directors - The Lion Group

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CONTENTS The inner pages are printed on paper produced by Sabah Forest Industries Sdn Bhd, 124a member of The Lion Group. Page Notice of Meeting 1 Corporate Information 5 Directors’ Profile 6 Corporate Governance Statement 9 Statement on Internal Control 13 Audit Committee Report 14 Nomination Committee 18 Remuneration Committee 18 5 Years’ Group Financial Highlights 19 The Group’s Businesses 20 Chairman’s Statement: Bahasa Malaysia 21 English 22 Chinese 23 Review of Operations 24 Financial Statements: Directors’ Report 26 Report of the Auditors 34 Income Statements 35 Balance Sheets 36 Statements of Changes in Equity 38 Cash Flow Statements 39 Notes to the Financial Statements 45 Statement by Directors 107 Statutory Declaration 107 Material Contracts 108 Information on Level 1 Sponsored American Depositary Receipt Programme 109 List of Group Properties 110 Analysis of Shareholdings 114 Other Information 117 Form of Proxy Enclosed
NOTICE OF MEETING NOTICE IS HEREBY GIVEN that the Seventy-Fifth Annual General Meeting of Lion Industries Corporation Berhad will be held at the Meeting Hall, Level 48, Menara Citibank, 165 Jalan Ampang, 50450 Kuala Lumpur on 15 November 2005 at 2.30 pm for the following purposes: AGENDA 1. To receive and adopt the Directors’ Report and Audited Financial Statements for the financial year ended 30 June 2005. 2. To approve the payment of a first and final dividend of 1.0% less 28% Malaysian Income Tax. 3. To approve the payment of Directors’ fees amounting to RM208,000 (2004 : RM192,000). 4. To re-elect Directors: In accordance with Article 98 of the Company’s Articles of Association, the following Directors retire by rotation and, being eligible, offer themselves for re-election: Y. Bhg. Dato’ Kamaruddin @ Abas bin Nordin Mr Cheng Yong Liang 5. To consider and if thought fit, pass the following resolution pursuant to Section 129(6) of the Companies Act, 1965 as an ordinary resolution: “THAT Y. Bhg. Tan Sri Dato’ Musa bin Hitam who retires pursuant to Section 129(2) of the Companies Act, 1965 be and is hereby re-appointed Director of the Company to hold office until the next annual general meeting.” 6. To re-appoint Auditors to hold office until the conclusion of the next annual general meeting and to authorise the Directors to fix their remuneration. 7. Special Business To consider and if thought fit, pass the following resolutions as ordinary resolutions: 7.1 Authority to Directors to issue shares “THAT pursuant to Section 132D of the Companies Act, 1965 and subject to the approval of all relevant authorities being obtained, the Directors be and are hereby empowered to issue shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued capital of the Company for the time being and that such authority shall continue in force until the conclusion of the next annual general meeting of the Company.” 1 Resolution 1 Resolution 2 Resolution 3 Resolution 4 Resolution 5 Resolution 6 Resolution 7 Resolution 8
Page 4 and 5: 7.2 Proposed Renewal of Shareholder
Page 6 and 7: STATEMENT ACCOMPANYING NOTICE OF AN
Page 8 and 9: DIRECTORS’ PROFILE Tan Sri Dato
Page 10 and 11: Cheng Yong Liang Non-Independent No
Page 12 and 13: Supply of Information The Board mem
Page 14 and 15: Financial Reporting The Board aims
Page 16 and 17: AUDIT COMMITTEE REPORT COMPOSITION
Page 18 and 19: ACTIVITIES DURING THE FINANCIAL YEA
Page 20 and 21: NOMINATION COMMITTEE Chairman : Y.
Page 22 and 23: THE GROUP’S BUSINESSES Advanced s
Page 24: CHAIRMAN’S STATEMENT On behalf of
Page 27 and 28: Beverage 2005 2004 RM’ Million RM
Page 29 and 30: (c) On 23 November 2004, the Compan
Page 31 and 32: RESERVES AND PROVISIONS There were
Page 33 and 34: DIRECTORS’ INTERESTS The Director
Page 35 and 36: AUDITORS The auditors, Messrs Deloi
Page 37 and 38: INCOME STATEMENTS FOR THE YEAR ENDE
Page 39 and 40: The Group The Company 2005 2004 200
Page 41 and 42: CASH FLOW STATEMENTS FOR THE YEAR E
Page 43 and 44: (ii) ANALYSIS OF DISPOSAL AND LIQUI
Page 45 and 46: The Company 43 2005 2004 Note RM’
Page 47 and 48: NOTES TO THE FINANCIAL STATEMENTS 1
Page 49 and 50: (f) On 24 February 2005, the Compan
Page 51 and 52: (iv) Beverage Division Gross invoic
Page 53 and 54:
Property, Plant and Equipment Prope
Page 55 and 56:
Associated Companies An associated
Page 57 and 58:
Receivables Trade and other receiva
Page 59 and 60:
7. DIRECTORS’ REMUNERATION Direct
Page 61 and 62:
11. INCOME TAX (EXPENSE)/CREDIT Inc
Page 63 and 64:
The Group ACCUMULATED DEPRECIATION
Page 65 and 66:
The depreciation charge is allocate
Page 67 and 68:
17. LAND HELD FOR PROPERTY DEVELOPM
Page 69 and 70:
18. INVESTMENT IN SUBSIDIARY COMPAN
Page 71 and 72:
The effects of the abovementioned d
Page 73 and 74:
20. LONG-TERM INVESTMENTS 71 The Gr
Page 75 and 76:
21. DEFERRED TAX ASSETS/LIABILITIES
Page 77 and 78:
24. INVENTORIES Inventories consist
Page 79 and 80:
27. TRADE RECEIVABLES 77 The Group
Page 81 and 82:
29. RELATED COMPANY TRANSACTIONS (a
Page 83 and 84:
30. DEPOSITS, CASH AND BANK BALANCE
Page 85 and 86:
33. LEASE AND HIRE-PURCHASE PAYABLE
Page 87 and 88:
85 The Group The Company 2005 2004
Page 89 and 90:
(iii) proceeds from the redemption
Page 91 and 92:
37. DEFERRED LIABILITIES 89 The Gro
Page 93 and 94:
39. RESERVES 91 The Group The Compa
Page 95 and 96:
The Group The Company 2005 2004 200
Page 97 and 98:
The Group Timber 2005 Property extr
Page 99 and 100:
(b) Geographical Segments: The Grou
Page 101 and 102:
Financial Risk Management Objective
Page 103 and 104:
47. SUBSIDIARY COMPANIES The subsid
Page 105 and 106:
Effective Percentage Name of Compan
Page 107 and 108:
Effective Percentage Name of Compan
Page 109 and 110:
STATEMENT BY DIRECTORS The Director
Page 111 and 112:
INFORMATION ON LEVEL 1 SPONSORED AM
Page 113 and 114:
Tenure/ Net Date of Address Expiry
Page 115 and 116:
Tenure/ Net Date of Address Expiry
Page 117 and 118:
Registered Shareholders No. of Shar
Page 119 and 120:
OTHER INFORMATION (I) NON-AUDIT FEE
Page 121 and 122:
(IV) STATUS OF CONDITIONS IMPOSED B
Page 123 and 124:
(c) Issues Affecting the Joint-Vent
Page 125:
✄ FORM OF PROXY I/We ............
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