the following Statement on Risk Management and Internal 

Control which outlines the nature and scope of internal controls of the Group during the year pursuant to Paragraph 

15.26 (b) of the Listing Requirements of Bursa Securities. 

Board of Directors’ Responsibilities 

The Board understands fully its responsibility to maintain a sound system of risk management and internal controls 

and ensure accurate information to be presented in the financial statements. Risk management and internal control 

system are designed to manage rather than eliminate the risk of failure in achieving its business objectives. 

In pursuing the business objectives, internal controls can only provide reasonable but not absolute assurance 

against material misstatement, loss or fraud. As such, the Board recognises that risk management and internal 

control system is an important part of managing risks in an effort to attain a balanced achievement of its business 

objectives, and operational efficiency and effectiveness. 

The Board has endeavoured to identify the relevant major risks faced by the Group on a regular basis in order to 

monitor these risks so as to ensure that the Group achieves its business objectives. The process is regularly review 

by the board and is guided by the statement on Risk Management and Internal Control: Guidelines for directors 

of Listed issuers. 

The Board has received assurance from the Managing Director and the Finance Manager that the Group’s risks 

management and internal control system is operating adequately and effectively in all material aspect based on 

the risk management and internal control system of the Group. 

The Risk Management Framework 

In reviewing the adequacy and effectiveness of risk management and internal control system, the Board has always 

carried out necessary preliminary studies and evaluation on various projects which will be undertaken by the Group. 

This entails proper delegation of duties and responsibilities from the Board to the Managing Director, Executive 

Directors and Senior Management (“The Management”) in running the main operating functions of the Group within 

the Group’s strategic business plans. 

In this respect, the Management comprises Managers and Departmental Heads who are able to identify business 

risks relevant to the Group and design the appropriate risk management and internal control system to manage 

these risks. 

The Board was also assisted by the Risk Management Committee in ensuring that there is an on-going and systematic 

risk management process undertaken by the Management to identify access and evaluate principal risks. 

The Risk Management Committee conducts periodic meetings to ensure that risk matters relevant to the Group are 

identified and managed properly to mitigate those risks affecting the achievement of the Group’s business objective. 

The Management has also adopted the “open discussion” approach in the day-to-day running of the Group. This 

has enabled various major business risks being identified easily and dealt with in a prompt manner. 


Statement on Risk Management and Internal Control (Cont’d) 

Internal Audit Function 

In order to enhance the effectiveness of the risk management and internal control system, the internal audit functions 

of the Group has been outsourced to an external consultant, Grant Thornton Consulting Sdn Bhd, which submits 

relevant Internal Audit Reports for Audit Committee’s deliberation on a quarterly basis. 

The Group adopts a risk-based approach to the implementation and monitoring of relevant internal controls. The 

Internal Auditors conduct briefing and interview on risk assessment to identify significant concerns and risks 

perceived by the Senior Management in order to draw up the risk-based internal audit plan. 

Certain control weaknesses have been identified and are being addressed by the Board and Audit Committee so 

as to ensure that the integrity of internal controls can be enhanced in the future. None of the weaknesses have 

resulted in any material losses, contingencies or uncertainties that would require mention in the Company’s Annual 

Report. The Management of the Group continues to take measures to strengthen the internal control environment 

from time to time based on the recommendations proposed by the Internal Auditors. 

Furthermore, the Board recognises that the development of the risk management and internal control system is 

an ongoing process for identifying, evaluating and managing the risk faced by the Group. The Board maintains an 

ongoing commitment to strengthen the Group’s internal control function and processes. 

Indeed, the Board and Audit Committee have always ensured that the Group adopts good system of internal 

controls, corporate governance and best practices in its Board meetings and Audit Committee meetings taking into 

cognisance of possible establishment of additional processes for identifying, evaluating and managing the significant 

risks within the Group which is in accordance with the guidelines stipulated in the “Statement on Risk Management 

and Internal Control: Guidance for Directors of Public Listed Companies” issued by the Bursa Securities. 

Key Elements of the Group’s Risk Management & Internal Control 

The Group has implemented various key internal controls for identifying, evaluating and managing the significant 

risks that may affect the achievement of its business objectives throughout the financial year under review. 

In fact, the Group has incorporated various key elements into its risk management and internal control system in 

order to safeguard shareholders’ investment and the Group’s assets by: - 

• giving authority to the Board’s committee members to investigate and report on any areas of improvement 

for the betterment of the Group; 

• performing review on major variances and deliberating irregularities (if any) in the Board meetings and Audit 

Committee meetings so as to identify the causes of the problems and formulate solutions to resolve them; 

• considering comments from External Auditors and consultants on any weaknesses in the risk management and 

internal control system. The Board would also be informed on the matters brought up in the Audit Committee 

meetings on a timely basis; 

• delegating authority to the Managing Director in order for him to play a major role as the link between the 

Board and Senior Management in implementing the Board’s expectation of effective risk management and 

internal control system and managing the Group’s various operations; 

• keeping the Management informed on the development of action plan for enhancing risk management and 

internal control system and allowing various management personnel to have access to important information 

for better decision-making; 



▲


▲ 

Statement on Risk Management and Internal Control (Cont’d) 

• monitoring key commercial, operational and financial risks through reviewing the risk management and 

internal control system and other operational structures so as to ensure that reasonable assurance on the 

effectiveness and efficiency of the same will mitigate the various risks faced by the Group to an appropriate 

level acceptable to the Board; 

• Maintaining internal policies and procedures which are set out in a series of clearly documented standard 

operating manuals covering a majority of areas within the Group; 

• Formulating the appropriate business planning, budgeting and Key Performance Indicators (“KPI”) so as to 

ensure the business performance is monitored on an ongoing basis. Key business risks are identified during 

the business planning process and are reviewed regularly during the year; and 

• Regular audits (internal and HACCP) boost operations efficiencies and assure consistency of products’ quality 

and work standards. 


Directors’ Report … 38 

Statement by Directors … 44 

Statutory Declaration … 45 

Independent Auditors’ Report … 46 

Statements of Financial Position … 48 

financial 

statements 

Statements of Comprehensive Income … 49 

Consolidated Statement of Changes in Equity … 50 

Statements of Changes in Equity … 51 

Statements of Cash Flows … 52 

Notes to the Financial Statements … 54


▲ 

Directors’ Report 

for the year ended 31 December 2012 

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 31 December 2012. 

Principal activities 

The Company is an investment holding company. The principal activities of its subsidiary are disclosed in Note 

4 to the financial statements. There has been no significant change in the nature of these activities during the 

financial year. 

Results 

Group Company 

RM’000 RM’000 

Profit for the year 17,252 7,664 

Reserves and provisions 

There were no material transfers to or from reserves and provisions during the financial year under review. 

Dividends 

Since the end of the previous financial year, the Company paid: 

i) a fourth interim dividend of 1.5 sen tax exempt per ordinary share totalling RM1,635,799 in respect of the 

year ended 31 December 2011 on 28 March 2012; 

ii) a first interim dividend of 1.5 sen tax exempt per ordinary share totalling RM1,636,248 in respect of the year 

ended 31 December 2012 on 2 July 2012; 

iii) a second interim dividend of 2.0 sen tax exempt per ordinary share totalling RM2,181,805 in respect of the 

year ended 31 December 2012 on 2 October 2012; 

iv) a third interim dividend of 2.0 sen tax exempt per ordinary share totalling RM2,182,757 in respect of the year 

ended 31 December 2012 on 4 January 2013; and 

v) declared a fourth interim dividend of 2.0 sen tax exempt per ordinary share totalling RM2,183,351 in respect 

of the year ended 31 December 2012 on 26 February 2013. This dividend is payable on 8 April 2013. 

The Directors do not recommend the payment of any final dividend in respect of the current financial year. 


Directors’ Report (Cont’d) 


Directors of the Company 

Directors who served since the date of the last report are: 

Directors Alternate 

Tan Sri Dato’ Seri Arshad bin Ayub Mr. Teo Kong Wan 

Mr. Chow Wen Chye Mr. Chow Yuen Kou 

(appointed on 4 March 2013) 




Tan Sri Dato’ Mohd. Zuki bin Kamaluddin En. Azlan bin Arshad 

(demised on 17 March 2013) (ceased on 17 March 2013) 

Directors’ interests in shares 

The interests and deemed interests in the shares and options over shares of the Company and of its related 

corporations (other than wholly-owned subsidiaries) of those who were Directors at financial year end (including the 

interests of the spouses or children of the Directors who themselves are not Directors of the Company) as recorded 

in the Register of Directors’ Shareholdings are as follows: 

Number of ordinary shares RM0.50 each 

At At 

1 January 31 December 

2012 Bought Sold 2012 

Name of Directors Interest ‘000 ‘000 ‘000 ‘000 

Company 

Tan Sri Dato’ Seri Arshad Direct 2,526 714 – 3,240 

bin Ayub Deemed 4,097 1,371 – 5,468 

Tan Sri Dato’ Mohd Zuki 

bin Kamaluddin Direct 100 – – 100 

Mr. Chow Wen Chye Direct 7,318 – (730) 6,588 

Mr. Chow Yuen Liong Direct 18,227 530 (18,757) – 

Deemed 2,543 18,757 – 21,300 

Mr. Teoh Kok Swee @ 

Michael Teoh Direct 150 31 – 181 

Mr. Teo Kong Wan Direct 25 – – 25 

Deemed 47 30 – 77 

Mr. Chin Cheong Kee @ 

Chin Song Kee Direct 20 – – 20 

En. Azlan bin Arshad Deemed 4,097 1,371 – 5,468 



▲


▲ 



Directors’ benefits 

Since the end of the previous financial year, no Director of the Company has received nor become entitled to 

receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and 

receivable by 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. 

There were no arrangements during and at the end of the financial year which had the object of enabling Directors 

of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or 

any other body corporate apart from the issuance of the Company’s Employees’ Share Option Scheme (“ESOS”). 

Issue of shares 

During the financial year, the Company issued 118,100 new ordinary shares of RM0.50 each at par for cash arising 

from the exercise of employees’ share options at a weighted average exercise price of RM0.50 per ordinary share. 

At the Annual General Meeting held on 18 May 2012, the shareholders of the Company renewed their approval 

for the Company to repurchase its own shares. During the financial year, the Company repurchased in the open 

market a total of 19,000 of its issued ordinary shares. The average repurchase price was RM0.95. The repurchase 

transactions were financed by internally generated funds and the repurchased shares are being held as treasury 

shares and carried at cost. 

There were no other changes in the authorised, issued and paid-up capital of the Company during the financial year. 

Options granted over unissued shares 

No other options were granted to any person to take up unissued shares of the Company during the financial year 

apart from the issue of options pursuant to the ESOS. 

At an Extraordinary General Meeting held on 16 January 2003, the Company’s shareholders approved the 

establishment of an ESOS of not more than 10% of the issue share capital of the Company to eligible Directors 

and employees of the Group. The expiry date of the ESOS is on 5 May 2008; however on 16 April 2008, the expiry 

date was extended by a further 5 years to 5 May 2013. 

On 19 November 2009, a further grant on similar terms was offered to eligible Directors and employees of the Group. 

The option offered to take up the unissued ordinary shares are as follows: 

Number of options over ordinary shares 

of RM0.50 each 

Exercise At At 

Date of offer price 1 January 31 December 

RM 2012 Exercised 2012 

‘000 ‘000 ‘000 

19.11.2009 0.60 321 (118) 203 




Options granted over unissued shares (Cont’d) 

The salient features of the ESOS are as follows: 

a) The ESOS is administered by a committee appointed by the Board of Directors. 

b) The aggregate number of Options exercised and Options offered and to be offered under the ESOS shall not 

exceed ten per centum (10%) of the issued and paid-up ordinary share capital of the Company at any point 

of time during the duration of the ESOS and further, the following shall be complied with: 

i) Not more than fifty per centum (50%) of the ordinary shares available under the ESOS shall be allocated, 

in aggregate, to Directors and senior management; and 

ii) Not more than ten per centum (10%) of the ordinary shares available under the ESOS shall be allocated 

to any eligible employee who, either singly or collectively through his or her associates, holds twenty 

per centum (20%) or more of the issued and paid-up capital of the Company. 

c) The eligible employee must be at least eighteen (18) years of age and must have served for a continuous 

period of at least one (1) year in the Group and have been confirmed in writing as an Executive Director or 

Employee on the date of offer. 

d) The subscription price for each ordinary share shall be the weighted average market price of the shares of the 

Company as shown in the Daily Official List issued by Bursa Malaysia Securities Berhad (“Bursa Securities”) 

for the five (5) market days immediately preceding the date of the offer with a discount of not more than ten 

per centum (10%) or the par value of the ordinary shares, whichever is higher. 

e) The option is personal to the grantee and is non-assignable. 

f) The options granted may be exercised at any time within the extended period of five (5) years up to 5 May 

2013. 

g) The options shall be exercised in multiple of and not less than one hundred (100) options. 

h) The option would be exercisable within the following limits in a particular year (the first year commencing on 

the date the Scheme comes into force):- 

Maximum percentage of 

options exercisable within each 

Number of Options Granted particular year of the scheme 

Year 1 Year 2 Year 3 

% % % 

Less than or equal to 20,000 100 – – 

20,001 to 60,000 50 50 – 

More than 60,000 40 30 30 

i) Options exercisable in a particular year but not exercised can be carried forward to the subsequent years 

subject to the time limit of the Scheme. 



▲


▲ 



Other statutory information 

Before the financial statements of the Group and of the Company were made out, the Directors took reasonable 

steps to ascertain that: 

i) all known bad debts have been written off and adequate provision has been made for doubtful debts, and 

ii) any current assets which were unlikely to be realised in the ordinary course of business have been written 

down to an amount which they might be expected so to realise. 

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

i) that would render the amount written off for bad debts, or the amount of the provision for doubtful debts in 

the Group and in the Company inadequate to any substantial extent, or 

ii) that would render the value attributed to the current assets in the financial statements of the Group and of 

the Company misleading, or 

iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the 

Group and of the Company misleading or inappropriate, or 

iv) not otherwise dealt with in this report or the financial statements, that would render any amount stated in the 

financial statements of the Group and of the Company misleading. 

At the date of this report there does not exist: 

i) any charge on the assets of the Group or of the Company that has arisen since the end of the financial year 

and which secures the liabilities of any other person, or 

ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial 

year. 

No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become 

enforceable within the period of twelve months after the end of the financial year which, in the opinion of the 

Directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations as 

and when they fall due. 

In the opinion of the Directors, the financial performance of the Group and of the Company for the financial year 

ended 31 December 2012 have not been substantially affected by any item, transaction or event of a material and 

unusual nature nor has any such item, transaction or event occurred in the interval between the end of that financial 

year and the date of this report. 




Auditors 

The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment. 

Signed on behalf of the Board of Directors in accordance with a resolution of the Directors: 

Tan Sri Dato’ Seri Arshad bin Ayub 

Teoh Kok Swee @ Michael Teoh 

Johor Bahru 

Date: 27 March 2013 



▲


▲ 

Statement by Directors 

Pursuant to Section 169(15) of the Companies Act, 1965 

In the opinion of the Directors, the financial statements set out on pages 48 to 98 are drawn up in accordance with 

Malaysian Financial Reporting Standards, International Financial Reporting Standards and the Companies Act, 

1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 

31 December 2012 and of their financial performance and cash flows for the financial year then ended. 

In the opinion of the Directors, the information set out in Note 27 on page 99 to the financial statements has been 

compiled in accordance with Guidance on Special Matter No.1, Determination of Realised and Unrealised Profits 

or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued 

by the Malaysian Institute of Accountants, and presented based on the format prescribed by Bursa Malaysia 

Securities Berhad. 

Signed on behalf of the Board of Directors in accordance with a resolution of the Directors: 

Tan Sri Dato’ Seri Arshad bin Ayub 

Teoh Kok Swee @ Michael Teoh 

Johor Bahru 



Statutory Declaration 

Pursuant to Section 169(16) of the Companies Act, 1965 

I, Liew Chek Leong, the officer primarily responsible for the financial management of TOMYPAK HOLDINGS 

BERHAD, do solemnly and sincerely declare that the financial statements set out on pages 48 to 99 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. 

Subscribed and solemnly declared by the above named in Johor Bahru in the State of Johor on 27 March 2013. 

Liew Chek Leong 

Before me: 

Norani bt. Hj Khalid 

Commissioner for Oaths 

J-140 



▲


▲ 

Independent Auditors’ Report 

to the members of Tomypak Holdings Berhad 

Report on the Financial Statements 

We have audited the financial statements of Tomypak Holdings Berhad, which comprise the statements of financial 

position as at 31 December 2012 of the Group and of the Company, and the statements of comprehensive income, 

changes in equity and cash flows of the Group and of the Company for the year then ended, and a summary of 

significant accounting policies and other explanatory information, as set out on pages 48 to 98. 

Directors’ Responsibility for the Financial Statements 

The Directors of the Company are responsible for the preparation of financial statements so as to give a true and fair 

view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and 

the Companies Act, 1965 in Malaysia. The Directors are also responsible for such internal control as the Directors 

determine is necessary to enable the preparation of financial statements that are free from material misstatement, 

whether due to fraud or error. 

Auditors’ Responsibility 

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our 

audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with 

ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial 

statements are free from material misstatement. 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial 

statements. The procedures selected depend on our judgement, including the assessment of risks of material 

misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we 

consider internal control relevant to the entity’s preparation of financial statements that give a true and fair view 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 entity’s internal control. An audit also includes evaluating the appropriateness 

of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as 

evaluating the overall presentation of the financial statements. 

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

opinion. 

Opinion 

In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the 

Company as of 31 December 2012 and of its financial performance and cash flows for the year then ended in 

accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the 

requirements of the Companies Act, 1965 in Malaysia. 

Report on Other Legal and Regulatory Requirements 

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following: 

(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the 

Company and its subsidiary have been properly kept in accordance with the provisions of the Act. 

(b) We are satisfied that the accounts of the subsidiary that have been consolidated with the Company’s financial 

statements are in form and content appropriate and proper for the purposes of the preparation of the financial 

statements of the Group and we have received satisfactory information and explanations required by us for 

those purposes. 

(c) Our audit reports on the accounts of the subsidiary did not contain any qualification or any adverse comment 

made under Section 174(3) of the Act. 


Independent Auditors’ Report (Cont’d) 

to the members of Tomypak Holdings Berhad 

Other Reporting Responsibilities 

Our audit was made for the purpose of forming an opinion on the financial statements taken as a whole. The 

information set out in Note 27 on page 99 to the financial statements has been compiled by the Company as 

required by the Bursa Malaysia Securities Berhad Listing Requirements and is not required by the Malaysian Financial 

Reporting Standards or International Financial Reporting Standards. We have extended our audit procedures to 

report on the process of compilation of such information. In our opinion, the information has been properly compiled, 

in all material respects, in accordance with the Guidance on Special Matter No.1, Determination of Realised and 

Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing 

Requirements, issued by the Malaysian Institute of Accountants and presented based on the format prescribed by 

Bursa Malaysia Securities Berhad. 

Other Matters 

As stated in Note 1(a) to the financial statements, Tomypak Holdings Berhad adopted Malaysian Financial Reporting 

Standards (“MFRS”) and International Financial Reporting Standards (“IFRS”) on 1 January 2012 with a transition 

date of 1 January 2011. These standards were applied retrospectively by the Directors to the comparative 

information in these financial statements, including the statements of financial position as at 31 December 2011 

and 1 January 2011, and the statements of comprehensive income, changes in equity and cash flows for the year 

ended 31 December 2011 and related disclosures. We were not engaged to report on the comparative information 

that is prepared in accordance with MFRS and IFRS, and hence it is unaudited. Our responsibilities as part of our 

audit of the financial statements of the Group and of the Company for the year ended 31 December 2012 have, 

in these circumstances, included obtaining sufficient appropriate audit evidence that the opening balances as at 

1 January 2012 do not contain misstatements that materially affect the financial position as of 31 December 2012 

and financial performance and cash flows for the year then ended. 

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the 

Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person 

for the content of this report. 

KPMG Wee Beng Chuan 

Firm Number: AF 0758 Approval Number: 2677/12/14 (J) 

Chartered Accountants Chartered Accountant 

Johor Bahru 




▲


▲ 

Statements of Financial Position 

as at 31 December 2012 

Group Company 

Note 31.12.2012 31.12.2011 1.1.2011 31.12.2012 31.12.2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Assets 

Property, plant and 

equipment 3 65,415 56,737 59,565 – – – 

Investment in a subsidiary 4 – – – 55,759 55,759 55,759 

Intangible assets 5 256 79 109 – – – 

Total non-current assets 65,671 56,816 59,674 55,759 55,759 55,759 

Inventories 6 36,873 32,117 38,526 – – – 

Trade and other receivables 7 49,223 44,687 39,010 11 15 1 

Tax recoverable 19 13 – 19 13 – 

Cash and cash equivalents 8 12,084 9,569 9,014 879 867 700 

Total current assets 98,199 86,386 86,550 909 895 701 

Total assets 163,870 143,202 146,224 56,668 56,654 56,460 

Equity 

Share capital 54,632 54,573 54,298 54,632 54,573 54,298 

Reserves 49,148 39,539 34,399 1,398 1,377 1,455 

Total equity attributable 

to owners of the Company/ 

Total equity 9 103,780 94,112 88,697 56,030 55,950 55,753 

Liabilities 

Loans and borrowings 10 4,899 1,169 4,726 – – – 

Deferred tax liabilities 11 8,084 7,141 7,098 – – – 

Employee benefits 12 610 594 546 – – – 

Total non-current liabilities 13,593 8,904 12,370 – – – 

Trade and other payables 13 28,157 22,774 26,713 565 515 516 

Loans and borrowings 10 16,747 16,201 17,735 – – – 

Taxation 1,520 1,022 525 – – 7 

Dividends payable 73 189 184 73 189 184 

Total current liabilities 46,497 40,186 45,157 638 704 707 

Total liabilities 60,090 49,090 57,527 638 704 707 

Total equity and liabilities 163,870 143,202 146,224 56,668 56,654 56,460 


The accompanying notes form an integral part of the financial statements.

Statements of Comprehensive Income 


Group Company 

Note 2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

Revenue 

Goods sold 216,724 212,413 – – 

Dividend income – – 8,450 6,910 

Cost of goods sold (180,057) (186,106) – – 

Gross profit 36,667 26,307 8,450 6,910 

Other income 662 491 – 80 

Distribution expenses (5,277) (5,830) – – 

Administrative expenses (6,595) (5,914) (796) (787) 

Other expenses (1,157) (120) – – 

Results from operating 

activities 24,300 14,934 7,654 6,203 

Interest income 157 122 9 4 

Finance costs 14 (1,224) (1,001) – – 

Net finance (costs)/income (1,067) (879) 9 4 

Profit before tax 15 23,233 14,055 7,663 6,207 

Tax (expense)/income 16 (5,981) (2,650) 1 (20) 

Profit for the year/Total 

comprehensive income 

for the year 17,252 11,405 7,664 6,187 

Basic earnings per 

ordinary share (sen) 17 15.81 10.48 

Diluted earnings per 

ordinary share (sen) 17 15.80 10.47 

The accompanying notes form an integral part of the financial statements. ANNUAL REPORT 2012 pg 49 


▲


▲ 

Consolidated Statement of Changes in Equity 


Attributable to owners of the Company 

Non-distributable Distributable 

Share Share Treasury Merger Retained Total 

Note capital premium shares reserve earnings equity 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 


Group 

At 1 January 2011 54,298 595 – 2,991 30,813 88,697 

Profit for the year/ 

Total comprehensive income for the year – – – – 11,405 11,405 

Contributions by and distributions to 

owners of the Company 

Share options exercised 9 275 42 – – – 317 

Own shares acquired – – (103) – – (103) 

Dividends to owners of the Company 18 – – – – (6,204) (6,204) 

Total transactions with owners 

of the Company 275 42 (103) – (6,204) (5,990) 

At 31 December 2011 54,573 637 (103) 2,991 36,014 94,112 


Total comprehensive income for the year – – – – 17,252 17,252 



Share options exercised 9 59 12 – – – 71 

Own shares acquired – – (18) – – (18) 

Dividends to owners of the Company 18 – – – – (7,637) (7,637) 


of the Company 59 12 (18) – (7,637) (7,584) 

At 31 December 2012 54,632 649 (121) 2,991 45,629 103,780 


Statements of Changes in Equity 


Attributable to owners of the Company 

Non-distributable Distributable 

Share Share Treasury Retained Total 

Note capital premium shares earnings equity 

RM’000 RM’000 RM’000 RM’000 RM’000 

Company 

At 1 January 2011 54,298 595 – 860 55,753 


Total comprehensive income for the year – – – 6,187 6,187 



Share options exercised 9 275 42 – – 317 

Own shares acquired – – (103) – (103) 

Dividends to owners of the Company 18 – – – (6,204) (6,204) 


of the Company 275 42 (103) (6,204) (5,990) 

At 31 December 2011 54,573 637 (103) 843 55,950 


Total comprehensive income for the year – – – 7,664 7,664 



Share options exercised 9 59 12 – – 71 

Own shares acquired – – (18) – (18) 

Dividends to owners of the Company 18 – – – (7,637) (7,637) 


of the Company 59 12 (18) (7,637) (7,584) 

At 31 December 2012 54,632 649 (121) 870 56,030 

The accompanying notes form an integral part of the financial statements. 



▲


▲ 

Statements of Cash Flows 


Group Company 


RM’000 RM’000 RM’000 RM’000 

Cash flows from 

operating activities 

Profit before tax 23,233 14,055 7,663 6,207 

Adjustments for:- 

Amortisation of 

intangible assets 35 41 – – 

Depreciation 10,895 10,016 – – 

Interest income (157) (122) (9) (4) 

Finance costs 1,224 1,001 – – 

Property, plant and equipment: 

- Written off 332 56 – – 

- Gain on disposal (151) (76) – – 

Unrealised (gain)/loss on 

foreign exchange (321) 63 – – 

Expenses related to 

defined benefit plans 16 47 – – 

Operating profit before changes 

in working capital 35,106 25,081 7,654 6,203 

Changes in inventories (4,756) 6,409 – – 

Changes in trade and 

other receivables (4,214) (5,740) 4 (14) 

Changes in trade and 

other payables 5,382 (3,938) 49 (1) 

Cash generated from operations 31,518 21,812 7,707 6,188 

Tax paid (4,546) (2,122) (5) (40) 

Interest paid (267) (236) – – 

Net cash from operating activities 26,705 19,454 7,702 6,148 


investing activities 

Acquisition of: 

- property, plant and equipment 19 (19,019) (7,509) – – 

- intangible assets (212) (11) – – 

Proceeds from disposal of 

property, plant and equipment 165 341 – – 

Interest received 157 122 9 4 

Net cash (used in)/from 

investing activities (18,909) (7,057) 9 4 



Statements of Cash Flows (Cont’d) 


Group Company 


RM’000 RM’000 RM’000 RM’000 


financing activities 

Drawndown of term loans 7,965 – – – 

Repayment of term loans (4,223) (4,033) – – 

Net short term borrowings 790 (105) – – 

Payments of finance 

lease liabilities (1,157) (954) – – 

Proceeds from issuance 

of shares 71 317 71 317 

Dividends paid to owners 

of the Company (7,752) (6,199) (7,752) (6,199) 

Interest paid (957) (765) – – 

Shares buy back (18) (103) (18) (103) 

Net cash used in 

financing activities (5,281) (11,842) (7,699) (5,985) 

Net increase in cash and 

cash equivalents 2,515 555 12 167 

Cash and cash equivalents 

at 1 January 9,569 9,014 867 700 

Cash and cash equivalents 

at 31 December 8 12,084 9,569 879 867 

The accompanying notes form an integral part of the financial statements. 



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Notes to the Financial Statements 

Tomypak Holdings Berhad is a public limited liability company, incorporated and domiciled in Malaysia and is 

listed on the Main Market of Bursa Malaysia Securities Berhad. The addresses of the principal place of business 

and registered office of the Company are as follows: 

Principal place of business 

11, Jalan Tahana 

Kawasan Perindustrian Tampoi 


Johor 

Malaysia 

Registered office 

Suite 7E, Level 7 

Menara Ansar 



Johor 

Malaysia 

The consolidated financial statements of the Company as at and for the financial year ended 31 December 2012 

comprise the Company and its subsidiary (together referred to as the “Group”). The financial statements of the 

Company as at and for the financial year ended 31 December 2012 do not include other entities. 

The Company is an investment holding company. The principal activities of its subsidiary are disclosed in Note 4. 

These financial statements were authorised for issue by the Board of Directors on 27 March 2013. 

1. Basis of preparation 

(a) Statement of compliance 


The financial statements of the Group and of the Company have been prepared in accordance with 

Malaysian Financial Reporting Standards (MFRS), International Financial Reporting Standards and the 

Companies Act, 1965 in Malaysia. These are the Group and the Company’s first financial statements 

prepared in accordance with MFRS and MFRS 1, First-time Adoption of Malaysian Financial Reporting 

Standards has been applied. 

In the previous years, the financial statements of the Group and of the Company were prepared in 

accordance with Financial Reporting Standards (FRS). The financial impacts of transition to MFRS are 

disclosed in Note 26. 

The following are accounting standards, amendments and interpretations that have been issued by 

the Malaysian Accounting Standards Board (MASB) but have not been adopted by the Group and the 

Company: 

MFRSs, Interpretations and amendments effective for annual periods beginning on or after 

1 July 2012 

• Amendments to MFRS 101, Presentation of Financial Statements - Presentation of Items of Other 

Comprehensive Income

Notes to the Financial Statements (Cont’d) 

1. Basis of preparation (Cont’d) 

(a) Statement of compliance (Cont’d) 


1 January 2013 

• MFRS 10, Consolidated Financial Statements 

• MFRS 11, Joint Arrangements 

• MFRS 12, Disclosure of Interests in Other Entities 

• MFRS 13, Fair Value Measurement 

• MFRS 119, Employee Benefits (2011) 

• MFRS 127, Separate Financial Statements (2011) 

• MFRS 128, Investments in Associates and Joint Ventures (2011) 

• IC Interpretation 20, Stripping Costs in the Production Phase of a Surface Mine 

• Amendments to MFRS 7, Financial Instruments: Disclosures – Offsetting Financial Assets and 

Financial Liabilities 

• Amendments to MFRS 1, First-time Adoption of Malaysian Financial Reporting Standards – 

Government Loans 

• Amendments to MFRS 1, First-time Adoption of Malaysian Financial Reporting Standards (Annual 

Improvements 2009-2011 Cycle) 

• Amendments to MFRS 101, Presentation of Financial Statements (Annual Improvements 2009- 

2011 Cycle) 

• Amendments to MFRS 116, Property, Plant and Equipment (Annual Improvements 2009-2011 

Cycle) 

• Amendments to MFRS 132, Financial Instruments: Presentation (Annual Improvements 2009-2011 

Cycle) 

• Amendments to MFRS 134, Interim Financial Reporting (Annual Improvements 2009-2011 Cycle) 

• Amendments to MFRS 10, Consolidated Financial Statements: Transition Guidance 

• Amendments to MFRS 11, Joint Arrangements: Transition Guidance 

• Amendments to MFRS 12, Disclosure of Interests in Other Entities: Transition Guidance 



• Amendments to MFRS 10, Consolidated Financial Statements: Investment Entities 

• Amendments to MFRS 12, Disclosure of Interests in Other Entities: Investment Entities 

• Amendments to MFRS 127, Separate Financial Statements (2011): Investment Entities 

• Amendments to MFRS 132, Financial Instruments: Presentation – Offsetting Financial Assets and 

Financial Liabilities 



• MFRS 9, Financial Instruments (2009) 

• MFRS 9, Financial Instruments (2010) 

• Amendments to MFRS 7, Financial Instruments: Disclosures – Mandatory Effective Date of MFRS 

9 and Transition Disclosures 

The Group and the Company plan to apply the abovementioned standards, amendments and 

interpretations in the respective financial year when the above standards, amendments and 

interpretations become effective. 

The initial application of these standards, amendments and interpretations are not expected to have 

any material financial impacts to the current and prior periods financial statements of the Group and 

of the Company upon their first adoption. 



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1. Basis of preparation (Cont’d) 

(b) Basis of measurement 

The financial statements have been prepared on the historical cost basis. 

(c) Functional and presentation currency 

These financial statements are presented in Ringgit Malaysia (“RM”), which is the Company’s functional 

currency. All financial information is presented in RM and has been rounded to the nearest thousand, 

unless otherwise stated. 

(d) Use of estimates and judgements 

The preparation of the financial statements in conformity with MFRSs requires management to make 

judgements, estimates and assumptions that affect the application of accounting policies and the 

reported amounts of assets, liabilities, income and expenses. Actual results may differ from these 

estimates. 

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting 

estimates are recognised in the period in which the estimates are revised and in any future periods 

affected. 

There are no significant areas of estimation uncertainty and critical judgements in applying accounting 

policies that have significant effect on the amounts recognised in the financial statements. 

2. Significant accounting policies 

The accounting policies set out below have been applied consistently to the periods presented in these 

financial statements, and have been applied consistently by Group entities and in preparing the opening 

MFRS statements of financial position of the Group and of the Company at 1 January 2011 (the transition 

date to MFRS framework), unless otherwise stated. 

(a) Basis of consolidation 

(i) Subsidiaries 


Subsidiaries are entities, including unincorporated entities, controlled by the Company. The 

financial statements of subsidiaries are included in the consolidated financial statements from 

the date that control commences until the date that control ceases. Control exists when the 

Company has the ability to exercise its power to govern the financial and operating policies of 

an entity so as to obtain benefits from its activities. In assessing control, potential voting rights 

that presently are exercisable are taken into account. 

Where there is a continuity of the amalgamating business and the ownership of the separate 

companies have been pooled into one common ownership, the consolidation of the Company 

and its subsidiary has been carried out on the basis of merger accounting.


2. Significant accounting policies (Cont’d) 

(a) Basis of consolidation (Cont’d) 

(i) Subsidiaries (Cont’d) 

Under the merger method of accounting, the results of the subsidiaries are presented as if the 

companies had been combined throughout the current and previous financial years. The difference 

between the cost of acquisition and the nominal value of the share capital and reserves of the 

merged subsidiaries is taken to merger reserve. 

The financial statements of subsidiaries are included in the consolidated financial statements 

from the date that control commences until the date that control ceases. 

Investment in a subsidiary are measured in the Company’s statement of financial position at cost 

less any impairment losses unless the investment is classified as held for sale or distribution. The 

cost of investments includes transaction costs. 

(ii) Business combinations 

Business combinations are accounted for using the acquisition method from the acquisition date, 

which is the date on which control is transferred to the Group. 

Acquisitions on or after 1 January 2011 

For acquisitions on or after 1 January 2011, the Group measures the cost of goodwill at the 

acquisition date as: 

• the fair value of the consideration transferred; plus 

• the recognised amount of any non-controlling interests in the acquire; plus 

• if the business combination is achieved in stages, the fair value of the existing equity interest 

in the acquire; less 

• the net recognised amount (generally fair value) of the identifiable assets acquired and 

liabilities assumed. 

When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss. 

For each business combination, the Group elects whether it measures the non-controlling interests 

in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net 

assets at the acquisition date. 

Transaction costs, other than those associated with the issue of debt or equity securities, that 

the Group incurs in connection with business combination are expensed as incurred. 

Acquisitions before 1 January 2011 

As part of its transition to MFRS, the Group elected not to restate those business combinations 

that occurred before the date of transition to MFRSs, i.e. 1 January 2011. Goodwill arising from 

acquisitions before 1 January 2011 has been carried forward from the previous FRS framework 

as at the date of transition. 



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(a) Basis of consolidation (Cont’d) 

(iii) Loss of control 

Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of 

the subsidiary, any non-controlling interests and the other components of equity related to the 

subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If 

the Group retains any interest in the previous subsidiary, then such interest is measured at fair 

value at the date that control is lost. Subsequently it is accounted for as an equity-accounted 

investee or as an available-for-sale financial asset depending on the level of influence retained. 

(iv) Transactions eliminated on consolidation 

Intra-group balances and transactions, and any unrealised income and expenses arising from 

intra-group transactions, are eliminated in preparing the consolidated financial statements. 

(b) Foreign currency 

Foreign currency transactions 

Transactions in foreign currencies are translated to the respective functional currencies of the Group 

entities at exchange rates at the dates of the transactions. 

Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are 

retranslated to the functional currency at the exchange rate at that date. 

Non-monetary assets and liabilities denominated in foreign currencies are not retranslated at the end 

of the reporting date except for those that are measured at fair value, which are retranslated to the 

functional currency at the exchange rate at the date that the fair value was determined. 

Foreign currency differences arising on retranslation are recognised in profit or loss, except for differences 

arising on the retranslation of available-for-sale equity instruments or a financial instrument designated 

as a cash flow hedge of currency risk, which are recognised in other comprehensive income. 

(c) Financial instruments 


(i) Initial recognition and measurement 

A financial asset or a financial liability is recognised in the statement of financial position when, 

and only when, the Group or the Company becomes a party to the contractual provisions of the 

instrument. 

A financial instrument is recognised initially, at its fair value plus, in the case of a financial 

instrument not at fair value through profit or loss, transaction costs that are directly attributable 

to the acquisition or issue of the financial instrument. 

An embedded derivative is recognised separately from the host contract and accounted for as a 

derivative if, and only if, it is not closely related to the economic characteristics and risks of the 

host contract and the host contract is not categorised at fair value through profit or loss. The 

host contract, in the event an embedded derivative is recognised separately, is accounted for in 

accordance with policy applicable to the nature of the host contract.



(c) Financial instruments (Cont’d) 

(ii) Financial instrument categories and subsequent measurement 

The Group and the Company categorise financial instruments as follows: 

Financial assets 

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

Fair value through profit or loss category comprises financial assets that are held for 

trading, including derivatives (except for a derivative that is a financial guarantee contract 

or a designated and effective hedging instrument) or financial assets that are specifically 

designated into this category upon initial recognition. 

Derivatives that are linked to and must be settled by delivery of unquoted equity instruments 

whose fair values cannot be reliably measured are measured at cost. 

Other financial assets categorised as fair value through profit or loss are subsequently 

measured at their fair values with the gain or loss recognised in profit or loss. 

(b) Held-to-maturity investments 

Held-to-maturity investments category comprises debt instruments that are quoted in an 

active market and the Group or the Company has the positive intention and ability to hold 

them to maturity. 

Financial assets categorised as held-to-maturity investments are subsequently measured 

at amortised cost using the effective interest method. 

(c) Loans and receivables 

Loans and receivables category comprises debt instruments that are not quoted in an active 

market. 

Financial assets categorised as loans and receivables are subsequently measured at 

amortised cost using the effective interest method. 



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(ii) Financial instrument categories and subsequent measurement (Cont’d) 

Financial assets (Cont’d) 

(d) Available-for-sale financial assets 

Available-for-sale category comprises investment in equity and debt securities instruments 

that are not held for trading. 

Investments in equity instruments that do not have a quoted market price in an active market 

and whose fair value cannot be reliably measured are measured at cost. Other financial 

assets categorised as available-for-sale are subsequently measured at their fair values with 

the gain or loss recognised in other comprehensive income, except for impairment losses, 

foreign exchange gains and losses arising from monetary items and gains and losses of 

hedged items attributable to hedge risks of fair value hedges which are recognised in profit 

or loss. On derecognition, the cumulative gain or loss recognised in other comprehensive 

income is reclassified from equity into profit or loss. Interest calculated for a debt instrument 

using the effective interest method is recognised in profit or loss. 

All financial assets, except for those measured at fair value through profit or loss, are subject to 

review for impairment (see Note 2(i)(i)). 

Financial liabilities 

All financial liabilities are subsequently measured at amortised cost other than those categorised 

as fair value through profit or loss. 

Fair value through profit or loss category comprises financial liabilities that are derivatives (except 

for a derivative that is a financial guarantee contract or a designated and effective hedging 

instrument) or financial liabilities that are specifically designated into this category upon initial 

recognition. 

Derivatives that are linked to and must be settled by delivery of unquoted equity instruments 

whose fair values cannot be reliably measured are measured at cost. 

Other financial liabilities categorised as fair value through profit or loss are subsequently measured 

at their fair values with the gain or loss recognised in profit or loss. 

(iii) Financial guarantee contracts 

A financial guarantee contract is a contract that requires the issuer to make specified payments 

to reimburse the holder for a loss it incurs because a specified debtor fails to make payment 

when due in accordance with the original or modified terms of a debt instrument. 

Financial guarantee contracts are classified as deferred income and are amortised to profit 

or loss using a straight-line method over the contractual period or, when there is no specified 

contractual period, recognised in profit or loss upon discharge of the guarantee. When settlement 

of a financial guarantee contract becomes probable, an estimate of the obligation is made. If the 

carrying value of the financial guarantee contract is lower than the obligation, the carrying value 

is adjusted to the obligation amount and accounted for as a provision.




(iv) Regular way purchase or sale of financial assets 

A regular way purchase or sale is a purchase or sale of a financial asset under a contract whose 

terms require delivery of the asset within the time frame established generally by regulation or 

convention in the marketplace concerned. 

A regular way purchase or sale of financial assets is recognised and derecognised, as applicable, 

using trade date accounting. Trade date accounting refers to: 

(a) the recognition of an asset to be received and the liability to pay for it on the trade date, 

and 

(b) derecognition of an asset that is sold, recognition of any gain or loss on disposal and the 

recognition of a receivable from the buyer for payment on the trade date. 

(v) Hedge accounting 

Fair value hedge 

A fair value hedge is a hedge of the exposure to changes in fair value of a recognised asset or 

liability or an unrecognised firm commitment, or an identified portion of such an asset, liability or 

firm commitment, that is attributable to a particular risk and could affect the profit or loss. 

In a fair value hedge, the gain or loss from remeasuring the hedging instrument at fair value or 

the foreign currency component of its carrying amount translated at the exchange rate prevailing 

at the end of the reporting period is recognised in profit or loss. The gain or loss on the hedged 

item, except for hedge item categorised as available-for-sale, attributable to the hedged risk is 

adjusted to the carrying amount of the hedged item and recognised in profit or loss. For a hedge 

item categorised as available-for-sale, the fair value gain or loss attributable to the hedge risk is 

recognised in profit or loss. 

Fair value hedge accounting is discontinued prospectively when the hedging instrument expires or 

is sold, terminated or exercised, the hedge is no longer highly effective or the hedge designation 

is revoked. 

Cash flow hedge 

A cash flow hedge is a hedge of the exposure to variability in cash flows that is attributable 

to a particular risk associated with a recognised asset or liability or a highly probable forecast 

transaction and could affect the profit or loss. In a cash flow hedge, the portion of the gain or 

loss on the hedging instrument that is determined to be an effective hedge is recognised in other 

comprehensive income and the ineffective portion is recognised in profit or loss. 

Subsequently, the cumulative gain or loss recognised in other comprehensive income is reclassified 

from equity into profit or loss in the same period or periods during which the hedged forecast cash 

flows affect profit or loss. If the hedge item is a non-financial asset or liability, the associated gain 

or loss recognised in other comprehensive income is removed from equity and included in the 

initial amount of the asset or liability. However, loss recognised in other comprehensive income 

that will not be recovered in one or more future periods is reclassified from equity into profit or 

loss. 



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(v) Hedge accounting (Cont’d) 

Cash flow hedge (Cont’d) 

Cash flow hedge accounting is discontinued prospectively when the hedging instrument expires 

or is sold, terminated or exercised, the hedge is no longer highly effective, the forecast transaction 

is no longer expected to occur or the hedge designation is revoked. If the hedge is for a forecast 

transaction, the cumulative gain or loss on the hedging instrument remains in equity until the 

forecast transaction occurs. When the forecast transaction is no longer expected to occur, 

any related cumulative gain or loss recognised in other comprehensive income on the hedging 

instrument is reclassified from equity into profit or loss. 

Hedge of a net investment 

A hedge of a net investment is a hedge in the interest of the net assets of a foreign operation. In a 

net investment hedge, the portion of the gain or loss on the hedging instrument that is determined 

to be an effective hedge is recognised in other comprehensive income and the ineffective portion 

is recognised in profit or loss. The cumulative gain or loss recognised in other comprehensive 

income is reclassified from equity into profit or loss on disposal of the foreign operation. 

(vi) Derecognition 


A financial asset or part of it is derecognised when, and only when the contractual rights to the 

cash flows from the financial asset expire or the financial asset is transferred to another party 

without retaining control or substantially all risks and rewards of the asset. On derecognition of 

a financial asset, the difference between the carrying amount and the sum of the consideration 

received (including any new asset obtained less any new liability assumed) and any cumulative 

gain or loss that had been recognised in equity is recognised in profit or loss. 

A financial liability or a part of it is derecognised when, and only when, the obligation specified 

in the contract is discharged or cancelled or expires. On derecognition of a financial liability, the 

difference between the carrying amount of the financial liability extinguished or transferred to 

another party and the consideration paid, including any non-cash assets transferred or liabilities 

assumed, is recognised in profit or loss.



(d) Property, plant and equipment 

(i) Recognition and measurement 

Items of property, plant and equipment are measured at cost less any accumulated depreciation 

and any accumulated impairment losses. 

Cost includes expenditures that are directly attributable to the acquisition of the asset and any 

other costs directly attributable to bringing the asset to working condition for its intended use, 

and the costs of dismantling and removing the items and restoring the site on which they are 

located. The cost of self-constructed assets also includes the cost of materials and direct labour. 

For qualifying assets, borrowing costs are capitalised in accordance with the accounting policy 

on borrowing costs. 

Purchased software that is integral to the functionality of the related equipment is capitalised as 

part of that equipment. 

The cost of property, plant and equipment recognised as a result of a business combination is 

based on fair value at acquisition date. The fair value of property is the estimated amount for 

which a property could be exchanged between knowledgeable willing parties in an arm’s length 

transaction after proper marketing wherein the parties had each acted knowledgeably, prudently 

and without compulsion. The fair value of other items of plant and equipment is based on the 

quoted market prices for similar items when available and replacement cost when appropriate. 

When significant parts of an item of property, plant and equipment have different useful lives, 

they are accounted for as separate items (major components) of property, plant and equipment. 

The gain or loss on disposal of an item of property, plant and equipment is determined by comparing 

the proceeds from disposal with the carrying amount of property, plant and equipment and is 

recognised net within “other income” and “other expenses” respectively in profit or loss. 

(ii) Subsequent costs 

The cost of replacing a component of an item of property, plant and equipment is recognised in 

the carrying amount of the item if it is probable that the future economic benefits embodied within 

the component will flow to the Group or the Company, and its cost can be measured reliably. The 

carrying amount of the replaced component is derecognised to profit or loss. The costs of the 

day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. 



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(d) Property, plant and equipment (Cont’d) 

(iii) Depreciation 

(e) Leased assets 

Depreciation is based on the cost of an asset less its residual value. Significant components 

of individual assets are assessed, and if a component has a useful life that is different from the 

remainder of that asset, then that component is depreciated separately. 

Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives 

of each component of an item of property, plant and equipment. Leased assets are depreciated 

over the shorter of the lease term and their useful lives unless it is reasonably certain that the 

Group will obtain ownership by the end of the lease term. 

The estimated useful lives for the current and comparative periods are as follows: 

Leasehold land 40 years 

Building 40 years 

Plant and machinery 2.5 - 15 years 

Office equipment, furniture and fittings 4 - 10 years 

Motor vehicles 5 years 

Depreciation methods, useful lives and residual values are reviewed at end of the reporting period 

and adjusted as appropriate. 

(i) Finance lease 


Leases in terms of which the Group or the Company assume substantially all the risks and 

rewards of ownership are classified as finance leases. Upon initial recognition, the leased asset 

is measured at an amount equal to the lower of its fair value and the present value of the minimum 

lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with 

the accounting policy applicable to that asset. 

Minimum lease payments made under finance leases are apportioned between the finance 

expense and the reduction of the outstanding liability. The finance expense is allocated to each 

period during the lease term so as to produce a constant periodic rate of interest on the remaining 

balance of the liability. Contingent lease payments are accounted for by revising the minimum 

lease payments over the remaining term of the lease when the lease adjustment is confirmed. 

Leasehold land which in substance is a finance lease is classified as property, plant and equipment.



(e) Leased assets (Cont’d) 

(ii) Operating lease 

Leases, where the Group or the Company does not assume substantially all the risks and rewards 

of ownership are classified as operating leases and the leased assets are not recognised in the 

statement of financial position. 

Payments made under operating leases are recognised in profit or loss on a straight-line basis 

over the term of the lease. Lease incentives received are recognised in profit or loss as an integral 

part of the total lease expense, over the term of the lease. Contingent rentals are charged to 

profit or loss in the reporting period in which they are incurred. 

(f) Intangible assets 

(i) Computer software 

Computer software acquired by the Company are stated at cost less any accumulated amortisation 

and any accumulated impairment losses. 

(ii) Amortisation 

(g) Inventories 

Computer software are amortised from the date that they are available for use. Amortisation of 

intangible assets is charged to the income statements on a straight-line basis over the estimated 

useful lives of intangible assets. The estimated useful lives of computer software is 6.7 years. 

Inventories are measured at the lower of cost and net realisable value. 

The cost of inventories is measured based on the first-in first-out principle and includes expenditure 

incurred in acquiring the inventories and bringing them to their existing location and condition. In 

the case of work-in-progress and finished goods, cost includes an appropriate share of production 

overheads based on normal operating capacity. 

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated 

costs of completion and the estimated costs necessary to make the sale. 

(h) Cash and cash equivalents 

Cash and cash equivalents consist of cash on hand, balances and deposits with banks and highly liquid 

investments which have an insignificant risk of changes in fair value. For the purpose of statement of 

the cash flows, cash and cash equivalents are presented net of bank overdrafts and pledged deposits. 



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(i) Impairment 

(i) Financial assets 

All financial assets except for financial assets categorised as fair value through profit or loss and 

investments in subsidiaries are assessed at each reporting date whether there is any objective 

evidence of impairment as a result of one or more events having an impact on the estimated 

future cash flows of the asset. Losses expected as a result of future events, no matter how likely, 

are not recognised. For an equity instrument, a significant or prolonged decline in the fair value 

below its cost is an objective evidence of impairment. If any such objective evidence exists, then 

the financial asset’s recoverable amount is estimated. 

An impairment loss in respect of loans and receivables and held-to-maturity investments is 

recognised in profit or loss and is measured as the difference between the asset’s carrying amount 

and the present value of estimated future cash flows discounted at the asset’s original effective 

interest rate. The carrying amount of the asset is reduced through the use of an allowance account. 

An impairment loss in respect of available-for-sale financial assets is recognised in profit or loss 

and is measured as the difference between the asset’s acquisition cost (net of any principal 

repayment and amortisation) and the asset’s current fair value, less any impairment loss previously 

recognised. Where a decline in the fair value of an available-for-sale financial asset has been 

recognised in the other comprehensive income, the cumulative loss in other comprehensive 

income is reclassified from equity and recognised to profit or loss. 

An impairment loss in respect of unquoted equity instrument that is carried at cost is recognised 

in profit or loss and is measured as the difference between the financial asset’s carrying amount 

and the present value of estimated future cash flows discounted at the current market rate of 

return for a similar financial asset. 

Impairment losses recognised in profit or loss for an investment in an equity instrument classified 

as available for sale is not reversed through profit or loss. 

If, in a subsequent period, the fair value of a debt instrument increases and the increase can be 

objectively related to an event occurring after the impairment loss was recognised in profit or loss, 

the impairment loss is reversed, to the extent that the asset’s carrying amount does not exceed 

what the carrying amount would have been had the impairment not been recognised at the date 

the impairment is reversed. The amount of the reversal is recognised in profit or loss. 

(ii) Other assets 


The carrying amounts of other assets (except for inventories and assets arising from employee 

benefits) are reviewed at the end of each reporting period to determine whether there is any 

indication of impairment. If any such indication exists, then the asset’s recoverable amount is 

estimated. 

For the purpose of impairment testing, assets are grouped together into the smallest group of 

assets that generates cash inflows from continuing use that are largely independent of the cash 

inflows of other assets or cash-generating units. Subject to an operating segment ceiling test, 

for the purpose of goodwill impairment testing, cash-generating units to which goodwill has been 

allocated are aggregated so that the level at which impairment testing is performed reflects the 

lowest level at which goodwill is monitored for internal reporting purposes. The goodwill acquired 

in a business combination, for the purpose of impairment testing, is allocated to group of cashgenerating 

units that are expected to benefit from the synergies of the combination.



(i) Impairment (Cont’d) 

(ii) Other assets (Cont’d) 

The recoverable amount of an asset or cash-generating unit is the greater of its value in use 

and its fair value less costs to sell. In assessing value in use, the estimated future cash flows 

are discounted to their present value using a pre-tax discount rate that reflects current market 

assessments of the time value of money and the risks specific to the asset or cash-generating 

unit. 

An impairment loss is recognised if the carrying amount of an asset or its related cash-generating 

unit exceeds its estimated recoverable amount. 

Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of 

cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated 

to the cash-generating unit (group of cash-generating units) and then to reduce the carrying 

amounts of the other assets in the cash-generating unit (groups of cash-generating units) on a 

pro rata basis. 

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment 

losses recognised in prior periods are assessed at the end of each reporting period for any 

indications that the loss has decreased or no longer exists. An impairment loss is reversed if 

there has been a change in the estimates used to determine the recoverable amount since the 

last impairment loss was recognised. An impairment loss is reversed only to the extent that the 

asset’s carrying amount does not exceed the carrying amount that would have been determined, 

net of depreciation or amortisation, if no impairment loss had been recognised. Reversals of 

impairment losses are credited to profit or loss in the year in which the reversals are recognised. 

(j) Equity Instruments 

Instruments classified as equity are measured at cost on initial recognition and are not remeasured 

subsequently. 

(i) Issue expenses 

Costs directly attributable to issue of instruments classified as equity are recognised as a deduction 

from equity. 

(ii) Repurchase, disposal and reissue of share capital (treasury shares) 

When share capital recognised as equity is repurchased, the amount of the consideration paid, 

including directly attributable costs, net of any tax effects, is recognised as a deduction from 

equity. Repurchased shares that are not subsequently cancelled are classified as treasury shares 

in the statement of changes in equity. 

Where treasury shares are distributed as share dividends, the cost of the treasury shares is applied 

in the reduction of the share premium account or distributable reserves, or both. 

Where treasury shares are sold or reissued subsequently, the difference between the sales 

consideration net of directly attributable costs and the carrying amount of the treasury shares is 

recognised in equity, and the resulting surplus or deficit on the transaction is presented in share 

premium. 



▲


▲ 



(k) Income tax 

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in 

profit or loss except to the extent that it relates to a business combination or items recognised directly 

in equity or other comprehensive income. 

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using 

tax rates enacted or substantively enacted by the end of the reporting period, and any adjustment to 

tax payable in respect of previous financial years. 

Deferred tax is recognised using the liability method, providing for temporary differences between the 

carrying amounts of assets and liabilities in the statement of financial position and their tax bases. 

Deferred tax is not recognised for the following temporary differences arising from the initial recognition 

of assets or liabilities in a transaction that is not a business combination and that affects neither 

accounting nor taxable profit or loss. Deferred tax is measured at the tax rates that are expected to be 

applied to the temporary differences when they reverse, based on the laws that have been enacted or 

substantively enacted by the end of the reporting period. 

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax 

liabilities and assets, and they relate to income taxes levied by the same tax authority on the same 

taxable equity, or on different tax entities, but they intend to settle current tax liabilities and assets on 

a net basis or their tax assets and liabilities will be realised simultaneously. 

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be 

available against which the temporary difference can be utilised. Deferred tax assets are reviewed at 

the end of each reporting period and are reduced to the extent that it is no longer probable that the 

related tax benefit will be realised. 

(l) Revenue and other income 

(i) Goods sold 

Revenue from the sale of goods in the course of ordinary activities is measured at fair value 

of the consideration received or receivable, net of returns and allowances, trade discount and 

volume rebates. Revenue is recognised when persuasive evidence exists, usually in the form 

of an executed sales agreement, that the significant risks and rewards of ownership have been 

transferred to the customer, recovery of the consideration is probable, the associated costs 

and possible return of goods can be estimated reliably, and there is no continuing management 

involvement with the goods, and the amount of revenue can be measured reliably. If it is probable 

that discounts will be granted and the amount can be measured reliably, then the discount is 

recognised as a reduction of revenue as the sales are recognised. 

(ii) Dividend income 


Dividend income is recognised in profit or loss on the date that the Group’s or the Company’s 

right to receive payment is established, which in the case of quoted securities is the ex-dividend 

date.



(l) Revenue and other income (Cont’d) 

(iii) Interest income 

Interest income is recognised as it accrues using the effective interest method in profit or loss 

except for interest income arising from temporary investment of borrowings taken specifically 

for the purpose of obtaining a qualifying asset which is accounted for in accordance with the 

accounting policy on borrowing costs. 

(m) Borrowing costs 

Borrowing costs that are not directly attributable to the acquisition, construction or production of a 

qualifying asset are recognised in profit or loss using the effective interest method. 

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, 

which are assets that necessarily take a substantial period of time to get ready for their intended use 

or sale, are capitalised as part of the cost of those assets. 

The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when 

expenditure for the asset is being incurred, borrowing costs are being incurred and activities that are 

necessary to prepare the asset for its intended use or sale are in progress. Capitalisation of borrowing 

costs is suspended or ceases when substantially all the activities necessary to prepare the qualifying 

asset for its intended use or sale are interrupted or completed. 

Investment income earned on the temporary investment of specific borrowings pending their expenditure 

on qualifying assets is deducted from the borrowing costs eligible for capitalisation. 

(n) Employee benefits 

(i) Short-term employee benefits 

Short-term employee benefit obligations in respect of salaries, annual bonuses, paid annual leave 

and sick leave are measured on an undiscounted basis and are expensed as the related service 

is provided. 

A liability is recognised for the amount expected to be paid under short term cash bonus or profitsharing 

plans if the Group has a present legal or constructive obligation to pay this amount as a 

result of past service provided by the employee and the obligation can be estimated reliably. 

(ii) State plans 

The Group’s contribution to statutory pension funds are charged to profit or loss in the financial 

year to which they relate. Once the contributions have been paid, the Group has no further 

payment obligations. 



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▲ 



(n) Employee benefits (Cont’d) 

(iii) Defined benefit plans 

The Group’s net obligation in respect of defined benefit plans is calculated by estimating the 

amount of future benefit that employees have earned in return for their service in the current and 

prior periods. The benefit is undiscounted and is calculated based on 25% of the last drawn 

salary for each completed year of service up to balance sheet date. No qualified actuary has 

been appointed by the Group in the measurement of the defined benefit obligations. 

(iv) Share-based payment transactions 

The share option programme allows Group employees to acquire shares of the Company. 

The share option arrangements were granted before 1 January 2005 is not recognised as 

an employee cost. As allowed by the transitional provisions in FRS 2, the recognition and 

measurement principles in FRS 2 have not been applied to this grant. 

For the share option granted on 19 November 2009, the grant date fair value of share-based 

payment awards to employees is recognised as an employee expense, with a corresponding 

increase in equity, over the period that the employees become unconditionally entitled to the 

awards. The amount recognised as an expense is adjusted to reflect the number of awards for 

which the related service and non-market vesting conditions are expected to be met, such that 

the amount ultimately recognised as an expense is based on the number of awards that do meet 

the related service and non-market performance conditions at the vesting date. 

The fair value of the Employee Share Options is measured using the equity instrument at their 

intrinsic value, initially at the date the entity obtain the goods or the counterparty render service 

and subsequently at each reporting date and at the final settlement date with any changes in 

intrinsic value recognised in profit or loss. 

(o) Earnings per ordinary share 

The Group presents basic and diluted earnings per share data for its ordinary shares (“EPS”). 

Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company 

by the weighted average number of ordinary shares outstanding during the period, adjusted for own 

shares held. 

Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the 

weighted average number of ordinary shares outstanding for own shares held for the effects of all 

dilutive potential ordinary shares, which comprise share options granted to employees. 

(p) Operating segments 


An operating segment is a component of the Group that engages in business activities from which it 

may earn revenues and incur expenses, including revenues and expenses that relate to transactions 

with any of the Group’s other components. An operating segment’s operating results are reviewed 

regularly by the chief operating decision maker, which in this case is the Managing Director of the Group, 

to make decisions about resources to be allocated to the segment and to assess its performance, and 

for which discrete financial information is available.


3. Property, plant and equipment 

Office 

Land Plant equipment, 

and and furniture Motor 

building machinery and fittings vehicles Total 

RM’000 RM’000 RM’000 RM’000 RM’000 

Group 

At cost 

At 1 January 2011 13,201 142,664 8,076 2,574 166,515 

Additions 42 6,682 785 – 7,509 

Disposals – (1,728) (22) – (1,750) 

Written off – (54) (208) – (262) 

At 31 December 2011/ 

1 January 2012 13,243 147,564 8,631 2,574 172,012 

Additions 8 19,568 343 – 19,919 

Disposals – (2,790) (42) – (2,832) 

Written off – (1,312) (137) – (1,449) 

At 31 December 2012 13,251 163,030 8,795 2,574 187,650 

Accumulated 

depreciation 

At 1 January 2011 5,181 95,136 5,554 1,079 106,950 

Depreciation charge 335 8,680 543 458 10,016 

Disposals – (1,464) (21) – (1,485) 

Written off – (54) (152) – (206) 



Depreciation charge 338 9,550 578 429 10,895 

Disposals – (2,776) (42) – (2,818) 

Written off – (986) (131) – (1,117) 

At 31 December 2012 5,854 108,086 6,329 1,966 122,235 

Carrying amounts 

At 1 January 2011 8,020 47,528 2,522 1,495 59,565 



At 31 December 2012 7,397 54,944 2,466 608 65,415 



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3. Property, plant and equipment (Cont’d) 

Carrying amounts of land and building 

31.12.2012 31.12.2011 1.1.2011 

RM’000 RM’000 RM’000 

At cost 

Short term leasehold land 2,466 2,578 2,691 

Building 4,931 5,149 5,329 

Leased plant and machinery 

7,397 7,727 8,020 

Included in property, plant and equipment of the Group are plant and machinery, motor vehicles and other 

equipments acquired under hire purchase agreements with a net book value of RM4,777,575 (31.12.2011: 

RM4,022,876; 1.1.2011: RM5,271,570). The leased plant and machinery secures lease obligations. 

Security 

Certain plant and machinery of the Group with a net book value of RM9,288,407 (31.12.2011: RM15,109,492; 

1.1.2011: RM16,799,515) are charged to banks for banking facilities granted to the Group. 

4. Investment in a subsidiary 

Company 

31.12.2012 31.12.2011 1.1.2011 

RM’000 RM’000 RM’000 

Unquoted shares, at cost 55,759 55,759 55,759 

The wholly owned subsidiary is Tomypak Berhad, a company incorporated in Malaysia. Its principal activities 

relate to the manufacture and sale of packaging materials, polyethylene, polypropylene films and sheets. 



5. Intangible assets 

Group 

Computer 

software 

RM’000 

At cost 

At 1 January 2011 423 

Additions 11 

At 31 December 2011/1 January 2012 434 

Additions 212 

At 31 December 2012 646 

Accumulated amortisation 


Amortisation charge 41 


Amortisation charge 35 


Carrying amounts 




6. Inventories 

Group 

31.12.2012 31.12.2011 1.1.2011 

RM’000 RM’000 RM’000 

Raw materials 21,131 17,417 24,353 

Work-in-progress 2,213 1,225 1,308 

Finished goods 8,454 8,409 8,169 

Consumables 5,075 5,066 4,696 

36,873 32,117 38,526 

Recognised in profit or loss: 

Inventories recognised as cost of sales 145,547 153,340 123,479 



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▲ 


7. Trade and other receivables 

Group Company 

31.12.2012 31.12.2011 1.1.2011 31.12.2012 31.12.2011 1.1.2011 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Trade receivables 47,015 42,301 37,941 – – – 

Other receivables, 

deposits and 

prepayments 2,208 2,386 1,069 1 15 1 

Due from a subsidiary 

- Non-trade – – – 10 – – 

49,223 44,687 39,010 11 15 1 

Included in the trade receivables of the Group are impairment loss of RM116,286 (31.12.2011: RM138,286; 

1.1.2011: RM160,286). Impairment loss on trade receivables is made for debtors where management considers 

the recoverability to be doubtful. 

The non-trade amount due from a subsidiary is unsecured, interest free and has no fixed terms of repayment. 

8. Cash and cash equivalents 

Group Company 


RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Deposit placed with 

licensed banks 5,820 470 3,400 320 470 – 

Cash and bank 

balances 6,264 9,099 5,614 559 397 700 


12,084 9,569 9,014 879 867 700


9. Capital and reserves 

Share capital 

Group/Company Group/Company 

Number of shares 


RM’000 RM’000 RM’000 ’000 ’000 ’000 

Ordinary shares of 

RM0.50 each: 

Authorised: 

At 1 January 100,000 100,000 50,000 200,000 200,000 50,000 

Increase of shares – – 50,000 – – 50,000 

Share split – – – – – 100,000 

At 31 December 100,000 100,000 100,000 200,000 200,000 200,000 

Issued and fully paid: 

At 1 January 54,573 54,298 42,106 109,147 108,596 42,106 

Share options 

exercised 

- Ordinary share of 

RM1.00 each – – 1,232 – – 1,232 

- Ordinary share of 

RM0.50 each 59 275 126 118 551 251 

Share split – – – – – 43,338 

Bonus shares issued – – 10,834 – – 21,669 

At 31 December 54,632 54,573 54,298 109,265 109,147 108,596 

Reserves 

Group Company 


RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Non-distributable 

Share premium 649 637 595 649 637 595 

Treasury shares (121) (103) – (121) (103) – 

Merger reserve 2,991 2,991 2,991 – – – 

3,519 3,525 3,586 528 534 595 

Distributable 

Retained earnings 45,629 36,014 30,813 870 843 860 

49,148 39,539 34,399 1,398 1,377 1,455 

The Company has also issued share options (see Note 12). 



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▲ 


9. Capital and reserves (Cont’d) 

Treasury shares 

At the Annual General Meeting held on 18 May 2012, the shareholders of the Company renewed their approval 

for the Company to repurchase its own shares. 

During the financial year, the Company repurchased 19,000 of its issued ordinary shares from the open market. 

The average price paid for the shares repurchased was RM0.95 per ordinary share. The total consideration 

paid was RM18,001. 

The repurchase transactions were financed by internally generated funds and the repurchased shares are 

being held as treasury shares and carried at cost. 

At 31 December 2012, a total of 126,800 repurchased shares are being held as treasury shares. The number 

of outstanding shares of RM0.50 each in issue after the setoff is 109,137,850. 

Treasury shares have no rights to voting, dividends and participation in any other distribution. Treasury shares 

shall not be taken into account in calculating the number or percentage of shares or of a class of shares in 

the Company for any purposes including substantial shareholding, take-overs, notices, the requisition of 

meeting, the quorum for a meeting and the result of a vote on a resolution at a meeting. 

Section 108 tax credit and tax exempt account 

Subject to agreement by the Inland Revenue Board, the Company has Section 108 tax credit and tax exempt 

account to frank the payment of dividend up to approximately RM33,646,000 out of its entire retained earnings 

at 31 December 2012. 

The Finance Act, 2007 introduced a single tier company income tax system with effect from year of assessment 

2008. As such, the Section 108 tax credit as at 31 December 2007 will be available to the Company until 

such time the credit is fully utilised or upon expiry of the six-year transitional period on 31 December 2013, 

whichever is earlier. 



10. Loans and borrowings 

Group 

31.12.2012 31.12.2011 1.1.2011 

RM’000 RM’000 RM’000 

Non-current 

Secured 

Term loans 4,820 970 3,733 

Finance lease liabilities 79 199 993 

4,899 1,169 4,726 

Current 

Secured 

Term loans 2,656 2,764 4,033 

Finance lease liabilities 648 785 945 

3,304 3,549 4,978 

Unsecured 

Bankers’ acceptances 13,443 12,652 12,757 

Finance lease liabilities 

Finance lease liabilities are payable as follows: 

16,747 16,201 17,735 

21,646 17,370 22,462 

Present 

Future value of 

minimum minimum 

lease lease 

Group payments Interest payments 

RM’000 RM’000 RM’000 

31.12.2012 

Less than one year 697 49 648 

Between one and five years 80 1 79 

777 50 727 

31.12.2011 

Less than one year 910 125 785 

Between one and five years 230 31 199 

1,140 156 984 



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▲ 


10. Loans and borrowings (Cont’d) 

Finance lease liabilities (Cont’d) 

Present 

Future value of 

minimum minimum 

lease lease 

Group payments Interest payments 

RM’000 RM’000 RM’000 

1.1.2011 

Less than one year 1,082 137 945 

Between one and five years 1,149 156 993 

Security and significant covenants 

2,231 293 1,938 

The term loans are secured by debentures creating legal charges over certain plant and machinery of the 

subsidiary and covenants requiring the subsidiary to maintain gearing ratio of not more that 150%. 

11. Deferred tax liabilities 

Recognised deferred tax liabilities 

Deferred tax assets and liabilities are attributable to the following: 

Group 

31.12.2012 31.12.2011 1.1.2011 

RM’000 RM’000 RM’000 

Property, plant and equipment 

- capital allowances 8,290 7,519 7,379 

Inventories (37) (28) – 

Trade receivables allowances (29) (35) (40) 

Employee benefit plan (153) (149) (137) 

Others 13 (166) (104) 


8,084 7,141 7,098


11. Deferred tax liabilities (Cont’d) 

Movement in temporary differences during the year 

Recognised Recognised 

At in profit At in profit At 

1 January or loss 31 December or loss 31 December 

2011 (Note 16) 2011 (Note 16) 2012 

RM’000 RM’000 RM’000 RM’000 RM’000 

Property, plant 

and equipment 

- capital allowance 7,379 140 7,519 771 8,290 

Inventories – (28) (28) (9) (37) 

Trade receivables 

allowances (40) 5 (35) 6 (29) 

Employee benefit plan (137) (12) (149) (4) (153) 

Others (104) (62) (166) 179 13 

12. Employee benefits 

7,098 43 7,141 943 8,084 

Group 

31.12.2012 31.12.2011 1.1.2011 

RM’000 RM’000 RM’000 

Recognised liability for defined 

benefit obligations 610 594 546 

The Group makes contribution to a defined benefit plan that provide for lump sum benefits for certain employees 

upon retirement. Under the scheme, eligible employees are entitled to retirement benefits of 25% of the last 

drawn salary for each completed year of service upon retirement age of 56. 

Movement in the net liability recognised in the statement of financial position 

Group 

31.12.2012 31.12.2011 1.1.2011 

RM’000 RM’000 RM’000 

Net liability at 1 January 594 546 551 

Expense/(Reversal of expense) recognised 

in profit or loss 16 48 (5) 

Net liability at 31 December 610 594 546 



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▲ 


12. Employee benefits (Cont’d) 

Expense/(Reversal of expense) recognised in profit or loss 

Group 

31.12.2012 31.12.2011 1.1.2011 

RM’000 RM’000 RM’000 

Current service cost 16 48 (5) 

The expense/(reversal of expense) is recognised in the following line items in statement of comprehensive 

income: 

Group 

31.12.2012 31.12.2011 1.1.2011 

RM’000 RM’000 RM’000 

Cost of goods sold 14 45 26 

Distribution expenses – 1 1 

Administrative expenses 2 2 (32) 

Equity compensation benefits 

Share based payment 

16 48 (5) 

The Group offers vested share options over ordinary shares to directors and other employees with more than 

one year’s service. The share option arrangements were granted before 1 January 2005. As allowed by the 

transitional provisions in MFRS 2, Share-based Payment, the recognition and measurement principles in 

MFRS 2 have not been applied to this grant. 

The Group has adjusted for the effect share option upon exercise instead of grant as the effect was not 

significant to the Group. 

On 19 November 2009, a further grant on similar terms was offered to these employee groups. However, the 

fair value of the share options issued by the Group’s were not significant taking into account the terms and 

conditions of the equity instalment granted. 



12. Employee benefits (Cont’d) 

Equity compensation benefits (Cont’d) 

Share based payment (Cont’d) 

The terms and conditions of the grant is as follows; all options are to be settled by physical delivery of shares: 

a) The options granted may be exercised at any time within the extended period of five (5) years up to 5 

May 2013. 

b) The option would be exercisable within the following limits in a particular year (the first year commencing 

on the date the Scheme comes into force):- 

Maximum percentage of options 

exercisable within each 

Number of Options Granted particular year of the scheme 

Year 1 Year 2 Year 3 

% % % 

Less than or equal to 20,000 100 – – 

20,001 to 60,000 50 50 – 

More than 60,000 40 30 30 

c) Options exercisable in a particular year but not exercised can be carried forward to the subsequent 

years subject to the time limit of the Scheme. 

The number and exercise price of share options are as follows: 

Number of Number of 

Exercise option option 

price 2012 2011 

RM ‘000 ‘000 

Outstanding at 1 January 0.50 – 133 

0.60 321 739 

Exercised 0.50 – (133) 

0.60 (118) (418) 

Outstanding at 31 December 0.60 203 321 

During the year, 118,100 share options with exercise price of RM0.60 were exercised. The weighted average 

share price for the period was RM1.08 (31.12.2011: RM1.00; 1.1.2011: RM1.17). 



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13. Trade and other payables 

Group Company 


RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Trade payables 21,194 16,960 20,289 – – – 

Other payables and 

accrued expenses 6,963 5,814 6,424 565 515 516 

14. Finance costs 

28,157 22,774 26,713 565 515 516 

Group 

2012 2011 

RM’000 RM’000 

Interest expenses 957 765 

Bank charges 267 236 

15. Profit before tax 

1,224 1,001 

Group Company 

2012 2011 2012 2011 

RM’000 RM’000 RM’000 RM’000 

Profit before tax is arrived 

at after charging/(crediting) 

Auditors’ remuneration: 

- Audit fees 

Company’s auditors 76 72 22 20 

- Non-audit fee 

Local affiliates of KPMG Malaysia 13 13 3 3 

KPMG Malaysia 6 6 6 6 

Amortisation of intangible assets 35 41 – – 

Allowance for slow moving inventories 38 1 – – 

Depreciation 10,895 10,016 – – 

Property, plant and equipment: 

- Written off 332 56 – – 

- Gain on disposal (151) (76) – – 

Personnel expenses (including 

key management personnel): 

- Contributions to state plans 1,032 897 – – 

- Expenses related to defined 

benefit plans 16 47 – – 

- Wages, salaries and others 15,598 14,293 – – 

Rental of premises 550 468 – – 

Foreign exchange: 

- Realised loss/(gain) 825 (240) – – 

- Unrealised (gain)/loss (321) 63 – – 

Bad debts recovered (22) (22) – – 



15. Profit before tax (Cont’d) 

Key management personnel compensation 

The key management personnel compensation are as follows: 

Group Company 


RM’000 RM’000 RM’000 RM’000 

Directors: 

- Fees 845 765 538 488 

- Remuneration 1,726 1,330 24 25 

Total short-term employee benefits 2,571 2,095 562 513 

Other key management personnel: 

- Short-term employee benefits 777 707 6 6 

3,348 2,802 568 519 

Other key management personnel comprise persons other than the Directors of Group entities, having authority 

and responsibility for planning, directing and controlling the activities of the Group entities either directly or 

indirectly. 

The estimated monetary value of Directors’ benefit-in-kind for the Group and the Company are RM158,543 

(2011: RM177,800) and RM43,370 (2011: RM62,390) respectively. 

16. Tax expense/(income) 

Recognised in profit or loss 

Major components of income tax expense include: 

Group Company 


RM’000 RM’000 RM’000 RM’000 

Current tax expense 

- Current year 4,997 2,520 3 20 

- Prior year 41 87 (4) – 

5,038 2,607 (1) 20 

Deferred tax expense 

- Origination of temporary differences 875 43 – – 

- Prior year 68 – – – 

943 43 – – 

5,981 2,650 (1) 20 



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16. Tax expense/(income) (Cont’d) 

Group Company 


RM’000 RM’000 RM’000 RM’000 

Reconciliation of tax 

expense/(income) 

Profit before tax 23,233 14,055 7,663 6,207 

Income tax calculated using 

Malaysian tax rate of 25% 5,808 3,514 1,916 1,552 

Non-deductible expenses 214 289 200 196 

Non-taxable income (150) – (2,113) (1,728) 

Utilisation of reinvestment 

allowance – (1,240) – – 

5,872 2,563 3 20 

Under/(Over) provided in 

prior years 109 87 (4) – 

Tax expense/(income) 5,981 2,650 (1) 20 

17. Earnings per ordinary share 

Basic earnings per ordinary share 

The calculation of basic earnings per ordinary share at 31 December 2012 was based on the profit attributable 

to ordinary shareholders and a weighted average number of ordinary shares outstanding, calculated as follows: 

Profit attributable to ordinary shareholders: 

Group 


RM’000 RM’000 

Profit for the year attributable to owners 17,252 11,405 

Weighted average number of ordinary shares 

Group 


’000 ’000 

Issued ordinary shares at 1 January 109,147 108,595 

Effect of ordinary shares issued 60 273 

Treasury shares (127) (108) 

Weighted average number of ordinary shares 

at 31 December 109,080 108,760 



17. Earnings per ordinary share (Cont’d) 

Basic earnings per ordinary share (Cont’d) 

Group 


Basic earnings per ordinary share (sen) 15.81 10.48 

Diluted earnings per ordinary share 

The calculation of diluted earnings per ordinary share at 31 December 2012 was based on profit attributable 

to ordinary shareholders and a weighted average number of ordinary shares outstanding after adjustment 

for the effects of all dilutive potential ordinary shares, calculated as follows: 

Profit attributable to ordinary shareholders (diluted): 

Group 


RM’000 RM’000 

Profit attributable to ordinary shareholders (diluted) 17,252 11,405 


‘000 ’000 

Weighted average number of ordinary shares (basic) 109,080 108,760 

Effect of share options in issue 90 128 

Weighted average number of ordinary shares (diluted) 

at 31 December 109,170 108,888 

Diluted earnings per ordinary share (sen) 15.80 10.47 



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18. Dividends 

Dividends recognised by the Company are: 

Sen per Total Date of 

share amount payment 

RM’000 

2012 

2011 - Fourth interim, tax exempt 1.5 1,636 28 March 2012 

2012 - First interim, tax exempt 1.5 1,636 2 July 2012 

2012 - Second interim, tax exempt 2.0 2,182 2 October 2012 

2012 - Third interim, tax exempt 2.0 2,183 4 January 2013 

Total amount 7,637 

2011 

2010 - Fourth interim, tax exempt 1.4 1,521 28 March 2011 

2011 - First interim, tax exempt 1.4 1,524 24 June 2011 

2011 - Second interim, tax exempt 1.4 1,523 22 September 2011 

2011 - Third interim, tax exempt 1.5 1,636 20 December 2011 

Total amount 6,204 

After the end of the reporting period, the following dividend was declared by the Directors. 

Sen per Total 

share amount 

RM’000 

2012 - Fourth interim, tax exempt 2.0 2,183 

19. Acquisition of property, plant and equipment 

Group 


RM’000 RM’000 

Current year’s acquisition of property, plant and equipment 19,919 7,509 

Less: Acquisition financed by: 

- Lease (900) – 


19,019 7,509


20. Operating segments 

The Group operates principally in Malaysia and in the manufacture and sale of packaging materials, 

polyethylene, polypropylene films and sheets. The Group’s assets and liabilities are basically in Malaysia. 

The Group’s internal organisational groupings do not provide a basis for determining a reportable primary 

and secondary segment. 

The Group’s operation is divided into local and export market. The local market relates to sales to customers 

within Malaysia. The export market relates to sales to overseas customers with South East Asia being the 

principal market segment. 


RM’000 RM’000 

Revenue 

- Local 119,501 113,101 

- Export 97,223 99,312 

21. Contingent liabilities (unsecured) 

216,724 212,413 

Company 


RM’000 RM’000 

Corporate guarantees to banks for banking facilities 

given to subsidiary 21,646 17,370 

22. Capital commitments 

Group 

31.12.2012 31.12.2011 1.1.2011 

RM’000 RM’000 RM’000 

Plant and equipment 

Contracted but not provided for 6,412 11,524 264 

Authorised but not contracted for 313 508 – 



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23. Financial instruments 

23.1 Categories of financial statements 

All financial assets and liabilities are categorised as loans and receivables and other liabilities in 

accordance with the Group’s accounting policies as disclosed in Note 2 (c). 

23.2 Net gains and losses arising from financial instruments 

Group Company 


RM’000 RM’000 RM’000 RM’000 

Net gains/(losses) on: 

Loans and receivables 128 220 6 4 

Other liabilities (1,677) (901) – – 

23.3 Financial risk management 

(1,549) (681) 6 4 

The Group has exposure to the following risks from its use of financial instruments: 

• Credit risk 

• Liquidity risk 

• Market risk 

23.4 Credit risk 

Credit risk is the risk of a financial loss to the Group if a customer or counterparty to a financial instrument 

fails to meet its contractual obligations. The Group’s exposure to credit risk arises principally from its 

trade receivables from customers. 

Trade receivables 


Risk management objectives, policies and processes for managing the risk 

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing 

basis. Normally credit evaluations are performed on customers requiring credit over a certain amount.


23. Financial instruments (Cont’d) 

23.4 Credit risk (Cont’d) 

Exposure to credit risk, credit quality and collateral 

As at the end of the reporting period, the maximum exposure to credit risk arising from receivables is 

represented by the carrying amounts in the statement of financial position. 

The Group has significant concentrations of credit risk arising from amounts due from three (2011: three) 

major customers, representing 53% (2011: 58%) of the Group’s and the Company’s trade receivables. 

Management has taken reasonable steps to ensure that trade receivables that are neither past due 

nor impaired are measured at their realisable values. A significant portion of these trade receivables 

are regular customers that have been transacting with the Group. The Group uses ageing analysis to 

monitor the credit quality of the receivables. Any trade receivables having significant balances past 

due more than 30 days, which are deemed to have higher credit risk, are monitored individually. 

Impairment losses 

The Group maintains an ageing analysis in respect of trade receivables only. The ageing of trade 

receivables as at the end of the reporting period was: 

Individual 

Group Gross impairment Net 

RM’000 RM’000 RM’000 


Not past due 37,752 – 37,752 

Past due 0 - 60 days 9,145 – 9,145 

Past due 61 - 120 days 75 – 75 

Past due more than 120 days 159 (116) 43 

47,131 (116) 47,015 

31.12.2011 

Not past due 33,777 – 33,777 

Past due 0 - 60 days 8,099 – 8,099 

Past due 61 - 120 days 77 – 77 


42,439 (138) 42,301 

1.1.2011 

Not past due 27,637 – 27,637 

Past due 0 - 60 days 10,117 – 10,117 

Past due 61 - 120 days 52 – 52 


38,101 (160) 37,941 



▲


▲ 



23.4 Credit risk (Cont’d) 

Impairment losses (Cont’d) 

The movements in the allowance for impairment losses of trade receivables during the financial year 

were: 

Group 


RM’000 RM’000 


Impairment loss reversed (22) (22) 

At 31 December 116 138 

The allowance account in respect of trade receivables is used to record impairment losses. Unless 

the Group is satisfied that recovery of the amount is possible, the amount considered irrecoverable is 

written off against the receivable directly. 

Financial guarantees 


The Company provides unsecured financial guarantees to banks in respect of banking facilities granted to 

a subsidiary. The Company monitors on an ongoing basis the results of the subsidiary and repayments 

made by the subsidiary. 

Exposure to credit risk, credit quality and collateral 

The maximum exposure to credit risk amounts to RM21,646,000 (31.12.2011: RM17,370,000; 1.1.2011: 

RM22,462,000) representing the outstanding banking facilities of the subsidiary as at the end of the 

reporting period. 

As at the end of the reporting period, there was no indication that any subsidiary would default on 

repayment. 

The financial guarantees have not been recognised since the fair value on initial recognition was not 

material. 

23.5 Liquidity risk 


Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. 

The Group’s exposure to liquidity risk arises principally from its various payables, loans and borrowings. 

The Group maintains a level of cash and cash equivalents and bank facilities deemed adequate by 

management to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when 

they fall due.



23.5 Liquidity risk (Cont’d) 

Maturity analysis 

The table below summarises the maturity profile of the Group’s and the Company’s financial liabilities 

as at the end of the reporting period based on undiscounted contractual payments: 


Contractual 

Carrying interest rate/ Contractual Under 1 - 2 2 - 5 

amount coupon cash flows 1 year years years 

RM’000 % RM’000 RM’000 RM’000 RM’000 

Group 

Non-derivative 

financial liabilities 

Secured term loans 7,476 5.90 - 6.00 8,210 3,032 2,467 2,711 

Secured financial 

lease liabilities 727 2.90 - 3.00 776 697 79 – 

Unsecured bankers’ 

acceptances 13,443 0.95 - 3.78 13,506 13,506 – – 

Trade and other 

payables 28,157 – 28,157 28,157 – – 

49,803 50,649 45,392 2,546 2,711 

Company 



Other payables 565 – 565 565 – – 

31.12.2011 

Group 



Secured term loans 3,734 4.50 - 6.35 3,907 2,897 788 222 


lease liabilities 984 3.00 1,140 910 230 – 


acceptances 12,652 1.35 - 4.22 12,714 12,714 – – 


payables 22,774 – 22,774 22,774 – – 

40,144 40,535 39,295 1,018 222 

Company 






▲


▲ 



23.5 Liquidity risk (Cont’d) 

1.1.2011 

Contractual 

Carrying interest rate/ Contractual Under 1 - 2 2 - 5 

amount coupon cash flows 1 year years years 

RM’000 % RM’000 RM’000 RM’000 RM’000 

Group 



Secured term loans 7,767 4.50 - 6.35 8,275 4,369 2,897 1,009 


lease liabilities 1,938 3.00 2,231 1,082 919 230 


acceptances 12,757 0.95 - 3.96 12,822 12,822 – – 


payables 26,713 – 26,713 26,713 – – 

49,175 50,041 44,986 3,816 1,239 

Company 




23.6 Market risk 

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and 

other prices that will affect the Group’s financial position or cash flows. 

Currency risk 


The Group is exposed to foreign currency risk on sales, purchases and borrowings that are denominated 

in a currency other than Ringgit Malaysia. The currencies giving rise to this risk are primarily US Dollar 

(USD), Japanese Yen (JPY) and Singapore Dollar (SGD). 

There is no formal hedging policy with respect to foreign currency exposure. Exposure to foreign currency 

is monitored on an ongoing basis and the endeavours to keep the net exposure at an acceptable level.



23.6 Market risk (Cont’d) 

Exposure to foreign currency risk 

The Group’s exposure to foreign currency (currencies which is other than the Group) risk, based on 

carrying amounts as at the end of the reporting period was: 

Group 

Denominated in 

USD JPY SGD 

RM’000 RM’000 RM’000 


Trade receivables 20,705 1,099 3,912 

Cash and cash equivalents 2,334 – 330 

Unsecured bankers’ acceptance (13,003) – – 

Trade and other payables (1,343) (44) (132) 

8,693 1,055 4,110 

31.12.2011 

Trade receivables 21,274 – 283 

Cash and cash equivalents 1,624 – 195 


Trade and other payables (794) (202) (139) 

13,608 (202) 339 

1.1.2011 

Trade receivables 15,861 108 – 

Cash and cash equivalents 2,799 46 – 


Trade and other payables (819) (99) (134) 

7,370 55 (134) 



▲


▲ 




Currency risk sensitivity analysis 

A 10% (2011: 10%) strengthening of the Ringgit Malaysia against the following currencies at the 

end of the reporting period would have increased (decreased) post-tax profit or loss by the amounts 

shown below. This analysis is based on foreign currency exchange rate variances that the Company 

considered to be reasonably possible at the end of the reporting period. This analysis assumes that 

all other variables, in particular interest rates, remain constant. 

Profit or loss 


RM’000 RM’000 

USD (652) (1,021) 

JPY (79) 15 

SGD (308) (25) 

A 10% (2011: 10%) weakening of Ringgit Malaysia against the above currencies at the end of the 

reporting period would have had equal but opposite effect on the above currencies to the amounts 

shown above, on the basis that all other variables remain constant. 

Interest rate risk 


The Group’s fixed rate deposit and borrowings are exposed to a risk of change in their fair value due 

to changes in interest rates. 


The Company adopts a policy of ensuring that between 4% and 6% (2011: 4% and 6%) of its exposure 

to changes in interest rates on borrowings is on fixed rate basis. 

Exposure to interest rate risk 

The interest rate profile of the Group’s significant interest-bearing financial instruments, based on 

carrying amounts as at end of the reporting period: 

Group 

31.12.2012 31.12.2011 1.1.2011 

RM’000 RM’000 RM’000 

Fixed rate instruments 

Deposits with licensed banks 5,820 470 3,400 

Secured term loans 7,476 3,734 7,767 

Secured financial lease liabilities 727 984 1,938 

14,023 5,188 13,105 

Floating rate instruments 

Unsecured bankers’ acceptances 13,443 12,652 12,757




Interest rate risk sensitivity analysis 

- Fair value sensitivity analysis for fixed rate instruments 

The Group does not account for any fixed rate financial assets and liabilities at fair value through profit 

or loss, and the Group does not designate derivatives as hedging instruments under a fair value hedged 

accounting model. Therefore, a change in interest rates at the end of the reporting period would not 

affect profit or loss. 

Cash flow sensitivity analysis for variable rate instruments 

A change of 100 basis point (“bp”) in interest rate at the end of the reporting period would have 

(decreased)/increased post-tax profit or loss by the amounts shown below. This analysis assumes that 

all other variables remain constant. 

Group 

Profit or loss 

100 bp 100bp 

increase decrease 

RM’000 RM’000 

2012 


Unsecured bankers acceptances (101) 101 

2011 


Unsecured bankers acceptances (95) 95 

23.7 Fair value of financial instruments 

The carrying amounts of cash and cash equivalents, short term receivables and payables and short term 

borrowings approximate fair values due to the relatively short term nature of these financial instruments. 

The fair values of other financial assets and liabilities, together with the carrying amounts shown in the 

statement of financial position, are as follows: 

Group 

31.12.2012 31.12.2011 1.1.2011 

Carrying Fair Carrying Fair Carrying Fair 

amount value amount value amount value 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Secured fixed rate 

term loans 7,476 7,230 3,734 3,594 7,767 7,503 


lease liabilities 727 762 984 1,100 1,938 2,127 



▲


▲ 



23.7 Fair value of financial instruments (Cont’d) 

Non-derivative financial liabilities 

Fair value, which is determined for disclosure purposes, is calculated based on the present value of 

future principal and interest cash flows, discounted at the market rate of interest at the end of the 

reporting period. 

Interest rates used to determine fair value 

The interest rates used to discount estimated cash flows, when applicable, are as follows: 

Group 

31.12.2012 31.12.2011 1.1.2011 

% % % 

Loans and borrowings 6.60 6.60 6.30 

Finance leases 3.00 3.00 3.00 

24. Capital management 

The Group’s objectives when managing capital is to maintain a strong capital base and safeguard the Group’s 

ability to continue as a going concern, so as to maintain investor, creditor and market confidence and to 

sustain future development of the business. The Directors monitor and determine to maintain an optimal 

debt-to-equity ratio that complies with debt covenants and regulatory requirements. 

During 2012, the Group’s strategy, which was unchanged from 2011, was to maintain the debt-to-equity 

ratio at the lower end range within 0.08:1 to 0.25:1. The debt-to-equity ratios at 31 December 2012 and at 

31 December 2011 were as follows: 

Group 

31.12.2012 31.12.2011 1.1.2011 

RM’000 RM’000 RM’000 

Total borrowings (Note 10) 21,646 17,370 22,462 

Less: Cash and cash equivalents (Note 8) (12,084) (9,569) (9,014) 

9,562 7,801 13,448 

Total equity 103,780 94,112 88,697 

Debt-to-equity-ratios 0.09 0.08 0.15 

There were no changes in the Group’s approach to capital management during the financial year. 



25. Related parties 

Identity of related parties 

For the purposes of these financial statements, parties are considered to be related to the Group if the Group 

or the Company has the ability, directly or indirectly, to control or jointly control the party or exercise significant 

influence over the party in making financial and operating decisions, or vice versa, or where the Group or the 

Company and the party are subject to common control. Related parties may be individuals or other entities. 

Related parties also include key management personnel defined as those persons having authority and 

responsibility for planning, directing and controlling the activities of the Group either directly or indirectly. Key 

management personnel includes all the Directors of the Group, and certain members of senior management 

of the Group. 

The Group has related party relationship with its subsidiary and key management personnel. 

Significant related party transactions 

The significant related party transactions of the Company are shown below. 

Company 


RM’000 RM’000 

Subsidiary 

Management fee receivable – 80 

26. Explanation of transition to MFRSs 

As stated in Note 1(a), these are the first financial statements of the Group prepared in accordance with 

MFRSs. 

The accounting policies set out in Note 2 have been applied in preparing the financial statements of the Group 

for the financial year ended 31 December 2012, the comparative information presented in these financial 

statements for the financial year ended 31 December 2011 and in the preparation of the opening MFRS 

statement of financial position at 1 January 2011 (the Group’s date of transition to MFRSs). 

In preparing the opening consolidated statement of financial position at 1 January 2011, the Group has 

adjusted amounts reported previously in financial statements prepared in accordance with previous FRSs. 

There are no material differences between the statements of financial performance and cash flows presented 

under MFRSs and the statements of financial performance and cash flows presented under FRSs. 

Other than as explained in Note 26.1 below, there are no material differences between the statement of 

financial position under MFRSs and the statement of financial position under FRSs. 



▲


▲ 


26. Explanation of transition to MFRSs (Cont’d) 

26.1 Notes to reconciliations 


Property, plant and equipment - Deemed cost exemption - previous revaluation 

Under FRSs, the Group had availed itself to the transitional provision when the MASB first adopted IAS 

16, Property, Plant and Equipment in 1994. The short term leasehold land and building was revalued 

in 1994 and no later valuation has been recorded for this property. 

Upon transition to MFRSs, the Group elected to apply the optional exemption to use that previous 

revaluation as deemed cost under MFRSs. The revaluation reserve of RM1,866,592 at 1 January 2011 

and RM1,784,592 at 31 December 2011 was reclassified to retained earnings. 

The aggregate fair value of the short term leasehold land and building in 1994 was determined to be 

RM12,500,000 compared to the then carrying amount of RM9,437,613 under FRSs. 

The impact arising from the change is summarised as follows: 

1.1.2011 31.12.2011 

Effect of Effect of 

transition transition 

FRSs to MFRSs MFRSs FRSs to MFRSs MFRSs 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Revaluation reserve 1,867 (1,867) – 1,785 (1,785) – 

Retained earnings 28,946 1,867 30,813 34,229 1,785 36,014


27. Supplementary financial information on the breakdown of realised and unrealised profits 

or losses 

The breakdown of the retained earnings of the Group and of the Company as at 31 December, into realised and 

unrealised profits, pursuant to Paragraphs 2.06 and 2.23 of Bursa Malaysia Main Market Listing Requirements, 

are as follows: 

Total retained earnings of the 

Company and its subsidiary: 

Group Company 


RM’000 RM’000 RM’000 RM’000 

- realised profits 53,043 42,940 870 843 

- unrealised losses (7,414) (6,926) – – 

Total retained earnings 45,629 36,014 870 843 

The determination of realised and unrealised profits is based on the Guidance of Special Matter No.1, 

Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa 

Malaysia Securities Berhad Listing Requirements, issued by Malaysian Institute of Accountants on 20 December 

2010. 



▲


▲ 

Particulars of Properties 

The details of the landed property of Tomypak Holdings Berhad as at 31 December 2012 are as follows: 

Registered 

Owner / 

Location 

Tomypak/ 

11, Jalan Tahana, 

Kawasan 

Perindustrian Tampoi, 

80350 Johor Bahru, 



Description/ 

Existing Use 

Industrial Land/ 

Industrial land and 

factory building 

Land/Built-up 

Area 

(‘000 sq.ft) 

174.24/ 

150.89 

Tenure 

Age of 

building 

Leasehold land 

expiring on 

30.09.2034 

Net Book 

Value 

RM’000 

Date of Last 

Revaluation 

7,397 15.11.1994

Analysis of Shareholdings 

as at 29 March 2013 

Authorised Share Capital : RM100,000,000.00 

Issued and Fully Paid-Up Capital : RM54,653,175.00 

Class of Shares : Ordinary Shares of RM0.50 each 

Voting Rights : One vote per Ordinary Share 

No. of Shareholders : 2,227 

Distribution of Shareholdings 

No. of Percentage No. of Percentage 

Range of Shares Shareholders (%) Shares (%) 

Less than 100 28 1.26 1,141 – 

100 - 1,000 101 4.54 78,278 0.07 

1,001 - 10,000 1,471 66.05 8,384,230 7.69 

10,001 - 100,000 560 25.14 16,304,700 14.93 

100,001 to less than 5% of issued shares 63 2.83 44,700,450 40.94 

5% and above of issued shares 4 0.18 39,710,751 36.37 

Total 2,227 100.00 #109,179,550 100.00 

# Total issued and paid up capital as at 29 March 2013 net of treasury shares of 126, 800 ordinary shares of 

RM0.50 each 

List of Top 30 Shareholders as at 29 March 2013 

No. of Shares Percentage 

No. Name of Shareholders Held (%) 

1. Teng Chew Guat 21,299,801 19.51 

2. Chow Wen Chye 6,587,600 6.03 

3. RHB Capital Nominees (Asing) Sdn Bhd 6,355,000 5.82 

- Pledged Securities Account For Lim Hun Swee (CEB) 

4. Zalaraz Sdn Bhd 5,468,350 5.01 

5. Cimsec Nominees (Asing) Sdn Bhd 5,429,000 4.97 

- CIMB Bank For Abdul Aziz Bin Mohamed Hussain (MY0324) 

6. HSBC Nominees (Asing) Sdn Bhd 4,261,900 3.90 

- KBL Euro PB For Halley Sicav-Halley Asian Properity 

7. HLB Nominees (Asing) Sdn Bhd 3,625,000 3.32 

- Pledged Securities Account For Lim Hun Swee 

8. Chow Yuen Kou 3,167,500 2.90 

9. Arshad Bin Ayub 3,116,200 2.85 

10. Alliancegroup Nominees (Asing) Sdn Bhd 2,850,000 2.61 

- Pledged Securities Account For Lim Hun Swee (8041132) 

11. Perbadanan Kemajuan Negeri Pahang 2,727,560 2.50 

12. Mayban Securities Nominees (Tempatan) Sdn Bhd 2,500,000 2.29 

- Pledged Securities Account For Pascorp Holdings Sdn.Bhd. 

(MBB-Kuantan 21E) 



▲


▲ 

Analysis of Shareholdings (Cont’d) 


List of Top 30 Shareholders as at 29 March 2013 (Cont’d) 

No. of Shares Percentage 

No. Name of Shareholders Held (%) 

13. HSBC Nominees (Asing) Sdn Bhd 2,124,400 1.94 

- HSBC-FS For Floreat Fund Ltd. 

14. RHB Capital Nominees (Tempatan) Sdn Bhd 1,469,900 1.35 

- Pledged Securities Account For Choong Foong Ming (CEB) 

15. Pascorp Holdings Sdn Bhd 1,211,440 1.11 

16. Lim Hun Swee 1,069,000 0.98 

17. Shin Lai Har Theresa 933,800 0.86 

18. Joyce Yu Keng Hee 835,000 0.76 

19. Shin Lai Har Theresa 625,000 0.57 

20. Cimsec Nominees (Tempatan) Sdn Bhd 597,250 0.55 

- CIMB Bank For Kee Ju-Hun (MY0315) 

21. HLB Nominees (Tempatan) Sdn Bhd 508,000 0.46 

- Pledged Securities Account For Chia Sook Mei 

22. Citigroup Nominees (Tempatan) Sdn Bhd 504,500 0.46 

- ING Insurance Berhad (Dana Suria Ekt) 

23. Citigroup Nominees (Tempatan) Sdn Bhd 450,200 0.41 

- Exempt An For American International Assurance Berhad 

24. Chow Yuen Kou 280,000 0.26 

25. Toh Hee Chooy 260,000 0.24 

26. Chin Ah Kow @ Chin Loi Fuh 250,000 0.23 

27. Liew Chek Leong 210,500 0.19 

28. Lim Ee Yen 210,000 0.19 

29. Teng Chiew Yean 203,500 0.19 

30. Goh Chew Geyok 202,500 0.18 

Total 79,332,901 72.64 


Analysis of Shareholdings (Cont’d) 


List of Substantial Shareholders as at 29 March 2013 

(as shown in the Register of Substantial Shareholders) 

Interests in Shares Percentage 

No. Name of Substantial Shareholders Direct Deemed Note (%) * 

1. Teng Chew Guat 21,299,801 – 19.51 

2. Chow Yuen Liong – 21,299,801 a 19.51 

3. Chow Wen Chye 6,587,600 – 6.03 

4. Lim Hun Swee 13,899,000 – 12.73 

5. Tan Sri Dato’ Seri Arshad Bin Ayub 3,240,200 5,468,350 b 7.98 

Directors’ Interests in Shares as at 29 March 2013 

(as shown in the Register of Directors’ Shareholdings) 

Interests in Shares Percentage 

No. Name of Directors Direct Deemed Note (%) * 

1. Tan Sri Dato’ Seri Arshad Bin Ayub 3,240,200 5,468,350 b 7.98 

2. Chow Yuen Liong – 21,299,801 a 19.51 

3. Chow Wen Chye 6,587,600 – 6.03 

4. Teoh Kok Swee @ Michael Teoh 181,650 – 0.17 

5. Chin Cheong Kee @ Chin Song Kee 20,000 – 0.02 

6. Teo Kong Wan # 25,000 47,000 c 0.06 

7. Chow Yuen Kou ^ 3,447,500 1,558,800 d 4.59 

# Alternate Director to Tan Sri Dato’ Seri Arshad Bin Ayub 

^ Alternate Director to Chow Wen Chye 

Note: 

(a) By virtue of his spouse, Madam Teng Chew Guat’s shareholdings in the Company 

(b) By virtue of his substantial shareholdings in Zalaraz Sdn. Bhd. 

(c) By virtue of his spouse, Madam Yip Siew Fune’s shareholdings in the Company 

(d) By virtue of his spouse, Madam Shin Lai Har, Theresa’s shareholdings in the Company 

* Percentage computed based on the total number of shares of 109,179,550 and after deducting a total of 

126,800 shares bought back and retained as treasury shares as at 29 March 2013 



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▲ 

Annexure A 

Details of the Proposed Amendments to the Articles of Association 

The Articles of Association of the Company are proposed to be amended in the following manner: 

Article 

No. Existing Articles Proposed Articles 

2. - To insert the following word and its meanings: 

59 In every notice calling a meeting of the Company 

there shall appear with reasonable prominence 

that a member entitled to attend and vote is 

entitled to appoint one or more proxies (subject to 

a maximum of two (2) proxies at each meeting) to 

attend and vote instead of him. Where a member 

appoints two (2) proxies he shall specify the 

proportion of this shareholding to be represented 

by each proxy. 

63 The Chairman (if any) of the Board of Directors or, 

in his absence, a Deputy Chairman (if any) shall 

preside as Chairman at every meeting. If there is 

no such Chairman or Deputy Chairman, or if at 

any meeting neither the Chairman nor the Deputy 

Chairman is present within fifteen (15) minutes 

after the time appointed for holding the meeting, 

or if neither of them is willing to act as Chairman, 

the Directors present shall choose one (1) of the 

members of the Board of Directors, to act, if one 

(1) Director only is present he shall preside as 

Chairman if willing to act. If no Director is present, 

or if each of the Directors present declines to take 

the Chair, the persons present and entitled to vote 

on a poll shall elect one (1) of their number to be 

Chairman of the meeting. 


Exempt 

Authorised 

Nominee 

means an authorised nominee 

defined under the Depositories 

Act which is exempted from 

Compliance with the provisions 

of subsection 25A(1) of the 

Depositories Act. 

In every notice calling a meeting of the Company 

there shall appear with reasonable prominence that 

a member entitled to attend and vote is entitled to 

appoint not more than two (2) proxies to attend 

and vote instead of him. Where a member appoints 

two (2) proxies he shall specify the proportion of 

this shareholding to be represented by each proxy. 

(a) The Chairman (if any) of the Board of Directors 

or, in his absence, a Deputy Chairman (if 

any) shall preside as Chairman at every 

meeting. If there is no such Chairman or 

Deputy Chairman, or if at any meeting neither 

the Chairman nor the Deputy Chairman is 

present within fifteen (15) minutes after the 

time appointed for holding the meeting, or if 

neither of them is willing to act as Chairman, 

the Directors present shall choose one (1) 

of the members of the Board of Directors, 

to act, if one (1) Director only is present he 

shall preside as Chairman if willing to act. 

If no Director is present, or if each of the 

Directors present declines to take the Chair, 

the persons present and entitled to vote on 

a poll shall elect one (1) of their number to be 

Chairman of the meeting.

Annexure A (Cont’d) 

Article 


63 

(Cont’d) 

70. Where a Member of the Company is an 

authorised nominee as defined under the Central 

Depositories Act, it may appoint at least one 

(1) proxy in respect of each securities account 

it holds with ordinary shares of the Company 

standing to the credit of the said securities 

account. 

(b) Without prejudice to any other power 

which the Chairman may have under the 

provisions of these Articles or at common 

law and subject to the Act and Listing 

Requirements, the Chairman may take 

such action as he thinks fit to promote 

the orderly conduct of the business of all 

general meetings as specified in the notice 

of such meetings and the Chairman’s 

decision on matters of procedure or 

arising incidentally from the business of 

such meetings shall be final, as shall be his 

determination as to whether any matter is 

of such a nature. 

Where a Member of the Company is an authorised 

nominee as defined under the Central Depositories 

Act, it may appoint not more than 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. 

Where a Member of the Company is an Exempt 

Authorised Nominee which holds ordinary 

shares in the Company for multiple beneficial 

owners in one securities account (“Omnibus 

Account”), there is no limit to the number of 

proxies which the Exempt Authorised Nominee 

may appoint in respect of each Omnibus 

Account it holds. 

Where a Member or authorised nominee 

appoints two (2) proxies, or where an Exempt 

Authorised Nominee appoints two (2) or more 

proxies, the appointments shall be invalid unless 

he specifies the proportions of his holdings to 

be represented by each proxy. 



▲


▲ 


Article 


74. The third paragraph of the existing Article 74: 

The instrument appointing a proxy shall be 

deemed to confer authority to demand or join in 

demanding a poll. A member shall not be entitled 

to appoint more than two (2) proxies to attend and 

vote at the same meeting and where the member 

appoints two (2) proxies to attend and vote at the 

same meeting, such appointment shall be invalid 

unless the member specifies the proportion of his 

holdings to be represented by each proxy. 

142 Any dividend, interest or other money payable in 

cash in respect of shares may be paid by cheque 

or warrant sent through the post directed to the 

registered address of the holder or, in the case 

of joint holders, to the registered address of that 

one of the joint holders who its first named on 

the register of members or to such person and 

to such address as the holder or joint holders 

may in writing direct. Every such cheque or 

warrant shall be made payable to the order of 

the person to whom it is sent, and the payment 

of any such cheque or warrant shall operate as a 

good discharge to the Company in respect of the 

dividend represented thereby, notwithstanding 

that it may subsequently appear that the same 

has been stolen or that the endorsement thereon 

has been forged. Every such cheque or warrant 

shall be sent at the risk of the person entitled to 

the money thereby represented. 


To insert the following sentence before the 

existing third paragraph of Article 74: 

There shall be no restriction as to the qualification 

of the proxy. The instrument appointing a proxy 

shall be deemed to confer authority to demand or 

join in demanding a poll. A member shall not be 

entitled to appoint more than two (2) proxies to 

attend and vote at the same meeting and where the 

member appoints two (2) proxies to attend and vote 

at the same meeting, such appointment shall be 

invalid unless the member specifies the proportion 

of his holdings to be represented by each proxy. 

To insert the following paragraph after the last 

paragraph of the existing Article 74: 

A proxy appointed to attend and vote at a 

meeting of the Company shall have the same 

rights as the member to speak at the meeting. 

To replace the existing Article 142 in its entirety 

with the following: 

Any dividend, interest or other monies payable in 

cash in respect of a share may be paid by direct 

debit, bank transfer, cheque, dividend warrant 

or such other electronics transfer methods as 

may be introduced or required by the Exchange 

from time to time, and in the case of a cheque 

or dividend warrant for such payment, to send: 

(a) by post, by courier or by hand to the 

registered address of the person entitled 

as appearing in the Record of Depositors; 

or 

(b) by post, by courier or by hand to the 

registered address of the person becoming 

entitled to the share by reason of the 

death, bankruptcy or mental disorder of 

the holder or by operation of law or if such 

address has not been supplied, to such 

address to which such cheque or warrant 

might have been posted if the death, 

bankruptcy, mental disorder or operation 

of law had not occurred; or


Article 


142 

(Cont’d) 

(c) by post, by courier or by hand to such 

address as the person entitled may direct 

in writing but the Company shall be 

entitled to send such cheque or dividend 

warrant to such other address or by 

such other means stated in Article 135 

notwithstanding such direction. 

Every cheque or warrant may be made payable: 

i. to the order of the person entitled; or 

ii. to the order of the person entitled by 

reason of the death, bankruptcy or mental 

disorder of the holder or by operation of 

law; or 

iii. to the order of such other person as the 

person entitled may in writing direct or 

direct to be sent to, 

but nothing in Article 142 shall prevent such 

cheque or warrant from being made payable in 

such other manner as the Company would be 

entitled to in respect of such cheque or warrant 

including (without limitation), in the case of the 

death of the holder of the share in respect of 

which the dividend or other monies to be paid by 

the cheque or warrant are payable making such 

cheque or warrant payable to the estate of such 

holder if the Company thinks appropriate. Such 

cheque or warrant shall be a good discharge 

to the Company. The Company shall not be 

responsible for any loss of any such cheque 

or warrant (whether in the post, while being 

delivered by courier or by hand, after delivery 

to the relevant address or person or otherwise). 



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Share Buy-Back Statement 

In relation to the Proposed Renewal of Shareholders’ approval for Share Buy-Back by the Company up to ten 

percent (10%) of the issued and paid-up ordinary share capital of the Company (“Proposed Share Buy-Back) 

1. Disclaimer Statement 

Bursa Malaysia Securities Berhad (“Bursa Securities”) has not perused this Share Buy-Back Statement prior 

to its issuance as it is an exempt document. Bursa Securities takes no responsibility for the contents of this 

Share Buy-Back Statement, makes no representation as to its accuracy or completeness and expressly 

disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any 

part of the contents of this Share Buy-Back Statement. 

2. Introduction 

Tomypak Holdings Berhad (“Tomypak” or “the Company”) had on 10 April 2013, announced that the Company 

proposes to seek shareholders’ approval for the proposed renewal of shareholders’ approval for share 

buy-back by the Company up to ten percent (10%) of the issued and paid-up ordinary share capital of the 

Company (“Proposed Share Buy-Back”) at its forthcoming Eighteenth Annual General Meeting (“18th AGM”) 

to be convened. 

The purpose of this Statement is to provide you with information on the Proposed Share Buy-Back, to set 

out the recommendation of your Board of Directors (“Board”) and to seek your approval for the resolution 

pertaining to the renewal of shareholders’ approval for the Proposed Share Buy-Back to be tabled at the 

forthcoming 18th AGM of the Company to be convened at Zamrud Room, L2, The Puteri Pacific Hotel, Jalan 

Abdullah Ibrahim, 80730 Johor Bahru, Johor on Thursday, 23 May 2013 at 9.30 a.m., notice of which is set 

out on page 2 to page 4 of the Annual Report of the Company. 

3. Details of the Proposed Share Buy-Back 

At the Seventeenth Annual General Meeting of the Company held on 18 May 2012, the Company obtained 

its shareholders’ approval for the Company to purchase and/or hold up to ten percent (10%) of the issued 

and paid-up ordinary share capital of the Company. 

In accordance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa 

Securities”) governing the purchase of own shares by a listed company, the aforesaid approval obtained at 

the Company’s AGM held on 18 May 2012 will expire at the conclusion of the forthcoming 18th AGM of the 

Company which will be held on 23 May 2013 unless the mandate is renewed. 

The Board proposes to seek approval from the shareholders for a renewal of shareholders’ approval for the 

Proposed Share Buy-Back. As at 29 March 2013, the issued and paid-up ordinary share capital of Tomypak 

is RM54,653,175 comprising 109,306,350 ordinary shares of RM0.50 each (“Tomypak Shares”). 

The total number of Tomypak Shares purchased by the Company for the previous twelve (12) months preceding 

the date of this Statement and held as treasury shares up to and including 29 March 2013 is 19,000. All the 

Tomypak Shares purchased have been retained as treasury shares and there was no re-sale of treasury shares 

or cancellation of shares during the financial year ended 31 December 2012 and up to 29 March 2013. The 

total cumulative treasury shares held to date up to and including 29 March 2013 is 126,800 Tomypak Shares. 

Shareholders should note that as at 29 March 2013, there are 161,200 exercisable Employee Share Option 

Scheme (“ESOS”) Options. If all exercisable ESOS Options are exercised, the issued and paid-up ordinary 

share capital of the Company will be RM54,670,375 comprising 109,340,750 ordinary shares of RM0.50 each 

(net of 126,800 treasury shares as at 29 March 2013). As such the maximum number of shares which may be 

purchased by the Company pursuant to the Proposed Share Buy-Back shall not exceed 10,934,075 shares 

of RM0.50 each. 


Share Buy-Back Statement (Cont’d) 



3. Details of the Proposed Share Buy-Back (Cont’d) 

The renewal of shareholders’ approval for the Proposed Share Buy-Back shall be effective upon the passing 

of the resolution in the forthcoming 18th AGM of Tomypak until: 

(i) the conclusion of the next AGM of the Company following the general meeting at which such resolution 

was passed at which time it shall lapse unless by ordinary resolution passed at that meeting, the 

shareholders’ approval is renewed, either unconditionally or subject to conditions; 

(ii) the expiration of the period within which the next AGM after that date is required by law to be held; or 

(iii) revoked or varied by ordinary resolution passed by the shareholders in general meeting, 

whichever occurs first. 

4. Potential Advantages and Disadvantages 

The Proposed Share Buy-Back is expected to potentially benefit the Company and its shareholders as follows: 

(i) The Company may be able to stabilise the supply and demand of Tomypak Shares in the open market 

thereby supporting their fundamental value; 

(ii) The Proposed Share Buy-Back provides Tomypak the option to return its surplus financial resources to 

the shareholders of Tomypak by enhancing the return-on-equity of Tomypak Shares via the purchase 

of Tomypak Shares in the market; 

(iii) The Proposed Share Buy-Back may enhance the earnings per share of the Company (in the case where 

the Board resolves to cancel the shares so purchased) and thereby long term and genuine investors 

are expected to enjoy a corresponding increase in the value of their investments in the Company; and 

(iv) If the shares bought back are kept as treasury shares, it will give the Board an option to sell the shares 

so purchased at a higher price and therefore make an exceptional gain for the Company. Alternatively, 

the shares so purchased can be distributed as share dividends to shareholders. 

However, the Proposed Share Buy-Back, if exercised, will reduce the financial resources of the Company, 

which may result in the Company foregoing other investment opportunities that may emerge in the future 

and may also reduce the amount of cash dividends that can be declared to shareholders. In the event that 

the Proposed Share Buy-Back is funded by bank borrowings, the Company’s net cash flow may decline to 

the extend of the interest costs associated with such borrowings. Nevertheless, the Board will be mindful of 

the interests of the Company and the shareholders in implementing the Proposed Share Buy-Back. 



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▲ 




5. Source of Funds and Treatment 

5.1 Source of Funds 

The Company proposes to utilise internally generated funds to finance the Proposed Share Buy-Back. 

The Board proposes to allocate a maximum amount of up to the latest audited retained profits and/ 

or share premium account of the Company for the purchase of its own shares subject to compliance 

with Section 67A of the Companies Act, 1965 (“the Act”) and any prevailing laws, rules, regulations, 

orders, guidelines and requirements issued by the relevant authorities at the time of the purchase. As 

at 31 December 2012, the Company’s audited retained profit and share premium accounts amounted 

to RM45,629,000 and RM649,000 respectively. Based on the latest unaudited management accounts 

as at 28 February 2013, the retained profit and share premium accounts of the Company amounted 

to approximately RM46,451,000 and RM652,000 respectively. The Company shall ensure that the 

maximum funds to be utilized for the Proposed Share Buy-Back shall not exceed the aggregate of the 

retained profits and/or share premium accounts of the Company. 

The Proposed Share Buy-Back will allow the Board to purchase and hold the Company’s shares at 

any time within the period of validity as mentioned in Item 3. above using internal generated funds of 

the Company and/or external borrowings. The amount of internally generated funds and/or external 

borrowings to be utilized will only be determined later depending on the actual number of share to be 

purchased, the price of the shares and availability of funds at the time of the purchase(s). In the event 

that the Proposed Share Buy-Back is to be financed by external borrowings, the Board shall ensure 

that the Company will have sufficient funds to repay the external borrowings and that such repayment 

will have no material effect on its cash flow. 

5.2 Treatment of Shares Buy-Back 

Section 67A of the Act allows the treatment of purchased shares to be cancelled upon purchase, held 

as treasury shares or combination of both. Purchased shares held as treasury shares may be distributed 

as share dividends, resold on Bursa Securities in accordance with the relevant rules of Bursa Securities 

or subsequently cancelled. 

While the purchased shares are held as treasury shares, the rights attached to them in relation to voting, 

dividends and participation in any other distributions or otherwise are suspended and the treasury 

shares shall not be taken into account in calculating the number or percentage of shares or of a class 

of shares in the Company for any purposes including substantial shareholding, take-overs, notices, 

the requisitioning of meetings, the quorum for a meeting and the result of a vote on a resolution at a 

meeting. 

An immediate announcement will be made to Bursa Securities in respect of the intention of our Directors 

to either retain the purchased shares or cancel them or a combination of both following any transactions 

executed pursuant to the approval granted under the Proposed Share Buy-Back. 

5.3 Pricing 


Tomypak may only purchase its own shares at a price which is not more than fifteen percent (15%) 

above the weighted average market price (“WAMP”) of Tomypak Shares for the past five (5) market 

days immediately preceding the date of the purchase(s). 

The treasury shares arising from the share buy-back shall be resold, if so determined by the Board, at 

a price that is:- 

(a) not less than the WAMP of Tomypak Shares for the past five (5) market days immediately preceding 

the date of the resale; or




5. Source of Funds and Treatment (Cont’d) 

5.3 Pricing (Cont’d) 

(b) at a discount of not more than five percent (5%) to the five (5) market days WAMP of Tomypak 

Shares immediately prior to the resale, provided that: - 

(i) the resale take place no earlier than thirty (30) days from the date of purchase; and 

(ii) the resale price is not less than the cost of purchase of the shares being resold. 

6. Effects of the Proposed Share Buy-Back 

Assuming the Proposed Share Buy-Back is implemented in full, the effects of the Proposed Share Buy-Back 

on the share capital, earnings, net assets (“NA”), working capital, gearing and shareholding structure of the 

Directors and substantial shareholders are set out below: 

6.1 Share Capital 

In the event the maximum number of Tomypak Shares authorised under the Proposed Share Buy-Back 

are purchased and such purchased shares are cancelled, the issued and paid-up share capital of the 

Company will be as follows:- 

(a) Minimum Scenario : Assuming none of the exercisable ESOS Options are exercised 

(b) Maximum Scenario : Assuming all the exercisable ESOS Options are exercised 

Minimum Scenario Maximum Scenario 

Description No. of Shares No. of Shares 

Issued and paid-up capital as at 29 March 2013 109,306,350 109,306,350 

New Shares to be issued (1) – 161,200 

Less Treasury Shares as at 29 March 2013 (126,800) (126,800) 

Enlarged issued and paid up share capital 109,179,550 109,340,750 

Less maximum number of share which may be 

purchased and cancelled pursuant to the 

Proposed Share Buy-Back (10,917,955) (10,934,075) 

Resultant issued and paid-up share capital 

upon completion of the cancellation of the 

maximum number of Purchased Shares 98,261,595 98,406,675 

Note: 

(1) Assuming 161,200 exercisable ESOS Options are exercised 

However, the Proposed Share Buy-Back will have no effect on the issued and paid-up ordinary share 

capital if all the Tomypak Shares purchased are to be retained as treasury shares, resold or distributed 

to our shareholders. 



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▲ 




6. Effects of the Proposed Share Buy-Back (Cont’d) 

6.2 Earnings 

6.3 NA 

The effect of the Proposed Share Buy-Back on the earnings per share of Tomypak Group will depend 

on the purchase prices of Tomypak Shares and any loss in interest income to the Company. 

If the Tomypak Shares purchased are held as treasury shares or cancelled, the lower number of Tomypak 

Shares used in the computation of the earnings per share is expected to result in a general increase 

in the earnings per share (“EPS”) of Tomypak Group. In the event the Tomypak Shares purchased are 

resold subsequently depending on the price at which the said shares are resold, the Proposed Share 

Buy-Back may have a positive effect on the EPS of Tomypak Group if there is a gain in the disposal 

and vice versa. 

The Proposed Share Buy-Back is likely to reduce the NA per share of Tomypak Group if the purchase 

price exceeds the NA per share of the Group at the time of purchase and vice versa. 

In the event the Treasury Shares are resold on Bursa Securities, the NA per share of Tomypak Group 

will increase assuming that a gain has been realized and vice versa. Again, the quantum of the increase 

in NA will depend on, inter alia, the number of purchased shares, the purchase price of such shares, 

the effective funding cost to Tomypak Group to finance the purchased shares or any loss in interest 

income to the Group and the proposed treatment of the purchased shares. 

6.4 Working Capital 

The Proposed Share Buy-Back would reduce the working capital and cash flow of Tomypak Group, the 

quantum of which will depend on the purchase prices of Tomypak Shares and the number of Tomypak 

Shares purchased. 

For purchased shares which are kept as treasury shares, upon their resale, the working capital and 

cash flow of Tomypak Group will increase upon receipt of the proceeds of the resale. The quantum of 

such increase will depend on the actual selling price(s) and the number of the treasury shares resold. 

6.5 Gearing 


The effect of the Proposed Share Buy-Back in the gearing of the Company will depend on the proportion 

of borrowings utilised to fund any purchase of Tomypak Shares. The utilization of any borrowings to 

fund the purchase of any Tomypak Shares will serve to increase the gearing of the Company.





6.6 Directors’ and Substantial Shareholders’ Shareholdings 

The proforma effects of the Proposed Share Buy-Back on the shareholdings of the Directors and the substantial shareholders of 

Tomypak, based on the Register of Directors’ Shareholdings and Register of Substantial Shareholders’ shareholdings of the Company 

as at 29 March 2013 assuming Tomypak Shares are purchased from shareholders other than the Directors and/or substantial 

shareholders of the Company, are set out below:- 

(a) Minimum Scenario: Assuming none of the exercisable ESOS Options are exercised 

(I) 

After Proposed Share Buy-Back (2) 

Shares held as at 29 March 2013 (1) 

Directors / Substantial Shareholders 

Direct Indirect Direct Indirect 

No. of 

Shares % 

No of 

Shares % 

No. of 

Shares % 

No of 

Shares % 

Chow Yuen Liong – – 21,299,801 (5) 19.51 – – 21,299,801 (5) 21.68 

Chow Wen Chye 6,587,600 6.03 – – 6,587,600 6.70 – – 

Tan Sri Dato’ Seri Arshad Bin Ayub 3,240,200 2.97 5,468,350 (6) 5.01 3,240,200 3.30 5,468,350 (6) 5.57 

Teoh Kok Swee @ Michael Teoh 181,650 0.17 – – 181,650 0.18 – – 

Chin Cheong Kee @ Chin Song Kee 20,000 0.02 – – 20,000 0.02 – – 

Teo Kong Wan © 25,000 0.02 47,000 (7) 0.04 25,000 0.03 47,000 (7) 0.05 

Chow Yuen Kou § 3,447,500 3.16 1,558,800 (8) 1.43 3,447,500 3.51 1,558,800 (8) 1.59 

Lim Hun Swee 13,899,000 12.73 – – 13,899,000 14.14 – – 

Teng Chew Guat 21,299,801 19.51 – – 21,299,801 21.68 – – 



▲


▲ 





6.6 Directors’ and Substantial Shareholders’ Shareholdings (Cont’d) 

(b) Maximum Scenario: Assuming all of the exercisable ESOS Options are exercised 

(II) 

After (I) and Proposed 

Share Buy-Back (4) 

(I) 

Assuming all the remaining 

ESOS Options are Exercised (3) 

Shares held as at 29 March 2013 (1) 

Directors / 

Substantial 

Shareholders 


Direct Indirect Direct Indirect Direct Indirect 

No. of 

Shares % 

No. of 

Shares % 

No. of 

Shares % 

No. of 

Shares % 

No. of 

Shares % 

No. of 

Shares % 

Chow Yuen Liong – – 21,299,801 (5) 19.51 – – 21,299,801 (5) 19.48 – – 21,299,801 (5) 21.64 

Chow Wen Chye 6,587,600 6.03 – – 6,587,600 6.02 – – 6,587,600 6.69 – – 

3,240,200 2.97 5,468,350 (6) 5.01 3,240,200 2.96 5,468,350 (6) 5.00 3,240,200 3.29 5,468,350 (6) 5.56 

Tan Sri Dato’ Seri 

Arshad Bin Ayub 

181,650 0.17 – – 181,650 0.17 – – 181,650 0.18 – – 

Teoh Kok Swee @ 

Michael Teoh 

20,000 0.02 – – 20,000 0.02 – – 20,000 0.02 – – 

Chin Cheong Kee @ 

Chin Song Kee 

Teo Kong Wan © 25,000 0.02 47,000 (7) 0.04 25,000 0.02 47,000 (7) 0.04 25,000 0.03 47,000 (7) 0.05 

Chow Yuen Kou § 3,447,500 3.16 1,558,800 (8) 1.43 3,447,500 3.15 1,558,800 (8) 1.43 3,447,500 3.50 1,558,800 (8) 1.58 

Lim Hun Swee 13,899,000 12.73 – – 13,899,000 12.71 – – 13,899,000 14.12 – – 

Teng Chew Guat 21,299,801 19.51 – – 21,299,801 19.48 – – 21,299,801 21.64 – – 

Notes applicable to Minimum and Maximum Scenario:- 

(1) The percentage shareholding is calculated based on 109,179,550 




(5) Deemed interested by virtue of his spouse’s (Teng Chew Guat) shareholdings in Tomypak 

(6) Deemed interested by virtue of his substantial shareholdings in Zalaraz Sdn. Bhd. 

(7) Deemed interested by virtue of his spouse’s (Yip Siew Fune) shareholdings in Tomypak 

(8) Deemed interested by virtue of his spouse’s (Shin Lai Har Theresa) shareholdings in Tomypak 

© Alternate Director to Tan Sri Dato’ Seri Arshad Bin Ayub 

§ Alternate Director to Chow Wen Chye




7. Public Shareholding Spread 

As at 29 March 2013, the public shareholding spread of the Company is approximately 48.76%. Assuming 

that the Company purchases up to a maximum of 10,934,075 Tomypak Shares from the public shareholders, 

representing approximately ten percent (10%) of the enlarged issued and paid-up ordinary share capital 

(assuming full exercise of ESOS) as at 29 March 2013, and that the Tomypak Shares purchased are either 

retained as treasury shares or cancelled, the public shareholding spread is expected to be reduced to 

approximately 43.15%. 

The Board is mindful of the requirement that any purchase of Tomypak Shares by the Company must not 

result in the public shareholding spread of the Company falling below 25% of its listed shares. 

8. Directors’ and Substantial Shareholders’ Interests 

Save for the inadvertent increase in the percentage shareholdings and/or voting rights of the Directors and 

substantial shareholders of Tomypak as a consequence of the Proposed Share Buy-Back, none of the Directors 

and substantial shareholders of Tomypak or persons connected to them, have any interest, direct or indirect, 

in the Proposed Share Buy-Back and, if any, the resale of treasury shares. 

9. Directors’ Opinion 

The Board, having considered all aspects of the Proposed Share Buy-Back, is of the opinion that it is in the 

best interest of the Company and accordingly, recommends that you vote in favour of the ordinary resolution 

pertaining to the renewal of shareholders’ approval for the Proposed Share Buy-Back at the forthcoming 18th 

AGM. 

10. Implications of the Malaysian Code on Take-Overs and Mergers, 2010 (The “Code”) 

Part III and Practice Note 9 of the Code state that if a person (holding more than 33% but not more than 

50% of the voting shares or voting rights of a company), as a result of a buy-back scheme by the company, 

increases his holding of the voting shares or voting rights of the company by more than 2% in any six month 

period, there is an obligation to extend a mandatory take-over offer to acquire the remaining shares not already 

held by the said person and persons acting in concert with him (“Mandatory Offer”). 

The Board does not intend to undertake the Proposed Share Buy-back such that it will cause any party 

to trigger any obligation to undertake a Mandatory Offer pursuant to the Code. However, in the event an 

obligation to undertake a Mandatory Offer is expected to arise with respect to any parties resulting from the 

Proposed Share Buy-Back, which is an action outside its direct participation, the relevant parties shall make 

the necessary application to the Securities Commission for an exemption from undertaking the Mandatory 

Offer under Practice Note 9 of the Code prior to any buy-back of the Shares. 



▲


▲ 




11. Directors’ Responsibility Statement 

This Statement has been seen and approved by the Directors of the Company, who collectively and individually 

accept full responsibility for the accuracy of the information given and confirm that after having made all 

reasonable enquiries and to the best of their knowledge and belief, there are no other facts, the omission of 

which would make any information, data or statement herein misleading. 

12. Further Information 

Shareholders are advised to refer to Page 31 of the 2012 Annual Report of Tomypak for further information 

to the purchases made by the Company of its own shares in the last financial year. 

This Statement is dated 26 April 2013. 


✄ 

I/We, __________________________________ of ___________________________________________________________ 

_____________________________________________ being a member/members of TOMYPAK HOLDINGS BERHAD, 

hereby appoint _______________________________ of _____________________________________________________ 

________________________________________________ or failing him/her ___________________________________of 

_________________________________________________________________________________________ as my/our 

proxy to attend and vote for me/us on my/our behalf at the Eighteenth Annual General Meeting of the Company 

to be held at Zamrud Room, L2, The Puteri Pacific Hotel, Jalan Abdullah Ibrahim, 80730 Johor Bahru, Johor on 

Thursday, 23rd May 2013 at 9.30 a.m. and at any adjournment thereof. 

My/Our proxy is to vote as indicated below: 

NUMBER RESOLUTIONS FOR AGAINST 

1 To approve the payment of Directors’ fees. 

2 To re-elect the retiring Director, Mr. Chow Yuen Liong. 

3 To re-elect the retiring Director, YB Tan Sri Dato’ Seri Ashad Bin Ayub. 

4 To re-elect the retiring Director, Mr. Chow Wen Chye. 

5 To re-appoint the retiring Auditors, Messrs KPMG as Auditors and 

to authorise the Directors to fix their remuneration. 

6 Empower directors to issue shares pursuant to Section 132D of the 

Companies Act, 1965. 

7 Renewal of Shareholders’ Approval for Share Buy-Back. 

8 Retention of YB Tan Sri Dato’ Seri Ashad Bin Ayub as Independent 

Non-Executive Director. 

9 Retention of Mr. Teoh Kok Swee @ Michael Teoh as Independent 

Non-Executive Director. 

10 Proposed Amendments to the Articles of Association of the Company. 

Please indicate with an “X” how you wish your votes to be cast. In the absence of specific directions, your Proxy 

will vote or abstain as he/she thinks fit. 

Sign this ______________ day of _______________________ 2013 

_________________________________ 

Signature of Member (s) 


(Co. No: 337743-W) 

(Incorporated in Malaysia) 

FORM OF PROxY 

Number of ordinary shares held 

Notes: 

1. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 

1965 shall not apply to the Company. 

2. The duly completed Form of Proxy must be deposited at the registered office of the Company situated at Suite 7E, Level 

7, Menara Ansar, 65 Jalan Trus, 80000 Johor Bahru, Johor, Malaysia not less than forty-eight (48) hours before the time 

appointed for holding the meeting. 

3. A member shall be entitled to appoint more than one (1) proxy (subject always to a maximum of two (2) proxies at each 

meeting) to attend and vote at the same meeting. 

(While pending the proposed amendments to Tomypak Holdings Berhad’s (“Tomypak”) Articles of Association to be approved 

at its 18th Annual General Meeting, Tomypak expressly allow where a member/shareholder is an exempt authorised nominee 

as defined under the Securities Industry (Central Depositories) Act 1991(“SICDA”) which holds ordinary shares in Tomypak 

for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies 

which the exempt authorised nominee may appoint in respect of each omnibus account it holds.) 

4. Where a member appoints more than one (1) proxy (subject always to a maximum of two (2) proxies at each meeting) the 

appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. 

5. If the appointor is a corporation, the Form of Proxy must be executed under its Seal or under the hand of its attorney.

Fold this flap for sealing 

Then fold here 

1st fold here 

TOMyPAk HOLDINgS BERHAD (Co. No: 337743-W) 

Suite 7E, Level 7, 

Menara Ansar 



Johor, Malaysia 

AFFIX 

POSTAGE 

STAMP

TOMYPAK HOLDINGS BERHAD (Company No. 337743-W) 

No. 11, Jalan Tahana, Kawasan Perindustrian Tampoi, 80350 Johor Bahru, West Malaysia. 

Tel : 607 237 8585 (7Lines) Fax : 607 237 8575 

Email : investor@tomypak.com.my; info@tomypak.com.my 

www.tomypak.com.my

tomypak holdings berhad annual report 2012 - Announcements ...

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