contents group organisation structure management discussion & analysis statement of risk...

CONTENTS

Group Organisation Structure

Management Discussion & Analysis

Statement of Risk Managementand Internal Control

Financial Statements

Notice of Annual General Meeting

Financial Highlights

Corporate Governance Statement

Audit Committee Report

List of Properties

Proxy Form

02

07

27

34

87

05

11

28

35

97

06

17

30

85

Board of Directors

Directors’ Profile

Additional Compliance Information

Statement on Directors’ Responsibility

Shareholdings Statistics

VIZIONE HOLDINGS BERHAD Company No.: 442371-A

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Boardof

DirectorsDatuk Dr Raman bin Ismail

Independent Non-Executive Chairman

Dato’ Ng Aun Hooi Managing Director

Wong Kwai WahExecutive Director

Dato’ Ir Mohamad Shokri Bin AbdullahSenior Independent Non-Executive Director

(Redesignated on 30 March 2017)

Chan Chee WingIndependent Non-Executive Director

(Appointed on 30 March 2017)

Board of Directors

VIZIONE HOLDINGS BERHADCompany No.: 442371-A

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Dato’ Ng Aun Hooi Chan Chee Wing

Wong Kwai WahDato’ Ir Mohamad

Shokri Bin Abdullah

Datuk Dr Raman bin Ismail


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Audit CommitteeChan Chee Wing

(Chairman)(Appointed on 31 Mar 2017)

Dato’ Ir Mohamad Shokri Bin Abdullah

Datuk Dr Raman Bin Ismail

Wong Yuet Chyn (MAICSA 7047163)

(Appointed on 01 Nov 2016)

Lee Wee Hee(MAICSA 0773340)

(Appointed on 01 Nov 2016)

AuditorsMorison Anuarul Azizan Chew

18 Jalan Pinggir 1/64, Off Jalan Kolam Air,Jalan Sultan Azlan Shah (Jalan Ipoh), 51200 Kuala Lumpur

Wilayah Persekutuan (KL)

Share Registrar Shareworks Sdn Bhd

No. 2-1, Jalan Sri Hartamas 8Sri Hartamas

50480 Kuala LumpurWilayah Persekutuan (KL)

Tel : (03) 6201 1120Fax : (03) 6201 3121

Registered Office No. 2-1, Jalan Sri Hartamas 8

Sri Hartamas 50480 Kuala Lumpur

Wilayah Persekutuan (KL)Tel : (03) 6201 1120Fax : (03) 6201 3121

Corporate OfficeNo. C-0-12, Plaza Damas 3

Jalan Sri Hartamas 1 50480 Kuala Lumpur

Wilayah Persekutuan (KL)Tel : (03) 6211 9008Fax : (03) 6201 0088

Stock Exchange Main Market of Bursa Malaysia Securities Berhad

Stock name : VIZIONEStock code : 7070

Company Websitewww.vizione.com.my

Nomination Committee Dato’ Ir Mohamad Shokri Bin Abdullah

(Chairman)

Datuk Dr Raman Bin Ismail

Chan Chee Wing(Appointed on 20 Sep 2017)

Remuneration Committee Dato’ Ir Mohamad Shokri Bin Abdullah

(Chairman)

Dato’ Ng Aun Hooi

Chan Chee Wing(Appointed on 20 Sep 2017)

Company Secretary

Principal Bankers Malayan Banking Berhad

AmBank (M) BerhadUnited Overseas Bank (Malaysia) Bhd

Board of Directors


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(974198-D)

100%100%

VizioneConstruction

Sdn Bhd

Property Development

Building and Construction

VIZIONEHOLDINGS

BERHAD

(Formerly known as Astral Supreme Construction Sdn Bhd)

(442371-A)

(974197-V)

VizioneDevelopment

Sdn Bhd

(Formerly known as Astral Supreme Development Sdn Bhd)

Group Organisation Structure


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FINANCIAL PERFORMANCE

Revenue

Profit/(Loss) before taxation

Total comprehensiveincome/(expenses)

Paid up share capital

Shareholders’ fund

Dividends

Earning/(Loss) per-share (sen)

Net assets per share (sen)

* 17 months period, due to the change of financial closing from 31 December to 31 May.

Financial Year Ended

31 May 2017

RM’000


31 May 2016

RM’000

17 Months Ended

31 May 2015

RM’000


31 Dec 2013

RM’000


31 Dec 2012

RM’000

100,000

(5,000)

0

0 10

75,000

120,000 5,000

2.50 12

90,000

80,000(10,000)

(2.50) 8

60,000

60,000(15,000)

(5.00) 6

45,000

20,000 (25,000)

(10.00) 2

15,000

0 (30,000)

(12.50) 0

0

40,000(20,000)

(7.50) 4

30,000

2017 2017

2017 2017

20172012 2012

2012 2012

20122015 2015

2015 2015

20152016 2016

2016 2016

20162013 2013

2013 2013

2013

Revenue (RM’000) Total comprehensive income/(expenses)(RM’000)

Earning / (Loss) per-share (sen) Net assets per share (sen)

Shareholders fund (RM’000)

10,966

379

0.2511.38

19,472

4,171 (25,587)

(11.06)

5.76

16,624

96,361

(916)

(0.32)

5.52

16,100

49,104

598

0.12

8.58

75,084

36,708

112

0.04

5.56

16,214

49,104

2,125

598

87,486

75,084

-

0.12

8.58

36,708

452

112

58,373

16,214

-

0.04

5.56

96,361

(180)

(916)

58,372

16,100

-

(0.32)

5.52

4,171

(25,584)

(25,587)

57,689

16,624

-

(11.06)

5.76

10,966

611

379

34,217

19,472

-

0.25

11.38

Financial Highlight


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DIRECTORS’PROFILE

Datuk Dr Raman was appointed as Chairman of the Company on 1 October 2015 and he is a member of Audit Committee and Nomination Committee. He was a Member of Parliament Malaysia for Gombak constituency (2004-2008), is a Medical Specialist, Scientist, Corporate figure and Social activist. He graduated with the degree of Doctor of Medicine and held post graduate degree in Clinical Epidemiology, Reproductive Medicine and Vaccinology. After completing his service with the Ministry of Health Malaysia he joined a world renowned Multinational Vaccine organization (Sanofi Pasteur) as the Regional Head of Medical, Research and Scientific Affairs for the Asia Pacific Region. He served the organization for 15 years in which the head office was located in Lyon, France. Datuk Dr Raman during his term as a Member of Parliament was appointed to few Government Link Companies. He was made Chairman of Sabaco Sdn Bhd a subsidiary of Tabung Haji Plantation, Director of Puncak Niaga Sdn Bhd and Executive Chairman of Merchantrade Sdn Bhd (renowned remittance company).

Currently Datuk Dr Raman hold position as Chief Medical Director at INCLINICA , a leading and renown US base Clinical Research Organisation where he is in charge for Asia Pacific and Middle East region.

Independent Non-Executive ChairmanAge: 58, Malaysian, Male

Datuk Dr Raman bin Ismail



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Dato’ Ng was appointed as an Independent Non-Executive Director of Vizione on 7 March 2014. He was re-designated as Executive Director on 8 May 2014 and re-designated as Managing Director on 29 May 2015. He is a member of Remuneration Committee. Dato’ Ng graduated in Building Technology (Diploma) from TARC and Master of Business Administration (MBA) from Southern California University for Professional Studies (SCUPS). Dato’ Ng has more than 30 years of experience in Infrastructure and Building Construction and 16 years in Property Development.

Mr. Wong was appointed on 5 March 2014. He is a member of New Zealand Institute of Chartered Accountants, a member of Malaysian Institute of Accountants and a member of Chartered Tax Institute of Malaysia. Mr. Wong started his career in Messrs Ernst & Young and subsequently moved to the commercial world holding positions such as Finance Director in the Malaysia subsidiary of Goodman Fielder Wattie Australia, Senior GM of Larut Consolidated Bhd before being the Chief Executive Officer of Jackley Holdings Limited, a Hong Kong public Listed Company. Mr. Wong was a member of the Management Committee in the early stages of the North South Highway project as well as the initial member in the West Coast Expressway project. He is currently an Executive Director of Consortium Zenith BUCG Sdn Bhd, the company undertaking the Penang ring roads and undersea tunnel project. Other than Vizione Holdings Berhad, Mr. Wong is also the Executive Director of Voir Holdings Berhad, a public company listed in Bursa Malaysia.

Managing DirectorAge: 55, Malaysian, Male

Dato’ Ng Aun Hooi

Executive DirectorAge: 60, Malaysian, Male

Wong Kwai Wah



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Mr. Chan was appointed on 30 March 2017. He is a member of Nomination Committee and Remuneration Committee and Chairman of the Audit Committee. He is a member of the Malaysian Institute of Certified Public Accountants (MICPA) and started his career with KPMG. Mr. Chan has over 30 years of local and international financial and management experience. He was a director of SEAL Berhad, and Wing Teik Holdings Berhad, General Manager of MBF Hotels Group, Special Advisor to KLIH Holdings Berhad and General Manager Corporate Finance of MBF Holdings Berhad and director of Garnet Ventures Limited. He is also the managing partner of Matheus Allen Groswell.

Dato’ IR Mohamad Shokri was appointed on 7 March 2014 and was re-designated as Senior Independant Non-Executive Director on 30 March 2017. He is a member of the Audit Committee and Chairman of the Nomination Committee and Remuneration Committee. He is a Member of Institute of Engineers Malaysia and Board of Engineers Malaysia, Member of The Road Engineering Association of Malaysia, Member of Malaysian Water Association, registered Professional Engineer (PE) and International Professional Engineer (Int. PE). Dato’ Ir. Mohamad Shokri is the Executive Chairman of Jurutera Konsuit Maju Sdn Bhd and he started his engineering career as a Road Engineer at Jabatan Kerja Raya Kelantan in July 1978. He then served in various positions including District Engineer of Kuala Krai/Gua Musang, Timbalan Pengarah Jabatan Kerja Raya Perlis and Senior Project Engineer of Johor Water Supply. He opted for an early retirement in September 1996 after serving as Pengarah JKR Perlis from 1988.

Independent Non-Executive DirectorAge: 55, Malaysian, Male

Chan Chee Wing

Senior Independent Non-Executive DirectorAge: 64, Malaysian, Male

Dato’ IR Mohamad Shokri bin Abdullah



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None of the Directors have any family relationship with any Director and/or major shareholder of Vizione Holdings Berhad.

Other than the related parties transactions disclosed in page 76 of the Annual Report which involving the companies that Dato’ Ng Aun Hooi has interest, none of the directors have any conflict of interest with the company.

Other than traffic offences, none of the Directors have been convicted for any offences within the past 5 years and particulars of any public sanction or penalty imposed by the relevant regulatory bodies during the financial year.

Except for Mr. Wong Kwai Wah, none of the other Directors hold any directorships in other public listed companies.

The Directors’ attendance for the Board Meetings for the financial year ended 31 May 2017 is presented on page 23 of the Annual Report.

Except for Dato’ Ng Aun Hooi and Mr. Wong Kwai Wah, none of the other Directors hold any shares, direct or indirect in the company or its subsidiaries. Dato’ Ng Aun Hooi and Mr. Wong Kwai Wah shareholdings in the Company are disclosed in page 37 of the Annual Report.

a. Family Relationship

b. Conflict of Interest

c. Conviction for Offences

d. Directorship in other Public Companies

e. Directors’ attendance for Board Meetings for the financial year ended 31 May 2017

f. Directors’ Shareholdings

OTHER INFORMATION



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DISCUSSION & ANALYSISMANAGEMENT

BUSINESS OVERVIEWThe Group is principally engaged in construction activities within Malaysia. The Group has built up its strength in the construction of government low cost and affordable homes, and intend to increase more participations in private construction projects.

FINANCIAL REVIEW

SUMMARY OF KEY FINANCIAL INFORMATION

FYE 31 May 2017RM’000

FYE 31 May 2016RM’000

Revenue

Profit/(loss) before tax

Total comprehensive income/(expenses)

Shareholders’ fund

Earnings/(loss) per share (sen)

Net assets per share (sen)

49,104 36,708

2,125 452

598 112

75,084 16,214

0.12 0.04

8.58 5.56

For the financial year 2017, revenue for the Group amounted to RM49.10 million, an increase of RM12.39 million or 33.7% over the previous year’s revenue of RM36.71 million. Higher revenue was attributed to the increase in number of construction projects during the year.

Revenue

The group’s profitability improved in the financial year 2017, recording a profit before tax (“PBT”) of RM2.12 million, as against RM0.45 million in the previous year. Higher PBT was contributed by higher gross profit of RM7.64 million (RM2.57 million in FYE2016) despite a one off charge amounting to RM1.13 million, being expenses relating to the rights issue completed during the financial year.

Profitability



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On 7 November 2016, the Company completed Capital Reorganisation involving par value reduction, capital reserve reduction and share premium reduction.The Capital Reorganisation serves to rationalise the financial position of Vizione by reducing the accumulated losses to better reflect the value of the underlying assets of the Group.

In February 2017, the company raised gross proceeds of approximately RM58.29 million from its rights issue with free attached warrants. A final subscription level of 99.84%, representing 582,924,900 rights shares was recorded. These funds will be utilised to continue the Company’s commitment to profitability and growth.

On 21 August 2017, the company issued a circular to shareholders in relation to the:

No dividend has been proposed and paid during the current financial year ended 31 May 2017 as the the Group is currently seeking more construction projects to grow the company.

On 6 September 2017, all the above resolutions were duly passed by way of poll at the Extraordinary General Meeting of the company. The company is currently in the process of implementing the private placement exercise.

Corporate Activities

Dividend

(i) Proposed acquisition of up to 100% equity interest in Wira Syukur (M) Sdn. Bhd. for a purchase consideration of up to RM280,000,000 to be satisfied via the combination of issuance of new ordinary shares of Vizione Holdings Berhad to be issued at an issue price of RM0.11 per Vizione share and the balance in cash.

(ii) Proposed private placement of up to 1,687,440,000 vizione shares to be subscribed by potential investors to be identified later.


The increase in shareholders’ fund and net asset is mainly due to the proceeds from rights issue amounting to RM58.29 million which completed during the financial year.

Shareholders’ Fund and Net Assets per Share


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OPERATIONS REVIEWConstruction activities, which is operated under Vizione Construction Sdn Bhd, is the core business of the Group. The following ongoing projects are expected to be completed within the next two years:

Lahad Datu GHSThe project is to design, build and deliver 410 units 5-storey Apartments for Government Housing Project, (“GHS”) at Lahad Datu, Sabah. The contract value is RM63.7 million and target completion is second quarter of 2019.

Machang GHSThe project is to design, build and deliver 418-units 5-Storey Apartments for Government Housing Project, (“GHS”) at Machang, Kelantan Darul Naim. The contract value is RM58.0 million and target completion is fourth quarter of 2019.

Tawau GHSThe project is to design, build and deliver 470-units 5-storey Apartments for Government Housing Project, (“GHS”) at Jalan Merotai, Tawau, Sabah. The contract value is RM38.5 million and target completion is first quarter of 2018.

Kota Belud GHSThe project is to Design, build and deliver 900-units Single Storey Terrace House for Government Housing Project, (“GHS”) at Ulu Perasan, Kota Belud, Sabah. The contract value is RM80.5 million and target completion is third quarter of 2018.



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Krubong, Paya RumputDesign, Build and Deliver 600-units 10-storey Low Cost

Apartments for People’s Housing Programme atPaya Rumput, Melaka.

Contract Value: RM57.0 million

Completed: March 2016

CompletedProjects

Tehel, Ayer PanasDesign, Build and Deliver 500-units 12-storey Low Cost

Apartments for People’s Housing Programme atAyer Panas, Melaka.

Contract Value: RM48.0 million

Completed: March 2016

Prime Minister Datuk Seri Najib Razak handover the keys to the new residents of the Tehel, Ayer Panas People’s Housing Programme on 21 April 2017.



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The Board would also consider expanding the Group’s portfolio to include construction opportunities in mega infrastructures and smart private public partnerships. It is the Group’s vision to be the diversified conglomerate with an outstanding reputation for quality and innovation. The Group has clear mission to guide the organisation firstly, by providing a rewarding working environment which fosters innovation, teamwork, continuous improvement and career advancement. Secondly, by constantly upgrading skills and professionalism and to excel in our core business. Thirdly, by building a strong relationship with strategic partners and consistently delivering excellent service, and lastly, to actively support the communities through CSR programs. These in turn, would enable the Group to deliver sustainable returns to our shareholders.

The existing Tawau and Kota Belud projects together with the new projects in Lahad Datu and Machang are expected to contribute positively to the earning of the Group moving forward.

Vizione Holdings Berhad view corporate social responsibility (CSR) as an important part of our business activities. Caring for our communities, protecting the environment, and taking care of the welfare of our employees and business partners while delivering our commitments to our stakeholders, are in line with our corporate care values.

SAFETY FIRSTVizione believes that safety is paramount in all aspects of our operations. Concerted efforts are continually made to create awareness on the collective responsibility among our employees for the prevention of injuries and occupational health hazards and the assurance of public safety when carrying out our business activities.

Besides, a Quality Management System, ISO- 9001:2015 for Provision of Construction Services for Building and Infrastructure Projects, has been established and implemented to enhance delivery of quality, reliable, healthy, safe and environmental friendly products and services to the community.

GROUP’S OUTLOOK

CORPORATE SOCIAL RESPONSIBILITY

The Group will continue to upgrade its competency through innovation and research in construction technology, such as with better IBS Systems, and improvements in practical construction management.

With the proposal acquisition of Wira Syukur(M) Sdn Bhd (“WSSB”), a company which has been in the construction industry for 20 years and being one of the leaders in the niche market of constructing low and affordable homes, the board is confident that the Group performance will be further strengthened. WSSB is currently undertaking numerous construction projects with a total on-going projects contract value exceeding RM1.0 billion and also total confirmed construction orders of approximately RM2.0 billion.



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CARING FOR OUR PEOPLEVizione recognizes the importance of non-work related activities amongst colleagues. To foster interaction amongst employees and build-up strong team spirit, we have organized various company activities including Tagline Competition, Birthday Celebration, Chinese New Year Lunch, Hari Raya Celebration and Christmas Party.

HUMAN CAPITAL DEVELOPMENTOur people are our most valuable asset. In recognition of this, Vizione places utmost importance in ensuring our people are equipped with the necessary skills and knowledge to keep us at the forefront of our businesses. Various programmes were held throughout the year to focus on upgrading the competencies of our people in order to unleash their hidden potential while creating a talent pool for succession planning. Some of the programmes arranged by the Group include “Companies Bill 2015: A snapshot of Changes”, “Implementing ISO 9001:2015 QMS in Construction”, “Amendments to the Listing Requirements”, “Human Resource Management Skills”, “Qlassic Awareness”, “Update 2017 Budget”, “ISO 9001:2015 Internal Audit Training”, “Integrity Management”, “Integrity Course”, “Board Masterclass On Leadership During Crisis”, “Budget 2017 Tax Briefing”, “CXO Trader”, “New Company Act & Corporate Governance”, and “Property Gains Tax, Investment Holding Company And GST Accounting for Property Developers”

CORPORATE SOCIAL RESPONSIBILITY (CONT’D)

HELPING TO BUILD A BETTER SOCIETYVizione continues to support borderless charitable initiatives through variety social contributions to help the needs of communities. Philanthropy or donation has been one of the corporate social events carried out by the Group annually. The Group participated in Chinese New Year event held in Rumah Victory Eldery Home, the employees and Group’s Managing Director spent time with the elderly over refreshments and entertainment activities. The Group also organised a half day visit to Trinity Community Children Home to provide charity cleaning services in order to give a clean and pleasant environment to the children.



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CORPORATE GOVERNANCESTATEMENT


The Board of Directors (“The Board”) remains committed and continues to uphold to the highest standard of corporate governance in managing the affairs of the Company and its subsidiaries (“the Group”), guided by the Principles and Recommendations of the Malaysian Code on Corporate Governance (“the Code”). Pursuant to Paragraph 15.25 of Bursa Malaysia Securities Berhad (“Bursa Securities”) the Board would like to report that it has observed and complied with the Principles and Recommendations of the Code for the financial year ended 31 May 2017.

The Board is guided by a Board Charter which provides reference for directors in relation to the Board’s role, powers, duties and functions. The Board will regularly review the Board Charter to ensure it remains consistent with the Board’s objectives and responsibilities, and all the relevant standards of corporate governance.

The Board is responsible for strategic planning, oversight and overall management of the Group. To ensure the Board members are aware of their duties and responsibilities, the Board had established a governance model via the Board Charter which sets out the roles, composition and responsibilities of the Board. The Board has also delegated specific matters to various Board Committees which operate within their respective approved Terms of Reference.

The Board’s role is to lead and control the affairs on behalf of shareholders. The Board takes into account the interests of all stakeholders when making decisions so as to ensure that the twin objectives of enhancing prosperity and creating long term shareholders’ value are met. In addition, the Board monitors the performance of the Group’s various areas of operations. To enhance the Board’s effectiveness and performance, the Board has established the following Board Committees to perform certain of its functions and provide it with recommendations and advice:

There is a clear division of responsibilities between the Executive Directors and Non-Executive Directors of the Board. The Executive Directors are responsible for the implementation of the Board’s decision and policies, overseeing of day to day management and coordination of business and strategic decisions. The Independent Non-Executive Directors play a significant role in bringing objectivity and scrutiny to the Board’s deliberations and decision making. Any material and important proposals that will significantly affect the policies, strategies, directions and assets of the Group will be subject to approval by the Board.

• Nomination Committee• Remuneration Committee• Audit Committee

1.0 CLEAR ROLES AND RESPONSIBILITIES

i. Reviewing and adopting a strategic plan for the GroupThe Board provides direction and has in place a strategy planning process, whereby the management presents its recommended strategy and business plans to the Board for review and approval before implementation.

In the financial year 2017, the Group continued to focus on improving market growth and strengthen Vizione’s financial position. The Group views the venture into Government Housing Scheme (“GHS”) projects as promising and wishes to increase its involvement in GHS projects. The Group will continue to seek and secure new business opportunities and to expand its existing business in the construction and development sectors.

The Managing Director is responsible to oversee the daily management of the Company’s business and operations. The Executive Directors are assisted by the various divisional heads in monitoring daily activities and further supported by the management and other Committees established within the Company’s management framework.

The Management’s performance is monitored and assessed by the Board through management reports which are tabled to the Board on a periodic basis. These reports include a comprehensive summary of business operations and financial performance. The Board is also kept informed of key strategic initiatives and operational issues within the Group.

ii. Overseeing the conduct of the Group’s business

The Board discharged its responsibilities in the best interests of the Group, as follows:


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The Board strongly believes in applying good working ethics and code of conduct in all business dealings. The Directors of the Group are guided by the Code of Ethics established by the Companies Commission of Malaysia for Company Directors. The Code of Ethics sets out the principles in relation to sincerity, integrity, responsibility and corporate social responsibility.

To further enhance corporate governance practices across the Group, there is a whistle-blowing policy adopted which provides directors, officers, employees and stakeholders of the Group with an avenue to report suspected improprieties at the earliest opportunity. This lays down the communication channel available and the aim of this policy is to encourage the reporting of such matters in good faith, with the confidence that the person filing the report, to the extent possible, be protected from reprisal, victimization, harassment or subsequent discrimination.

Any person who wishes to report a suspected impropriety may submit his/her report to the Chairman of Audit Committee.

The Board is mindful of the importance of business sustainability, and is committed to conduct its business in a socially responsible manner. The Board promotes good corporate governance through sustainability practices by implementing sustainable corporate strategies and practices. The Group has embraced good corporate responsibility practices in the areas of workplace, community, environment and stakeholders’ engagement.

iii. Identifying principal business risks and ensuring the implementation of appropriate systems to manage risks.

The Audit Committee, the Risk Management Committee (“RMC”), together with Internal Audit function, oversee the Enterprise risk Management (“ERM”) framework of the Group. The RMC reviews and identifies areas of potential high risk faced by the Group and advises the Management and makes recommendations to the Audit Committee and the Board to establish adequate compliance and controls over the organization. The RMC also reviews risk management policies and makes recommendations to Audit Committee and the Board for approval. Details on the Audit Committee, Risk Management Committee and the Group’s ERM framework are set out in the Statement on Risk Management and Internal Control of this Annual Report.

The Board, with the assistance of the Nomination Committee (“NC”), ensures that an appropriate framework and plan for succession within the Group are in place. The Board has also entrusted the Managing Director with the responsibility to review candidates, compensation packages and oversees development for key management positions.

iv. Succession planning

v. Overseeing the development and implementation of a shareholder communication policy for the Group

The Group believes in, and emphasizes, the importance of communication among shareholders, stakeholders and the Company. Adequate communication generates and builds public confidence towards the company. The Board endeavors to ensure that pertinent information such as annual reports, quarterly reports, and announcements are released on a timely basis via:

• Electronic facilities provided by Bursa Securities

• Press releases• Corporate website

• Emails

• Road shows• AGM / Extraordinary Meetings

vi. Reviewing the adequacy and integrity of management information and internal controls system of the Group.

The Board is ultimately responsible for the adequacy and integrity of the Group’s internal control system. The Board ensures that there is a sound framework of reporting on internal controls and regulatory compliance. The internal audit function has been outsourced to an independent service provider and the Audit Committee regularly reviews and scrutinizes the audit reports. Details relating to the internal control system and review of effectiveness are available in the Statement on Risk Management and Internal Control as set out in this Annual Report.

1.0 CLEAR ROLES AND RESPONSIBILITIES (CONT’D)

The Board meets at least every quarterly and more frequently as and when business or operational needs arise. There are established procedures on the agenda, content and presentation of reports for each meeting so that all pertinent information are included. All Board members are supplied with information on a timely manner. Board papers are circulated in advance prior to Board meetings and the reports provide, amongst others, financial and corporate information, significant financial and corporate issues, the Group’s and the Company’s performance and any management proposals which required the approval of the Board.

All Directors have access to the advice and services of the Company Secretaries in furtherance of their duties. The Company Secretaries are responsible for providing support and appropriate guidance to the Board on policies and procedures, rules and regulations and relevant laws in regard to the Company as well as the best practices on governance. Where appropriate, the Directors may obtain independent professional advice at the Company’s expense on specific issues to enable the Board to make well informed decisions in discharging their duties on matters being deliberated.

The Board is regularly updated and apprised by the Company Secretaries on new regulations issued by the regulatory authorities. The Company Secretaries also serve notice to the Directors and Principal Officers to notify them of closed periods for trading in Vizione shares.



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2.1 Nomination Committee

The Group places high importance to ensure the Board comprises members with suitable academic and professional qualifications, skills, expertise and wide exposure. Towards this end, the Nomination Committee always monitors that there is an appropriate balance of expertise and ability. In addition, the Committee also regularly assesses the effectiveness of the Board as a whole and the contribution of each individual director including Independent Non-Executive Director.

The Nomination Committee currently comprises entirely Independent Non-Executive Directors as follows:

The Nomination Committee is empowered to bring to the Board, recommendations as to the appointment of any new Executive or Non-Executive director, provided that the Chairman of the Nomination Committee, in developing such recommendations, consults all directors and reflects that consultation in any recommendation of the Nomination Committee brought forward to the Board. In making its recommendation, the Nomination Committee will consider the required mix of skills, knowledge, expertise, experience and other qualities, including core competencies which Directors of the Company should bring to the Board.

To ensure that the Board has an appropriate balance of expertise and ability, the Nomination Committee regularly reviews the profile of the required skills and attributes. This profile is used to assess the suitability as executive or non-executive directors of candidates put forward by the directors and outside consultants. In addition, the Committee also regularly assesses the effectiveness of the Board as a whole and the contribution of each individual director including Independent Non-Executive Director. All assessments and evaluations carried out by the Nomination Committee in discharging its functions have been well documented.

There was one Nomination Committee meeting held during the financial year 2017. All members of the Nomination Committee were present during that meeting.

Chairman

Dato’ Ir. Mohamad Shokri bin Abdullah(Senior Independent Non-Executive Director)

Datuk Dr. Raman bin Ismail(Independent Non-Executive Chairman)

Chan Chee Wing(Independent Non-Executive Director)

(Appointed on 20 Sep 2017)

COMMITTEE MEMBERS

1.0 CLEAR ROLES AND RESPONSIBILITIES (CONT’D)

2.0 STRENGTHEN COMPOSITION

The Company Secretaries attend and ensure that all Board meetings are properly convened and that accurate and proper records of the proceedings and resolutions passed are recorded and maintained in the statutory register of the Group.

The Company Secretaries work closely with Management to ensure that there are timely and appropriate information flows within and to the Board and Board Committees.

The Group has a Board Charter that sets out the role and responsibilities of its Board, Chairman and Directors. Specifically, it spells out the authority, responsibilities, membership and operation of Board of the Director, adopting principles of good corporate governance and practice, in accordance with applicable laws in Malaysia. The Board is guided by the Board Charter which provides reference for directors in relation to the Board’s role, powers, duties and functions. The Board will regularly review the Board Charter to ensure it remains consistent with the Board’s objectives and responsibilities, and all the relevant standards of corporate governance.

The Board Charter is available on the Company’s website.

The Board has five (5) members and the composition fulfills the requirements set out under Main Market Listing Requirements of Bursa Malaysia Securities Bhd. which stipulates that at least two (2) directors or one-third of the Board must be independent. The profile of each Director is set out in page 7-9 of this Annual Report.

Andrew Lim Piow Tang(Independent Non-Executive Director)

(Resigned on 31 March 2017)


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Members

2.0 STRENGTHEN COMPOSITION (CONT’D)2.1 Nomination Committee (Cont’d)

Recruitment Process and Annual Assessment of Directors

The Nomination Committee adopts a transparent practice to assess the suitability of an individual to be appointed to the Board. Recruitment is based on preset criteria such as the individual’s skills, knowledge, expertise and experience, professionalism and integrity. The Nomination Committee also ensure that the procedures for appointing new Director are transparent and that appointments are made on the merit and against objective criteria for the purpose.

Re-appointment of Directors of the Company are in accordance with the Company’s Articles and good corporate governance practice. The performance of each Director of the Company was appraised by other Directors based on the characteristic of integrity, governance, participation, decision, independence and strategic perspective. Thereafter, the evaluation survey questionnaires are compiled into a summary report. The report is presented to the Nomination Committee and then to the Board.

For the financial year 2017, all the Directors met the expectations of the criteria set out in discharging their duties and responsibilities.

2.2 Remuneration Committee (“RC”)

Recruitment Process and Annual Assessment of Directors

The Remuneration Committee reviews the remuneration policy each year with a view to ensure that the policy is fair and able to attract and maintain talent. The Non-Executive Directors’ fees are tabled at the Group’s Annual General Meeting.

The objectives of the Group’s policy on Directors’ remuneration are to attract and retain Directors of the caliber needed to manage the Group successfully. The RC and the Board ensure that the Group’s remuneration policy remains supportive of the Group’s corporate objectives and is aligned with the interest of shareholders. In the case of executive directors, the component parts of their remuneration are structured to link rewards to corporate and individual performances. For non-executive Directors, their level of remuneration reflects the experience, expertise and level of responsibilities under taken by the particular non-executive Director concerned.

The Remuneration Committee comprises of the following Board members:

Board Gender Diversity

The Code recommended the Board to establish a policy formalizing its approach to boardroom diversity. The Board will review the suitability and credibility of women candidates for the Board to reach adequate women participation in the Board.

Workforce Diversity

At our Group level, our male and female employees’ ratio shows a distribution of 63:37 as at 31 May 2017, as compared to 60:40 as 31 May 2016. Our total staff stood at 19 as at 31 May 2017, as compared to 25 as at 31 May 2016.

Independent Directors who have been on the Board for a cumulative period of more than nine years will be recommended by the Board for re-election annually at the Annual General Meeting after evaluating the performance of the individual independent director and also based on the recommendation of the Nomination Committee.

In accordance with the Articles of Association of the Company, all Directors who are appointed by the Board are subject to election by shareholders at the first opportunity after their appointment. The Articles also provide that the Directors shall retire from office once at least in each three years but shall be eligible for re-election at each Annual General Meeting.

The performance and effectiveness of the Director and the Board were assessed individually and collectively, using evaluation survey questionnaires to evaluate the overall Board’s performance against criteria that the Board determines are important to its success. The Board’s performance and effectiveness evaluation in the financial year 2017 reported that the Board continues to operate effectively.

Chairman

Dato’ Ir. Mohamad Shokri bin Abdullah(Senior Independent Non-Executive Director)

Dato’ Ng Aun Hooi(Managing Director)


(Appointed on 20 Sep 2017)





21

AR2017

2.0 STRENGTHEN COMPOSITION (CONT’D)

2.2 Remuneration Committee (Cont’d)

There were two Remuneration Committee meeting held during the financial year ended 31 May 2017. All members of the Remuneration Committee were present during that meeting.

The Remuneration Committee had performed its duty to assess annually the remuneration package of its Executive Directors. The remuneration of non-executive directors proposed is determined by the Board which comprises the following:

The amounts of remuneration paid to Directors are disclosed in the Notes to the Audited Financial Statements. The details of the nature and amount of each major element of the directors’ remuneration for the financial year ended 31 May 2017 are as follows:

The numbers of Directors in each remuneration band for the financial year 2017 are as follows:-

These fees are payable to the Non-executive Directors and are recommended by the Board for the approval of the shareholders at each annual general meeting.

These allowances are payable to the Non-executive directors for attendance of the Board and Committee meetings. The meeting allowance is determined by the Board.

Directors’ Fees

Meeting Allowances

Although the Code requires that each Director’s remuneration be disclosed in details, the Board is of the opinion that transparency and accountability aspect of this requirement are still appropriately served. The band disclosure made above is in compliance with the Appendix 9C of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”).

Salaries

(RM)

ExecutiveRange

Fees

(RM)

Non-Executive

MeetingAllowances

(RM)

Others

(RM)

Total

(RM)

Executive Directors 660,129 21,000 8,800 78,024 767,953

Non - Executive Directors - 204,000 104,000 - 308,000

Below RM50,000 - 1

RM50,000-RM100,000 - 3

RM100,001-RM150,000 - -

RM150,001-RM200,000 1 -

RM200,001-RM250,000 1 -

RM250,001-RM300,000 - -

RM300,001-RM350,000 - -

RM350,001-RM400,000 1 -



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AR2017

3.0 REINFORCE INDEPENDENCE

4.0 FOSTER COMMITMENT

The Nomination Committee and the Board undertake an assessment of the Company’s independent directors annually based on the following criteria:

The Independent Non-Executive Directors are pivotal in bringing impartiality and scrutiny to the Board’s deliberation and decision making process. They do not participate in the daily operations and management of the Group.

The three (3) Independent Non-Executive Directors of the Group fulfilled the criteria of independence as defined in the Listing Requirements. The Company meets the minimum requirement prescribed by the Listing Requirements to have at least one-third of the Board comprised of Independent Non-Executive Directors.

• Compliance with the definition of Independent Director under the Listing Requirements of Bursa Securities and any other criteria determined by the Nomination Committee;

• Tenure of an Independent Director not to exceed a consecutive period of nine years or a cumulative period of nine years with intervals. The Board, may in exceptional cases and subject to the assessment of the Nomination Committee on an annual basis, recommend for an independent Director who has served a consecutive or cumulative term of nine years to remain as an Independent Director subject to shareholders’ approval.

3.1 Annual assessment of Independent Directors

4.1 Time Commitment

3.2 Tenure of Independent Directors

3.3 Board of Directors’ Composition

Returns on the assessment of the Directors’ Independence have been circulated to the Independent Directors for their confirmation. Based on the assessment in the financial year 2017, it concluded that all the Independent Directors remain independent of management and are able to exercise their independent judgement or the ability to act in the best interest of the Company.

The Group has high expectations of the availability and commitment of its Board members. The Board meets at least quarterly to consider all matters relating to the overall control, business performance and strategy of the Company. Additional meetings will be called as and when necessary. All relevant reports and board papers are distributed to all Directors in advance of the Board Meeting to allow the Directors sufficient time to peruse for effective discussion and decision making during the meetings. All pertinent issues discussed at the meetings in arriving at decisions and conclusions are properly recorded in the discharge of the Board’s duties and responsibilities.

In order to ensure attendance of Board meetings, the meeting dates for the calendar year are set and the Board usually confirms their attendance for each meeting. The attendance record of the Directors for the financial year ended 31 May 2017 was satisfactory with at least 50% attendance and a majority of them having full attendance. Save for Mr. Wong Kwai Wah who is members of other listed companies, the rest of the Directors do not have directorships in listed companies.

The Company takes into account of the recommendations of the Code for tenure of Independent Directors not to exceed nine years. However, the Board does evaluate and take into account the contributions of Independent Directors and is of the view that valuable contributions can be obtained from Directors who have, through their period of association with the Group, understand the intricacies of the Group’s business. The Board may, upon the completion of the nine years, re-designate the independent directors to be a non-independent director.

The Group takes serious effort to ensure the Board comprises members with suitable academic and professional qualifications, skills, expertise and wide exposure.

The Board comprises 5 members of whom 3 members are Independent Non-Executive Directors. The Board has more than 1/3 Independent Directors as its members. A brief profile of each Director is presented in the Profile of Directors section of this Report.

The composition of the members of the Board reflects a good mix of experience, backgrounds, skills and qualifications which are vital to the sustainability and growth



23

AR2017

4.0 FOSTER COMMITMENT (CONT’D)

4.1 Time Commitment (Cont’d)

During the financial year ended 31 May 2017, the Board held a total of 5 meetings and details of the attendance record of the Board for the financial year ended 31 May 2017 is set out below:

4.2 Directors’ Continuous Professional Development

The Group recognizes the need to upgrade and enhance the skills of the Board members. All existing Directors of the Company have successfully completed the Mandatory Accreditation Programme as required by Bursa Securities on all directors of listed companies.

The Directors will continue to undergo other relevant training programmes to keep themselves abreast with the relevant changes in laws, regulations and the business development.

All the Directors have complied with the minimum 50% attendance requirement in respect of Board Meeting as stipulated in the Listing Requirements. In the intervals between Board Meetings, for any matters requiring Board’s decision, the Board’s approvals are obtained through circular resolutions. The resolutions passed by way of such circular resolutions are then noted at the next Board Meeting.

Name

Name of Directors

Datuk Dr. Raman bin Ismail Dato’ Ng Aun Hooi

Datuk Chai Woon Chet Wong Kwai Wah

Andrew Lim Piow Tang Dato’ Ir. Mohamad Shokri bin Abdullah

Chan Chee Wing

Datuk Dr Raman Bin IsmailAndrew Lim Piow TiangWong Kwai WahDato’ IR Mohamad Shokri Bin AbdullahDatuk Chai Woon ChetDatuk Dr Raman Bin Ismail

Dato’ Ng Aun Hooi

Datuk Chai Woon Chet

Dato’ IR Mohamad Shokri Bin Abdullah

Wong Kwai Wah

Andrew Lim Piow Tiang

Dato’ Ng Aun Hooi

Status of Directorship

Course Title

Attendance %

Mode of TrainingDate

Independent Non-Executive ChairmanManaging DirectorExecutive DirectorExecutive Director

Independent Non-Executive Director Senior Independent Non-Executive Director

Independent Non-Executive Director

Financial Insights & Reporting For Public Listed CompanyFinancial Insights & Reporting For Public Listed CompanyFinancial Insights & Reporting For Public Listed CompanyFinancial Insights & Reporting For Public Listed CompanyFinancial Insights & Reporting For Public Listed CompanyHighlights of the Companies Act 2016, Malaysian Code on Corporate Governance 2012Highlights of the Companies Act 2016, Malaysian Code on Corporate Governance 2012Highlights of the Companies Act 2016, Malaysian Code on Corporate Governance 2012Highlights of the Companies Act 2016, Malaysian Code on Corporate Governance 2012Highlights of the Companies Act 2016, Malaysian Code on Corporate Governance 2012Highlights of the Companies Act 2016, Malaysian Code on Corporate Governance 2012Real Property Gains Tax, Investment Holding Company and GST Accounting for Property Developers

5/55/53/44/54/45/51/1

1001007580

100100100

SeminarSeminarSeminarSeminarSeminarSeminar

Seminar

Seminar

Seminar

Seminar

Seminar

Conference and Seminar

19/12/201619/12/201619/12/201619/12/201619/12/2016

6/3/2017

6/3/2017

6/3/2017

6/3/2017

6/3/2017

6/3/2017

16/3/2017



24

AR2017

5.0 UPHOLD INTEGRITY IN FINANCIAL REPORTING

6.0 RECOGNISE AND MANAGE RISK

The Board has always endeavour to provide true, fair and comprehensive financial reporting of the Group’s performance in the audited financial statements and quarterly financial reports together with material disclosures in the notes to accounts. The Audit and Risk Management Committee assists the Board in discharging its fiduciary duties by ensuring that the audited financial statements and quarterly financial reports are prepared in accordance with the Malaysian Financial Reporting Standards (“MFRS”) and Listing Requirements.

6.1 Risk Management and Internal Control

The Board is committed to maintain a good risk management framework and sound system of internal control within the Group. The Group has an embedded risk management framework process for the identification, evaluation, reporting, treatment, monitoring and review of the major strategic, business and operation risks within the Group.

The Board is committed to provide a balanced, clear and meaningful assessment of the financial performance of the Group via all relevant disclosures and announcements made.

The Audit Committee performed an annual assessment on the performance, suitability and independence of the external auditors as well as reviewing the non-audit services provided by the external auditors, if any, based on the four key areas:

Non-audit fees amounting to RM111,800 were paid to the Group auditors in the financial year 2017 in respect of the reporting accountant fees for the Company’s right issue exercise.

The Audit Committee had obtained an assurance from the external auditors confirming that they were, and had been, independent throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements.

The Audit Committee is satisfied with the competence and independence of the external auditors.

The Audit Committee comprises:

• Quality of service; • Sufficiency of resources; • Communication and interaction; and • Independence and objectivity

In presenting the annual audited financial statements and quarterly announcement of results to shareholders, the Board aims to present a balance and fair assessment of the Group’s financial position and prospects. The Audit Committee reviews the Group’s quarterly financial results and annual audited financial statements to ensure accuracy, adequacy and completeness prior to presentation to the Board for its approval.

The Audit Committee assists the Board in discharging these responsibilities by overseeing the risk management framework and advises the Board on areas of high risk encountered by the Group as well as the adequacy of compliance and controls. The Audit Committee also reviews the action plan implemented and makes relevant recommendations to the Board to manage residual risks.

The Audit Committee assists the Board to oversee and scrutinize the process and quality of financial reporting, which includes monitoring and reviewing the integrity of the financial statements and appropriateness of the Group’s accounting policies to ensure accuracy, adequacy and completeness of the report, as well as compliance with the relevant accounting standards.

Chairman



Dato’ Ir Mohamad Shokri Bin Abdullah(Senior Independent Non-Executive Director)


Members

5.1 Financial Reporting

5.2 Compliance with Applicable Financial Reporting Standards

5.3 Assessment of Suitability and Independence of External Auditors


(Appointed on 31 March 2017)



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AR2017

6.0 RECOGNISE AND MANAGE RISK (CONT’D)

7.0 TIMELY AND HIGH QUALITY DISCLOSURE

6.1 Risk Management and Internal Control (cont’d)

7.1 Corporate Disclosure Policy

7.2 Dissemination of Information

6.2 Internal Audit Function

Attendance of Members of the Audit Committee at meetings held during the financial year 2017 is as follows:

The Board has set up pertinent corporate disclosure policies and exercises close monitoring of all price sensitive information required to be released to Bursa Malaysia and makes material announcements to Bursa Malaysia in a timely manner.

The Group exercises close monitoring of all price sensitive information required to be released to Bursa Securities and makes material announcements to Bursa Securities in a timely manner. In accordance with best practices, the Board would strive to disclose price sensitive information to the public as soon as practicable through Bursa Securities, the media and the Group’s website. Price sensitive information refers to any information that, on becoming generally available, would tend to have a material effect on the market price of the Company’s listed shares.

Members of the Board and Senior Management with privy to price sensitive information are prohibited from dealing in the shares of the Company until such information is publicly available. This is in addition to the provisions relating to the “closed period” for dealing in the Company’s shares.

In addition, the Company’s website incorporated an Investor Relations section where the annual report and interim financial results would be captured. Directors’ Report and Audited Financial Statements, the Annual Reports, Interim Financial Statements together with the Company’s announcements and other information about the Group are available on our website (http://www.vizione.com.my).

The internal audit function of the Group is outsourced to an independent professional services firm to provide the Audit Committee and the Board with the assurance they require pertaining to the adequacy and effectiveness of internal control.

The details of the internal control system are set out in the Risk Management and Internal Controls Statement in this Annual Report.

The Audit Committee’s terms of reference includes the review of and deliberation on the Group’s financial statements, the audit findings of the external auditors arising from their audit of the Group’s financial statements and the audit findings and issues raised by internal audit together with the Management’s responses thereon.

External Auditors, Internal Auditors, Executive Directors and members of senior management attend the meetings at the invitation of the Audit Committee.

For details on the functions, composition, membership and summary of activities of the Audit Committee in the financial year 2017, please refer to the Report on Audit Committee of this Annual Report.

COMMITTEE MEMBERS

Andrew Lim Piow Tang (Resigned on 31 March 2017)Chan Chee Wing (Appointed on 31 March 2017)Dato’ Ir Mohamad Shokri Bin Abdullah Datuk Dr. Raman bin Ismail

ATTENDANCE AT AC MEETINGS %

4/41/15/55/5

100100100100



26

AR2017

8.0 STRENGTHEN RELATIONSHIP WITH SHAREHOLDERS8.1 Shareholders Participation at General Meeting

In addition to communicating and engaging shareholders through annual reports, annual general meetings, continuing and timely disclosures of information, the Group welcomes dialogues with shareholders and investors to discuss issues and obtain feedback. The Chairman, Managing Director, Executive Directors and Senior Management personnel participate in discussions with shareholders to ensure they are given as accurate and fair representation of the Group’s performance and position.

At each annual general meeting, the Directors of the Company would be present at the meetings to answer any questions that the shareholders may ask. The Chairman of the meeting provided time for the shareholders to ask questions for each agenda in the notice of the annual general meeting. The external auditors will also present at the annual general meeting to answer any questions that the shareholders may ask. The shareholders will also be able to meet with the Directors after the meeting while they mingled with the shareholders, proxies and corporate representatives.

Notices of AGM are dispatched at least 21 days before the AGM in accordance with the Companies Act and Bursa Securities’ Listing Requirements. This would accord sufficient time for the shareholders to make the necessary arrangements to attend and participate in person or by proxy. In conjunction with this, Annual Reports are dispatched together with all relevant information supporting each proposed resolution to enable the shareholders to evaluate and vote accordingly.

Dialogues and discussions with investors and analysts are conducted within the framework of the relevant Corporate Disclosure Guidelines under the Listing Requirements and comply with the Best Practices in Corporate Disclosure published by the Malaysian Institute of Chartered Secretaries and Administrators.

8.2 Poll Voting

In line with the revised main market listing requirements of Bursa Malaysia Securities Berhad, all resolutions put to general meetings will be voted by poll. An independent scrutineer will be appointed to validate the votes cast at general meetings.

8.3 Communication and Engagement with Shareholders

The Group communicates with its shareholders through the timely release of financial results on a quarterly basis, annual report, press releases and announcements to Bursa Securities. Financial results and press releases are also placed on the corporate website to keep shareholders and investors informed of the Group’s performance.

Shareholders, investors and members of the public who wish to contact the Group on any enquiry, comment or proposal can channel them through e-mail @ [email protected].

Shareholders and investors can obtain the Group’s latest announcements such as quarterly financial results at Bursa Malaysia website (www.bursamalaysia.com) and the Group’s website (www.vizione.com.my)

The Company is committed to achieve high standards of corporate governance throughout the Group and to the highest level of integrity and ethical standards in all its business dealings.

The Board is of the opinion that for the financial year ended 31 May 2017, the Company has generally adhered to the Principles and Recommendations as set out in the Code.

This Statement is made in accordance with the resolution of the Board of Directors on 6 September 2017.

STATEMENT OF COMPLIANCE WITH THE RECOMMENDATIONS OF THE CODE



27

AR2017

ADDITIONAL COMPLIANCEINFORMATION

1. UTILISATION OF PROCEEDSThe Rights Issue with Warrants has been completed with the listing of 582,924,900 rights shares together with 291,462,450 warrants-c on the Main Market of Bursa Securities on 10 February 2017.

The total proceeds received from the rights shares was RM58,292,490.

The status of utilisation of the proceeds as at 31 May 2017 are as follows :-

2. OPTIONS, WARRANTS AND CONVERTIBLE SECURITIESDuring the financial year, 131,600 Irredeemable Convertible Unsecured Loan Stock (“ICULS”) were converted into 66,500 new ordinary shares of RM0.10 each of the Company by surrendering for cancellation of 2 ICULS of RM0.10 nominal value of ICULS for every 1 new ordinary share of RM0.10 each in the Company.

There was no exercise of Warrant A, B and C. Warrant A had expired on 10 August 2016.

3. IMPOSITION OF SANCTIONS AND/OR PENALTIESOn 23 December 2016, Bursa Malaysia Securities Berhad (“Bursa Securities”) had publicly reprimanded the Company and 9 former directors of VIZIONE for breaches of the Bursa Securities Main Market Listing Requirements. The breaches were committed between the years of 2011 to 2013. In addition, 8 out of the 9 former directors were fined a total of RM1,112,000.

4. AUDIT AND NON-AUDIT FEES The amount of audit fees incurred for statutory audit services rendered to

the Group by the external auditors for the financial year ended 31 May 2017 amounted to RM41,000 of which RM20,000 was incurred by the Company.

The amount of the non-audit fees incurred for services rendered by the external auditors for the financial year ended 31 May 2017 amounted to RM111,800 for the Group and the Company.

5. MATERIAL CONTRACTS The Company had on 31 March 2017 entered into a Head of Agreement

(“HOA”) with Dato’ Ng Aun Hooi, Mr. Bee Jian Ming and Mr. Goon Mong Yee, to explore and further negotiate on the proposed acquisition of the entire issued and paid-up share capital of Wira Syukur (M) Sdn. Bhd. (“WSSB”) from them.

The HOA above had been superseded by the conditional shares sale agreement entered into between Vizione, Dato’ Ng Aun Hooi, Mr. Bee Jian Ming and Mr. Goon Mong Yee dated 13 April 2017 for the proposed acquisition of up to 2,500,000 ordinary shares of WSSB, representing up to 100% equity interest in WSSB for a total purchase consideration of up to RM280.00 million to be satisfied via the combination of issuance of consideration shares and the balance in cash.

These are material contracts that the Company entered into during the financial year which involved the interest of the Director and major shareholders.

6. CONTRACTS RELATING TO LOANSThere were no contracts relating to loans made by the Company during the financial year under review.

7. RECURRENT RELATED PARTY TRANSACTIONS (“RRPT”)The information on RRPT for the financial year ended 31 May 2017 is set out in the audited financial statements.

ConstructionActivities

Property Development Activities

Working Capital

Expenses in relation to the Corporate Exercise

40,000

9,987

7,105

1,200

18,700

-

6,928

1,200

21,300

9,987

177

-

Details of Utilisation

Total

Proposed Utilisation

RM‘000

58,292

Actual Utilisation

RM‘000

26,828

Balance Unutilised

RM‘000

31,464

Additional Compliance Information


28

AR2017

RISK MANAGEMENT AND INTERNAL CONTROL

STATEMENT Of

1. Introduction

2. Board Responsibilities

3. Risk Management FrameworkThe Board has established and developed an Enterprise Risk Management (“ERM”) framework to achieve the following objectives:

The Board is pleased to present its Statement on Risk Management and Internal Control which outlines the nature and scope of the risk management and internal control of the Group for the financial year 31 May 2017. This Statement on Risk Management and Internal Control is issued in line with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad on the status of the Group’s compliance with the principles and best practices relating

The Board of Directors recognizes the importance of sound internal controls and risk management in safeguarding the assets of the Group. However, such systems are designed to manage rather than eliminate the business risk totally. It should be noted that any system could provide only reasonable and not absolute assurance against material misstatement or fraud.

A risk analysis of the Group is conducted on a regular basis including constantly reviewing the process in identifying, evaluating and putting up necessary action to assess and monitor the impacts of the risk on the operation and business. The process requires management to comprehensively identify and assess all types of risks in terms of likelihood and magnitude of impact as well as to address the adequacy and application of mechanisms in place to manage, mitigate, avoid or eliminate these risks. Significant risks identified are subsequently brought to the attention of the Board at the scheduled board meetings. This serves as the on-going process of identifying, assessing and managing risks faced by the Group and has been in place for the year under review and up to the date of approval of this statement for inclusion in the Annual report.

The Group’s risk management continues to be driven by the Executive Directors and assisted by management. The Executive Directors and Management are responsible for identifying, evaluating and monitoring of risks and taking appropriate and timely actions to manage risk. These processes are embedded and carried out as part of the Group’s operating and business management processes. External and relevant professionals would be drawn on to assist and provide advices to the management team when necessary. In order to ensure the objectivity of the review of the risk management and systems of internal controls in the Group, the Audit Committee is instituted by the Board to undertake this role.

• communicate and disseminate across the organisation the vision, role and direction of the Group;

• identify, assess, evaluate and manage the various principal risks which affect the Group’s business;

to risk management and internal control as stipulated in the Malaysian Code of Corporate Governance 2012 (“the Code”).

The Board is committed to maintaining a sound system of internal control of the Company and is pleased to provide the following statement, which outlines the nature and scope of internal control of the Company during the current financial year.

The Group has in place an on-going process to identify, evaluate, monitor and manage any significant risks through the internal controls set out in order to attain a reasonable assurance that business objectives have been met. These controls are regularly reviewed by the Board and subject to continuous improvement.

• create a risk-awareness culture and risk ownership for more effective management of risks;

• formulate a systematic process of review, tracking and reporting on keys risks identified and corresponding mitigation procedures.

Statement of Risk Management and Internal Control


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AR2017

Statement of Risk Management and Internal Control

3. Risk Management Framework (Cont’d)

4. Internal Control Framework

5. Management with Responsibilities and Assurance

6. Board Assurance And Limitation

8. Review of the Statement by the External Auditors

7. Conclusion

In conducting its review, the process is regularly reviewed by the Board via the Audit Committee (“AC”) at the quarterly Board meeting with the assistance of the outsourced independent consulting firm (Messrs Total Advisors Sdn Bhd) to further review and improve the existing internal control processes within the Group. The Group will continue to focus on the key risks and corresponding controls to ensure that they are able to respond effectively to the business changes and competitive environment.

Management further supplements the Audit Committee review on control and risk assessment when presenting the quarterly financial performance and results to the Audit Committee and the Board including pertinent explanations on the performance of the Group. With management consultation, the Audit Committee reviews and analyses the interim financial results in corroboration with management representations on operations and the performance of its subsidiaries as well as deliberates the annual report and audited financial statements before recommending these documents to the Board for approval.

The other key elements of the Group’s internal control systems are described below:

• Monthly monitoring of operational results against the budget for the Board’s review and discussion;• Regular and comprehensive information provided to the Board, covering financial performance and key business indicators;• Regular updates of internal policies and procedures, to reflect changing risks or resolve operational efficiencies; and• Regular management meeting with all key personnel of respective department to address weaknesses and improve efficiency.

The Board is of the view that there is no significant breakdown or weaknesses in the system of internal control of the Group that may have material impact against the operations of the Group for the financial year ended 31 May 2017.

The Board recognizes the necessity to monitor closely the adequacy and effectiveness of the Group’s system of internal controls and risk management, taking into consideration the fast-changing business environment. Although the Board is of the view that the present risk management and internal control is adequately in place to safeguard the Company’s assets and sufficient to detect any fraud or irregularities, the Board is on a constant watch for any improvement that may strengthen its current system from time to time.

In accordance to the Bursa Securities’ Guidelines, Management is responsible to the Board for identifying risks relevant to the business of the Group’s objectives and strategies; implementing and maintaining sound systems of risk management and internal controls; and monitoring and reporting to the Board of significant control deficiencies and changes in risks that could significantly affect the Group’s achievement of its objective and performance.

The Board confirms that the process for identifying, evaluating and managing significant risks in the Group is on-going. For the financial year under review, there was no material loss resulting from significant control weaknesses. The Board is satisfied that the existing level of systems of internal control and risk management are effective and efficient to enable the Group to achieve its business objectives.

While, the Board wishes to reiterate that risk management and systems of internal control would be continuously improved in line with the evolving

The external auditors have reviewed this Statement of Internal Control. Their review has been conducted to assess whether the Statement of Internal Control is both supported by the documentation prepared by or for the Directors and appropriately reflects the process the Directors have adopted in reviewing the adequacy and integrity of the system of internal controls for the Group.

In producing this Statement, the Board has received assurance from Executive Directors that, to the best of their knowledge that the Group’s risk management and internal control systems are operating adequately and effectively, in all material aspects.

business development, it should be noted that the risk management and internal controls systems could only manage rather than eliminate risks of failure to achieve business objectives. Therefore, these systems of internal controls and risk management within the Group can only provide reasonable but not absolute assurance against material misstatements, frauds and losses.

This Statement is issued in accordance with a resolution of the Directors dated 6th September 2017.

Based on their review, the external auditors have reported to the Board that nothing has come to their attention that causes them to believe that this Statement is inconsistent with their understanding of the process that the Board has adopted in the review of the adequacy and integrity of internal control of the Group.


30

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The Board presents the Audit Committee Report to provide insights on the discharge of the Audit Committee’s functions during the financial year ended 31 May 2017.

The current composition of the Audit Committee are as follows:

All of the members of the Audit Committee are Non-Executive Directors and satisfied the test of independence and met the requirements of the Malaysian Code of Corporate Governance.

The performance of the Audit Committee and each of its members were reviewed by the Board on 9th September 2017 and is satisfied that they are able to discharge their functions, duties and responsibilities in accordance with the Terms of Reference of the Audit Committee, thereby supporting the Board in ensuring appropriate corporate governance standards within the Group.

AUDIT COMMITTEEREPORT

The Audit Committee held a total of five meetings during the financial year 2017.

The details of attendance of the Audit Committee Meetings during the financial year were as below:-

COMPOSITION

MEETINGS

Chairman of Audit Committee

Members

Chan Chee WingAndrew Lim Piow Tang

Dato’ Ir Mohamad Shokri Bin Abdullah Datuk Dr. Raman bin Ismail

Total no. ofmeetings attended

1455

Total no. of meetings heldduring tenure of office

1455

%

100100100100


(appointed on 31 March 2017)

Andrew Lim Piow Tiang(Independent Non-Executive Director)

(resigned on 31 March 2017)

Dato’ Ir Mohamad Shokri Bin Abdullah (Senior Independent Non-Executive Director)


Member of Audit Committee



31

AR2017


The external auditors responsible for the Group attended three Audit Committee Meetings held in the financial year 2017.

The external auditors were encouraged to raise with the Audit Committee any matters they considered important to bring to the Audit Committee’s attention. For the financial year 2017, two private sessions were held between the Audit Committee with the external auditors without the presence of the Executive Board members and management staffs.

The Chairman of the Audit Committee also sought information on the communication flow between the external auditors and the Management which was necessary to allow unrestricted access to information for the external auditors to effectively perform their duties.

Notices of the Audit Committee Meeting were sent to the Audit Committee Members at least one (1) week in advance. Upon that, the Company Secretaries will then compile the relevant meeting papers for dissemination to the Audit Committee by email and/or hand.

All deliberations during the Audit Committee Meetings were duly minuted. Minutes of the Audit Committee Meetings were tabled for confirmation at every succeeding Audit Committee Meeting.

The Chairman of the Audit Committee presented the Audit Committee’s recommendations together with the respective rationale to the Board for approval of the annual audited financial statements and the unaudited quarterly financial results. As and when necessary, the Chairman of the Audit Committee would convey to the Board matters of significant concern raised by the internal or external auditors.

During the financial year 2017, the summary of works undertaken by the Audit Committee comprised the followings:-

MEETINGS (Cont’d)

SUMMARY OF WORKS

1. Overview of Financial Performance and Reporting

2. Oversight of External Auditors

• Reviewed the unaudited quarterly financial results for the quarters ended 31 August 2016, 30 November 2016, 28 February 2017 and 31 May 2017 and recommended the same for the Board’s approval;

• Reviewed the financial performance and financial highlights of the Group;

• Reviewed the Audit Observations for the Group highlighted by the External Auditors for the financial year ended 31 May 2017;

• Received the Audit Progress Memorandum prepared by the External Auditors for the financial year ended 31 May 2017, covering updates of matters to highlight and significant outstanding information/documents from the audit field works;

• Reviewed the financial year 2017 Audit Planning Memorandum prepared by the External Auditors, entailing mainly the overview of audit approach, scope of work, auditing developments, significant risks and areas of audit focus of the Group;

• Met two times with the external auditors without the presence of the Executive Directors and Management;

• Reviewed the suitability and independence of the External Auditors vide a formalised “Assessment on External Auditors” and upon reviewed and being satisfied with the results of the said assessment, the same has been recommended to the Board for approval;

• Received and discussed with the External Auditors on the Illustrative Auditors’ Report as presented by the External Auditors;

• Discussed and reviewed with the External Auditors, the applicability and the impact of the new accounting standards and new financial reporting regime issued by the Malaysian Accounting Standards Board, and the scope of work and audit plan for the financial year 2017, including any significant issues and concerns arising from the audit;

• Reviewed the audit fees for the financial year 2017 prior to the Board’s approval; and

• Reviewed the draft audited financial statements for the financial year ended 31 May 2017 and recommended the same for the Board’s approval;

• Reviewed the Group’s compliance with the accounting standards and relevant regulatory requirements; and


32

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SUMMARY OF WORKS (Cont’d)

INTERNAL AUDIT FUNCTION

3. Oversight of Internal Auditors

4. Oversight of Risk Committee

6. Oversight of Internal Control Matters

5. Review of Related Party Transactions

1. Appointment

2. Summary of Internal Audit Works for the Financial Year 2017

• Reviewed the risk-based Internal Audit Plan for the Group for financial year 2017 and approved for adoption of the same by the Group throughout the financial year 2017.

• Reviewed the Internal Audit Reports for the financial year 2017 and assessed the internal auditors’ findings and the management’s responses and made the necessary recommendations to the Board of Directors for approval;

• Reviewed the progress updates on the follow-up review of the previous Internal Audit Reports;

• Monitored the progress of establishment of Risk Register.

• Reviewed and confirmed the minutes of the Audit Committee Meetings;

• Reviewed the disclosures in Statement on Corporate Governance for the inclusion in the Annual Report 2017;

• Reviewed compliance with policies, procedures and standards, relevant external rules and regulations;

• Assessed the adequacy and effectiveness of the Group’s system of internal control and recommended appropriate actions to be taken where necessary;

• The internal audits performed met the objective of highlighting to the Audit Committee the audit findings which required follow-up actions by the Management, any outstanding audit issues which required corrective actions to be taken to ensure an adequate and effective internal control system within the Group, as well as any weaknesses in the Group’s internal control system;

• Reviewed any related party transaction and conflict of interest situation that may arise within the Group including any transaction, procedure or course of conduct that raises questions on management integrity at each Audit Committee quarterly meetings.

The Group has appointed an outsourced internal audit service provider to carry out the internal audit function, namely Total Advisors Sdn. Bhd., providing the Board with a reasonable assurance of adequacy of the scope, functions and resources of the internal audit function. The purpose of the internal audit function is to provide the Board, through the Audit Committee, assurance of the effectiveness of the system of internal control in the Group.

The internal audit function is independent and performs audit assignments with impartiality, proficiency and due professional care.

During the financial year 2017, the summary of works undertaken by the internal auditors comprised the followings:-

• Reviewed the adequacy and performance of the internal audit function and its comprehensive coverage of the Group’s activities for the financial year 2017; and

• Reviewed and assessed the adequacy of the scope, functions, competency and resources of the outsourced internal auditors for the financial year 2017 and that they have the necessary authority to carry out their work.

• Receipt of updates from the Risk Committee on the Risk Register on quarterly basis.

• Reviewed the disclosures in Audit Committee Report and Statement on Risk Management and Internal Control to be included in the Annual Report 2017; and

• Ensured that those weaknesses were appropriately addressed and that recommendations from the internal audit reports and corrective actions on reported weaknesses were taken appropriately within the required timeframe by the Management; and

• Presentation of audit findings and corrective actions to be taken by Management in the quarterly Audit Committee Meetings.



33

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INTERNAL AUDIT FUNCTION (Cont’d)2. Summary of Internal Audit Works for the Financial Year 2017 (Cont’d)

3. Total costs incurred for the financial year 2017

For the financial year 2017, the following areas of the Group have been successfully audited in accordance with the Risk-based Audit Plan adopted:-

The total cost incurred for the outsourced internal audit function of the Group for the financial year 2017 is amounted to RM20,703 (2016: RM17,988).

Name of Audited Subsidiary

Vizione Holdings Berhad

Vizione Holdings Berhad&

Vizione Construction Sdn Bhd

Audit Area/ Function

• Review on Malaysian Code on Corporate Governance 2012 of which includes the following: -

Determine the status of compliance on current set up as per the Principles and Recommendation outlines in Malaysian Code on Corporate Governance 2012. The broad principles include the following:-

1. Establish clear roles and responsibilities2. Strengthen composition3. Reinforce independence4. Forster commitment5. Uphold integrity in financial reporting6. Recognize and manage risks7. Ensure timely and high quality disclosure8. Strengthen relationship between company

and shareholders

• The audit scope coverd the recruitment, promotions, transfers and terminations, statutory payments (EPF, PCB & SOCSO), payroll staff training and development, leave management and employee benefits.

Tabling of Internal Audit Report

3rd Quarter of financial year 2017

1st Quarter of financial year 2017



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DIRECTORS’ RESPONSIBILITY

STATEMENT ON

The Directors are required by the Companies Act, 2016 to ensure that financial statements for each financial year which give a true and fair view of the financial position as at the end of the financial year and the financial performance of the Group and the Company for the financial year.

In preparing the financial statements, the Directors are responsible for the adoption of suitable accounting policies that comply with the provisions of the Companies Act, 2016, the Malaysian Financial Reporting Standards and International Financial Reporting Standards. The Directors are also responsible to ensure their consistent use in the financial statements, supported where necessary by reasonable and prudent judgements.

The Directors hereby confirm that suitable accounting policies have been consistently applied in the preparation of the financial statements. The Directors also confirm that the Group and the Company maintain adequate accounting records to safeguard the assets of the Group and Company.

Statement on Directors’ Responsibility



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DIRECTORS’ REPORT

STATEMENT BY DIRECTORS

STATUTORY DECLARATION

INDEPENDENT AUDITORS’ REPORT

STATEMENTS OF FINANCIAL POSITION

STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

STATEMENT OF CHANGES IN EQUITY

STATEMENTS OF CASH FLOWS

NOTES TO THE FINANCIAL STATEMENTS

REALISED AND UNREALISED PROFITS/LOSSES(SUPPLEMENTARY INFORMATION)

36

40

41

42-44

45

46

47-48

49

50

84

31 MAY 2017

Index

VIZIONE HOLDINGS BERHAD(Company No.: 442371-A)(Incorporated in Malaysia)

FINANCIALSTATEMENTS


Financial Statements36

AR2017


The Directors have pleasure in submitting their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 May 2017.

The principal activity of the Company is investment holding.

The principal activities of the subsidiary companies are stated in Note 7 to the financial statements. There have been no significant changes in the nature of these activities during the financial year.

No dividend has been paid or declared by the Company since the end of the previous financial year. The Board of Directors does not recommend any final dividend to be paid for the financial year.

There were no material transfers to or from reserves and provisions during the financial year other than those disclosed in the financial statements.

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

During the financial year, the Company increased its issued and paid-up share capital from RM58,372,730 to RM87,485,505 by way of:- (a) reducing its issued and paid up share capital via the cancellation of RM0.10 of the par value of the existing ordinary share of RM0.20 each in the Company;

(b) rights issue of 582,924,900 new ordinary shares of RM0.10 each together with 291,462,450 free warrants at an issue price of RM0.10 per rights share on the basis of 2 rights share together with 1 free warrant for every 1 existing ordinary share of RM0.10 each in the Company; and

(c) 131,600 irredeemable convertible unsecured loan stocks (“ICULS”) were converted into 66,500 new ordinary shares of RM0.10 each of the Company by surrendering for cancellation of 2 ICULS of RM0.10 nominal value of ICULS for every 1 new ordinary share of RM0.10 each in the Company.

The new ordinary shares issued during the financial year rank pari passu in all respects with the existing ordinary shares of the Company.

There were no issues of debentures during the financial year.

Principal Activities

Dividends

Reserves and Provisions

Options Granted Over Unissued Shares

Issue of Shares and Debentures

Financial Results

Directors’ Report

Group (RM) Company (RM)

Profit/(Loss) for the financial year attributable to owners of the Company 597,775 (3,348,826)



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The Company’s issuance of new warrants via renounceable rights issue of 582,924,900 new ordinary shares of RM0.10 each on the basis of 2 rights share for every one existing ordinary share together with 1 free warrant for every 2 right shares were listed on the Bursa Malaysia Securities Berhad on 10 February 2017.

During the financial year, none of the warrants were exercised. As at 31 May 2017, 291,462,450 warrants remain unexercised.

According to the register of Directors’ shareholdings required to be kept under Section 59 of the Companies Act, 2016, none of the Directors who held office at the end of the financial year held any shares or debentures in the Company or its subsidiaries during the financial year except as follows:

The Directors in office during the financial year and during the period from the end of the financial year to the date of this report are:

Dato’ Ng Aun Hooi Wong Kwai WahDato’ Ir. Mohamad Shokri Bin Abdullah Datuk Dr. Raman Bin Ismail Chan Chee Wing Appointed on 30 March 2017Datuk Chai Woon Chet Resigned on 14 March 2017Andrew Lim Piow Tiang Resigned on 31 March 2017

Warrant 2017/2022

Directors’ Interests in Shares or Debentures

Directors

Number of ordinary shares

As at 1 June 2016 Bought Sold As at 31 May 2017

Interest in the Company

Direct interest:Dato’ Ng Aun Hooi Wong Kwai Wah

Indirect interest: Dato’ Ng Aun Hooi #

3,201,000 44,702,000 - 47,903,000 1,000,000 12,500,000 - 13,500,000

385,900 1,146,800 - 1,532,700

# Deemed interest by virtue of his spouse’s direct shareholdings in the Company.

By virtue of their interest in shares in the Company, Dato’ Ng Aun Hooi and Mr. Wong Kwai Wah are also deemed interested in shares in all the Company’s subsidiaries to the extent the Company has an interest.

Other than as disclosed above, according to the register of Directors’ shareholdings, the Directors in office at the end of the financial year did not hold any interest in shares or debentures in the Company or its subsidiaries company during the financial year.



AR2017

Since the end of the previous financial year, no Director of the Company has received or become entitled to receive a 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 he is a member, or with a company in which he has a substantial financial interest.

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

Details of Directors’ remuneration are disclosed in Note 28 to the financial statements.

Details of auditors’ remuneration are disclosed in Note 24 to the financial statements.

Before the financial statements of the Group and of the Company were prepared, the Directors took reasonable steps:

(i) to ascertain that action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate provision had been made for doubtful debts; and

(ii) (ii) to ensure that any current assets which were unlikely to be realised in the ordinary course of business including the value of current assets as shown in the accounting records of the Group and of Company have been written down to an amount which the current assets might be expected so to realise.

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

(i) the amount written off for bad debts or the amount of the provision for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; or

(ii) the values attributed to the current assets in the financial statements of the Group and of the Company misleading; or

(iii) adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate; or

(iv) any amount stated in the financial statements of the Group and of the Company misleading.

No contingent 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 affect the ability of the Group and of the Company to meet their obligations when they fall due.

Directors’ Benefits

Directors’ Remuneration

Auditors’ Remuneration

Other Statutory Information

At the date of this report, there does not exist:

(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which secures the liabilities of any other person; or

(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial year.

In the opinion of the Directors:

(i) the results of the operations of the Group and of the Company for the financial year were not substantially affected by any item, transaction or event of a material and unusual nature; and

(ii) there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report is made.



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The auditors, Messrs. Morison Anuarul Azizan Chew, retire and are not seeking re-appointment at the forthcoming Annual General Meeting.

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

Details of subsequent event are disclosed in Note 35 to the financial statements.

Auditors

Subsequent Events

DATO’ NG AUN HOOI WONG KWAI WAH

KUALA LUMPUR6 September 2017



AR2017


STATEMENT BY DIRECTORSPURSUANT TO SECTION 251(2) OF THE COMPANIES ACT, 2016

We, DATO’ NG AUN HOOI and WONG KWAI WAH, two of the Directors of VIZIONE HOLDINGS BERHAD, do hereby state that, in the opinion of the Directors, the financial statements set out on pages 45 to 83 are drawn up in accordance with the Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 2016 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 31 May 2017 and of their financial performance and the cash flows for the financial year then ended.

The information set out in page 84 to the financial statements have been prepared in accordance with the Guidance on 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, as issued by the Malaysian Institute of Accountants.

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

DATO’ NG AUN HOOI WONG KWAI WAH




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STATUTORY DECLARATIONPURSUANT TO SECTION 251(1) OF THE COMPANIES ACT, 2016

I, DATO’ NG AUN HOOI, being the Director primarily responsible for the financial management of VIZIONE HOLDINGS BERHAD, do solemnly and sincerely declare that the financial statements set out on pages 45 to 83 and the supplementary information set out on page 84 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 abovenamed DATO’ NG AUN HOOIat KUALA LUMPURon this date of 6 September 2017

Before me,

DATO’ NG AUN HOOI

COMMISSIONER FOR OATHS



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Report on the audit of the Financial Statements

INDEPENDENT AUDITORS’ REPORTTO THE MEMBERS OF VIZIONE HOLDINGS BERHAD (Company No. : 442371-A) (Incorporated in Malaysia)

We have audited the financial statements of Vizione Holdings Berhad which comprise the statements of financial position as at 31 May 2017 of the Group and of the Company, and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, as set out on pages 45 to 83.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and of the Company as at 31 May 2017, and of their financial performance and their 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, 2016 in Malaysia.

We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the ByLaws and the IESBA Code.

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the Group and of the Company for the current year. These matters were addressed in the context of our audit of the financial statements of the Group and of the Company as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Opinion

Basis for Opinion

Independence and Other Ethical Responsibilities

Key Audit Matters

Recoverability of trade and other receivables

As at 31 May 2017, the Group’s trade and other receivables stood at RM46,500,008. This represents 56% of total assets of the Group. Management recognised impairment losses on trade receivables based on specific known customer circumstances or abilities of customers to pay.

Impairment assessment involved inherent subjectivity in management’s judgements to credit risk exposures.

Key audit matter How our audit addressed the key audit matter

We obtained an understanding on the Group’s credit control and analysed the trade receivables ageing.

Our procedures to assess the accuracy and completeness of the impairment loss of trade receivables included the following:

• Scrutinised the trade receivable ageing and investigated unusual trends and conditions. • Reviewed long outstanding receivables with consideration of subsequent collections

after the end of the reporting period. • For exceptions noted, evaluated key estimates and underlying assumptions used

by management on its credit risk and impairment assessment, taking into account specific known customer circumstances and correspondence, including status updates on reconciliation process.



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The Directors of the Company are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements of the Group and of the Company and our auditors’ report thereon.

Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements of the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

The Directors of the Company are responsible for the preparation of financial statements of the Group and of the Company that give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 2016 in Malaysia. The Directors are also responsible for such internal control as the Directors determine is necessary to enable the preparation of financial statements of the Group and of the Company that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements of the Group and of the Company, the Directors are responsible for assessing the Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with approved standards on auditing in Malaysia and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors.

• Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s or the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements of the Group and of the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group or the Company to cease to continue as a going concern.

Information Other than the Financial Statements and Auditors’ Report Thereon

Responsibilities of the Directors for the Financial Statements

Auditors’ Responsibilities for the Audit of the Financial Statements



AR2017

• Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company, including the disclosures, and whether the financial statements of the Group and of the Company represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial statements of the Group. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Directors, we determine those matters that were of most significance in the audit of the financial statements of the Group and of the Company for the current year and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

In accordance with the requirements of the Companies Act, 2016 in Malaysia, we also report on the following:

(a) In our opinion, the accounting and other records and the registers required by the Companies Act, 2016 in Malaysia be kept by the Company and its subsidiaries have been properly kept in accordance with the provisions of the Companies Act, 2016 in Malaysia.

(b) We are satisfied that the financial statements of the subsidiaries 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) The auditors’ reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment made under Section 266(3) of the Companies Act, 2016 in Malaysia.

The supplementary information set out in page 84 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. The Directors are responsible for the preparation of the supplementary information in accordance with Guidance on 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, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 2016 in Malaysia and for no other purpose. We do not assume any responsibility to any other person for the content of this report.

Auditors’ Responsibilities for the Audit of the Financial Statements (Cont’d)

Report on Other Legal and Regulatory Requirements

Other Reporting Responsibilities

Other Matters

MORISON ANUARUL AZIZAN CHEW Firm Number: AF 001977Chartered Accountants


MUHAMAD HAFIZ BIN CHE YUSOFApproved Number: 3125/06/18 (J)Chartered Accountant



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

STATEMENTS OF FINANCIAL POSITION AT 31 MAY 2017 Group Company

Note2017RM

2016RM

2017RM

2016RM

Non-Current Assets

Current Assets

Current Liabilities

Financed By:

Non-Current Liabilities

Property, plant and equipmentInvestment propertiesInvestment in subsidiary companiesInvestment in associate companyDeferred tax assets

Trade receivablesOther receivablesAmount owing by subsidiary companiesShort term money market Cash and bank balances

Trade payablesOther payablesAmount owing to DirectorsFinance lease liabilities Tax payables

Net current assets

Share capital Share premiumCapital reserveWarrants reserveIrredeemable convertible unsecured loan stocks (“ICULS”)Accumulated lossesEquity attributable to owners of the Company

ICULSFinance lease liabilities

5 1,320,724 1,266,904 706,484 878,050 6 813,000 813,000 813,000 813,0007 - - 1,000,002 1,000,0028 - - - -9 14,465 - 14,465 - 2,148,189 2,079,904 2,533,951 2,691,052

10 22,728,647 14,888,308 - -11 23,771,361 5,940,826 2,234,119 5,682,43012 - - 34,371,677 8,088,035 29,955,323 - 29,955,323 - 4,096,344 1,828,175 513,311 29,612 80,551,675 22,657,309 67,074,430 13,800,077

13 5,792,589 5,709,590 - -14 384,572 1,608,815 207,627 1,528,16615 238,382 593,013 208,382 548,012 16 253,778 205,011 164,590 164,500 740,797 78,984 24,685 - 7,410,118 8,195,413 605,284 2,240,678 73,141,557 14,461,896 66,469,146 11,559,399 75,289,746 16,541,800 69,003,097 14,250,451

17 87,485,505 58,372,730 87,485,505 58,372,73018 6,510 6,993,520 6,510 6,993,520 19 - 5,527,459 - 5,527,459 20 4,269,165 4,418,033 4,269,165 4,418,03321 298,225 330,883 298,225 330,883 (16,975,462) (59,429,449) (23,091,923) (61,599,309) 75,083,943 16,213,176 68,967,482 14,043,316

21 10,955 17,885 10,955 17,885 16 194,848 310,739 24,660 189,250 205,803 328,624 35,615 207,135 75,289,746 16,541,800 69,003,097 14,250,451

VIZIONE HOLDINGS BERHAD(Incorporated in Malaysia)



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STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 31 MAY 2017

Group Company

Note2017RM

2016RM

2017RM

2016RM

RevenueCost of salesGross profitOther operating incomeAdministration expensesOther operating expensesProfit/(Loss) from operationsFinance costsProfit/(Loss) before taxationTaxationTotal comprehensive income/(expense) for the financial year

Profit per share attributable to owners of the Company:

Basic (sen)

Diluted (sen)

22 49,104,034 36,707,672 1,348,961 1,153,915 (41,460,503) (34,138,281) - - 7,643,531 2,569,391 1,348,961 1,153,915 415,004 2,234,549 405,004 5,539,965 (5,912,258) (4,312,679) (4,847,206) (19,651,116) - (7,415) - - 2,146,277 483,846 (3,093,241) (12,957,236) 23 (21,592) (32,057) (16,657) (22,146)24 2,124,685 451,789 (3,109,898) (12,979,382)25 (1,526,910) (339,650) (238,928) (86,494)

597,775 112,139 (3,348,826) (13,065,876)

26(a) 0.12 0.04

26(b) 0.07 0.03




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Non-distributable

Attributable to Owners of the Company

WarrantReserve

(Note 20)RM

Share Premium(Note 18)

RM

CapitalReserve

(Note 19)RM

Share Capital

(Note 17)RM

Group ICULS(Note 21)

RM

Accumulated Losses

RMTotal Equity

RM

At 1 June 2016

Capital reduction

Issuance of ordinary shares pursuant

to rights issue


to conversion of ICULS

Total comprehensive income for the

financial year

At 31 May 2017

At 1 June 2015


to exercise of warrant

Total comprehensive income for the

financial year

At 31 May 2016

58,372,730 6,993,520 5,527,459 4,418,033 330,883 (59,429,449) 16,213,176

(29,186,365) (6,993,520) (5,527,459) (1,897,643) - 43,604,987 -

58,292,490 - - 1,748,775 - (1,748,775) 58,292,490

6,650 6,510 - - (32,658) - (19,498)

- - - - - 597,775 597,775

87,485,505 6,510 - 4,269,165 298,225 (16,975,462) 75,083,943

58,371,730 6,993,520 5,527,459 4,418,033 330,883 (59,541,588) 16,100,037

1,000 - - - - - 1,000

- - - - - 112,139 112,139

58,372,730 6,993,520 5,527,459 4,418,033 330,883 (59,429,449) 16,213,176

Distributable

2017

2016

STATEMENTS OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 MAY 2017




AR2017

Non-distributable

Attributable to Owners of the Company

WarrantReserve

(Note 20)RM

Share Premium(Note 18)

RM

CapitalReserve

(Note 19)RM

Share Capital

(Note 17)RM

Company ICULS(Note 21)

RM

Accumulated Losses

RMTotal Equity

RM

At 1 June 2016

Capital reduction


to rights issue


to conversion of ICULS

Total comprehensive loss for the

financial year

At 31 May 2017

At 1 June 2015


to exercise of warrant

Total comprehensive loss for the

financial year

At 31 May 2016

58,372,730 6,993,520 5,527,459 4,418,033 330,883 (61,599,309) 14,043,316

(29,186,365) (6,993,520) (5,527,459) (1,897,643) - 43,604,987 -

58,292,490 - - 1,748,775 - (1,748,775) 58,292,490

6,650 6,510 - - (32,658) - (19,498)

- - - - - (3,348,826) (3,348,826)

87,485,505 6,510 - 4,269,165 298,225 (23,091,923) 68,967,482

58,371,730 6,993,520 5,527,459 4,418,033 330,883 (48,533,433) 27,108,192

1,000 - - - - - 1,000

- - - - - (13,065,876) (13,065,876)

58,372,730 6,993,520 5,527,459 4,418,033 330,883 (61,599,309) 14,043,316

Distributable

2017

2016

STATEMENTS OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 MAY 2017 (cont’d)





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AR2017

Note2017RM

2016RM

2017RM

2016RM

Cash receipts from customers and other receivablesCash payments to suppliers and employees Cash (used in)/generated from operationsTaxation paidNet cash used in from operating activities

Deferred expensesWithdrawal of fixed depositsProceeds from disposal of associate companyPurchase of property, plant and equipmentCash inflow from disposal of a subsidiaryNet cash (used in)/generated from investing activities

Interest paid Amount owing to DirectorsAmount owing from subsidiariesRepayment of term loan Repayment of finance lease liabilitiesNet proceeds from rights issue exerciseProceeds from conversion of ICULS and warrants into shares capitalNet cash generated from financing activities

Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the financial yearCash and cash equivalents at end of the financial year

Cash and cash equivalents at end of the financial year comprises:Cash and bank balancesShort term money market

24,621,098 40,844,000 5,202,175 3,260,103 (49,041,914) (40,423,156) (5,993,361) (8,090,216) (24,420,816) 420,844 (791,186) (4,830,113) (898,994) (718,331) (248,140) (70,449) (25,319,810) (297,487) (1,039,326) (4,900,562)

- (15,000) - (15,000) - 40,000 - - 100 - 100 - 5(b) (152,989) (977,603) (2,859) (751,296) - 187,893 - 3,600,000 (152,889) (764,710) (2,759) 2,833,704

(10,643) (31,388) (10,643) (21,337) (354,630) 1,984,965 (339,630) 1,939,965 - - (26,283,642) 390,871 - (544,361) - (382,361) (231,026) (28,611) (177,468) (28,611) 58,292,490 - 58,292,490 - - 1,000 - 1,000 57,696,191 1,381,605 31,481,107 1,899,527

32,223,492 319,408 30,439,022 (167,331) 1,828,175 1,508,767 29,612 196,943 34,051,667 1,828,175 30,468,634 29,612

4,096,344 1,828,175 513,311 29,612 29,955,323 - 29,955,323 - 34,051,667 1,828,175 30,468,634 29,612

Cash Flows From Operating Activities

Cash Flows From Investing Activities

Cash Flows From Financing Activities

STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 MAY 2017 Group Company





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NOTES TO THE FINANCIAL STATEMENTS


The principal activity of the Company is investment holding.

The principal activities of the subsidiary companies are stated in Note 7 to the financial statements respectively.

The Company is a public company limited by shares incorporated under the Malaysian Companies Act, 2016 and is listed on the Main Market of Bursa Malaysia Securities Berhad.

The registered office of the Company is located at No. 2-1, Jalan Sri Hartamas 8, Sri Hartamas, 50480 Kuala Lumpur, Wilayah Persekutuan (KL).

The principal place of business of the Company is located at C-0-12, Plaza Damas 3, Jalan Sri Hartamas 1, 50480 Kuala Lumpur, Wilayah Persekutuan (KL).

The financial statements of the Group and of the Company for the financial year ended 31 May 2017 were authorised for issue in accordance with a resolution of the Board of Directors dated 6 September 2017.

1. Corporate Information

The financial statements of the Group and of the Company have been prepared in accordance with the provisions of the Malaysian Financial Reporting Standards (“MFRS”), International Financial Reporting Standards and the requirements of the Companies Act, 2016 in Malaysia.

The financial statements have been prepared under the historical cost convention except as disclosed in summary of significant accounting policies.

The preparation of financial statements in conformity with MFRS requires the use of certain critical accounting estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period. It also requires Directors to exercise their judgment in the process of applying the Group and Company’s accounting policies. Although these estimates and judgment are based on the Directors’ best knowledge of current events and actions, actual results may differ. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4.

Amendments to accounting standards that are effective for the Group and the Company’s financial year beginning on or after 1 January 2016 are as follows:• MFRS 14, “Regulatory Deferral Accounts”• Amendment to MFRS 5, “Non-Current Assets Held for Sale and Discontinued Operations” (Annual Improvements 2012-2014 Cycle)• Amendments to MFRS 7, “Financial Instruments: Disclosures” (Annual-Improvements 2012-2014 Cycle)• Amendments to MFRS 10, MFRS 12 and MFRS 128, “Investment Entities: Applying the Consolidation Exception”• Amendments to MFRS 11, “Accounting for Acquisitions of Interests in Joint Operations”• Amendments to MFRS 101, “Disclosure Initiative”• Amendments to MFRS 116 and MFRS 138, “Clarification of Acceptable Methods of Depreciation and Amortisation”• Amendments to MFRS 116 and MFRS 141, “Agriculture: Bearer Plants”• Amendment to MFRS 119, “Employee Benefits” (Annual-Improvements 2012-2014 Cycle)• Amendments to MFRS 127, “Equity Method in Separate Financial Statements”• Amendment to MFRS 134, “Interim Financial Reporting” (Annual Improvements 2012-2014 Cycle)

The above amendments to accounting standards effective during the financial year do not have any significant impact to the financial results and position of the Group and the Company.

Accounting standards and amendments to accounting standards that are applicable for the Group and the Company in the following periods but are not yet effective:

2. Basis of Preparation



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2. Basis of Preparation (Cont’d)Annual periods beginning on/after 1 January 2017

Amendments to MFRS 107 Disclosure Initiative

The Amendments require entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including changes from cash flows and non-cash changes. The disclosure requirement could be satisfied in various ways, and one method is by providing reconciliation between the opening and closing balances in the balance sheet for liabilities arising from financing activities.

Amendments to MFRS 112 Recognition of Deferred Tax Assets for Unrealised Losses

The Amendments clarify that decreases in value of a debt instrument measured at fair value for which the tax base remains at its original cost give rise to a deductible temporary difference. The estimate of probable future taxable profits may include recovery of some of an entity’s assets for more than their carrying amounts if sufficient evidence exists that it is probable the entity will achieve this. An example is when an entity holds a fixed-rate debt instrument (measured at fair value) and expects to collect all the contractual cash flows.

The Amendments also clarify that deductible temporary differences should be compared with the entity’s future taxable profits excluding tax deductions resulting from the reversal of those deductible temporary differences when an entity evaluates whether it has sufficient future taxable profits. In addition, when an entity assesses whether taxable profits will be available, it should consider tax law restrictions with regards to the utilisation of the deduction.

Annual periods beginning on/after 1 January 2018

MFRS 9 Financial Instruments

This Standard addresses the classification, measurement and recognition of financial assets and financial liabilities.

Classification determines how financial assets and financial liabilities are accounted for in financial statements and, in particular, how they are measured on an ongoing basis. The Standard introduces an approach for classification of financial assets which is driven by cash flow characteristics and the business model in which an asset is held. The new model also results in a single impairment model being applied to all financial instruments, thereby removing a source of complexity associated with previous accounting requirements. If a financial asset is a simple debt instrument and the objective of the entity’s business model within which it is held is to collect its contractual cash flows, the financial asset is measured at amortised cost. In contrast, if that asset is held in a business model the objective of which is achieved by both collecting contractual cash flows and selling financial assets, then the financial asset is measured at fair value in the balance sheet, and amortised cost information is provided through profit or loss. If the business model is neither of these, then fair value information is increasingly important, so it is provided both in the profit or loss and in the balance sheet.

The Standard introduces a new, expected-loss impairment model that will require more timely recognition of expected credit losses. Specifically, it requires entities to account for expected credit losses from when financial instruments are first recognised and to recognise full lifetime expected losses on a more timely basis. The model requires an entity to recognise expected credit losses at all times and to update the amount of expected credit losses recognised at each reporting date to reflect changes in the credit risk of financial instruments.

This model is forward-looking and it eliminates the threshold for the recognition of expected credit losses, so that it is no longer necessary for a trigger event to have occurred before credit losses are recognised.

In addition, the Standard introduces a substantially-reformed model for hedge accounting, with enhanced disclosures about risk management activity. The new model represents a significant overhaul of hedge accounting that aligns the accounting treatment with risk management activities, enabling entities to better reflect these activities in their financial statements. As a result of these changes, users of the financial statements will be provided with better information about risk management and the effect of hedge accounting on the financial statements.

Amendments to MFRS 2 Classification and Measurement of Share-Based Payment Transactions

The Amendments provides specific guidance on how to account for the following situations:• the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments;• share-based payment transactions with a net settlement feature for withholding tax obligations; and• a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity- settled.



AR2017

2. Basis of Preparation (Cont’d)Annual periods beginning on/after 1 January 2018 (Cont’d)

MFRS 15 Revenue from Contracts with Customers

The Standard provides clarity on revenue recognition especially on areas where existing requirements unintentionally created diversity in practice. Under MFRS 15, an entity recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

Extensive disclosures are required to provide greater insight into both revenue that has been recognised, and revenue that is expected to be recognised in the future from existing contracts.

Amendments to MFRS 140 Transfers of Investment Property

The Amendments provides clarity on the existing provisions in the Standard on transfer to, or from the investment property category.

Annual periods beginning on/after 1 January 2019

MFRS 16 Leases

The Standard eliminates the distinction between finance and operating leases for lessees. All leases will be brought onto its balance sheet as recording certain leases as off-balance sheet leases will no longer be allowed except for some limited practical exemptions.

Effective date yet to be determined by the Malaysian Accounting Standards Board

Amendments to MFRS 10 Consolidated Financial Statements and MFRS 128 Investments in Associates and Joint Ventures

The Amendments address an acknowledged inconsistency between the requirements in MFRS 10 and those in MFRS 128, in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the Amendments is that a full gain or loss is recognised when a transaction involves a business (whether it is housed in a subsidiary or not), as defined in MFRS 3. A partial gain or loss is recognised when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary.

The Group is in the process of assessing the impact of MFRS 9 and MFRS 15 in the year of initial application. Aside from the above mentioned, the adoption of the accounting standards and amendments to accounting standards are not expected to have any significant impact to the financial statements of the Group and the Company.

3. Significant Accounting Policies The accounting policies set out below have been applied consistently to the periods presented in the financial statements, unless otherwise stated.

(a) Functional and presentation currency

Items included in the financial statements the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The financial statements are presented in Ringgit Malaysia (“RM”), which is the Company’s functional and presentation currency.

(b) Basis of consolidation

(i) Subsidiaries

Subsidiaries are entities, including structured entities, controlled by the Group. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The Group considers it has de-facto power over an investee when, despite not having the majority of voting rights, it has the current ability in circumstances where the size of the Group’s voting rights relative to the size and dispersion of holdings of other shareholders to direct the activities of the investee that significantly affect the investee’s return.

Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.



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3. Significant Accounting Policies (Cont’d) (b) Basis of consolidation (Cont’d)

(i) Subsidiaries (Cont’d)

Business combinations are accounted for using the acquisition method on the acquisition date. The consideration transferred includes the fair value of assets transferred, equity interest issued by the Group and liabilities assumed. Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of the acquiree’s identifiable net assets. Acquisition-related costs are recognised in the profit or loss as incurred.

The excess of the consideration transferred the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recognised as goodwill. If the total of consideration transferred, non-controlling interest recognised and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in the profit or loss.

Inter-company transactions, balances and unrealised gains and losses on transactions between group companies are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions. Any difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities, any non-controlling interests and other components of equity related to the disposed subsidiary. Any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset depending on the level of influence retained.

(ii) Associates

Associates are all entities over which the Group has significant influence but not control, over the financial and operating policies. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognised at cost. The Group’s investment in associates includes goodwill identified on acquisition.

The Group’s share of post-acquisition profit or loss is recognised in profit or loss and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income.

When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate.

The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment if the carrying value exceeds the recoverable amount of the associate and recognises the difference as impairment losses in profit or loss.

Profits and losses resulting from upstream and downstream transactions between the Group and its associate are recognised in the Group’s financial statements only to the extent of unrelated investor’s interests in the associates. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.



AR2017

3. Significant Accounting Policies (Cont’d)

(d) Property, plant and equipment

(i) Recognition and measurement

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. The cost of an item of property, plant and equipment initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are recognised as expenses in profit or loss during the financial period in which they are incurred.

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.

Gains and losses on disposals are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised in net in the profit or loss.

(ii) Depreciation and impairment

Property, plant and equipment are depreciated on the straight line method to allocate the cost to their residual values over their estimated useful lives as follows:

Depreciation methods, useful lives and residual values are reviewed at end of each reporting period, and adjusted as appropriate.

At the end of the reporting period, the Group assesses whether there is any indication of impairment. If such indications exist, an analysis is performed to assess whether the carrying amount of the asset is fully recoverable. A write down is made if the carrying amount exceeds the recoverable amount. (Refer to accounting policy Note 3(f) on impairment of non-financial assets).

(c) Investment in subsidiaries and associates

In the Company’s separate financial statements, investments in subsidiaries and associates are carried at cost less accumulated impairment losses. On disposal of investments in subsidiaries and associates, the difference between disposal proceeds and the carrying amounts of the investments are recognised in profit or loss.

(e) Investment properties

(i) Investment properties carried at fair value

Investment properties are properties which are owned or held under a leasehold interest to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes.

Investment properties are measured initially at cost and subsequently at fair value with any change therein recognised in profit or loss for the period in which they arise. Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost of self-constructed investment property includes the cost of materials and direct labour, any other costs directly attributable to bringing the investment property to a working condition for their intended use and capitalised borrowing costs (refer to accounting policy Note 3(l) on borrowing costs).

Where the fair value of the investment property under construction is not reliably determinable, the investment property under construction is measured at cost until either its fair value becomes reliably determinable or construction is complete, whichever is earlier.

An investment property is derecognised on its disposal, or when it is permanently withdrawn from use and no future economic benefits are expected from its disposal. The difference between the net disposal proceeds and the carrying amount is recognised in profit or loss in the period in which the item is derecognised.

Plant and machinery 5 - 10 yearsFurniture, fittings and equipment 5 - 10 yearsTools and equipment 5 - 10 years

Electrical fittings 5 - 10 yearsMotor vehicles 5 - 10 yearsRenovation 2 - 3 years



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3. Significant Accounting Policies (Cont’d) (e) Investment properties (Cont’d)

(ii) Reclassification to/from investment property

When an item of property, plant and equipment is transferred to investment property following a change in its use, any difference arising at the date of transfer between the carrying amount of the item immediately prior to transfer and its fair value is recognised directly in equity as a revaluation of property, plant and equipment. However, if a fair value gain reverses a previous impairment loss, the gain recognised in profit or loss. Upon disposal of an investment property, any surplus previously recorded in equity is transferred to retained earnings; the transfer is not made through profit or loss.

When the use of a property changes such that it is reclassified as property, plant and equipment or inventories, its fair value at the date of reclassification becomes its cost for subsequent accounting.

(iii) Determination of fair value

The fair values are based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. If this information is not available, the Group uses alternative valuation methods, such as recent prices on less active markets or discounted cash flow projections. Valuations are performed as of the financial position date by professional valuers who hold recognised and relevant professional qualifications and have recent experience in the location and category of the investment property being valued.

The fair value of investment property reflects, among other things, rental income from current leases and assumptions about rental income from future leases in the light of current market conditions. The fair value also reflects, on a similar basis, any cash outflows that could be expected in respect of the property. Some of those outflows are recognised as a liability, including finance lease liabilities in respect of leasehold land classified as investment property; others, including contingent rent payments, are not recognised in the financial statements.

(f) Impairment of non-financial assets

Assets that have an indefinite useful life, such as goodwill or intangible assets not ready to use, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation and depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

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.

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 unless it reverses a previous revaluation in which it is charged to the revaluation surplus. 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 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 financial year in which the reversals are recognised.



AR2017

3. Significant Accounting Policies (Cont’d) (g) Financial assets

(i) Classification

The Group classifies its financial assets based on the purpose for which the financial assets were acquired at initial recognition in the following categories:

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.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.

They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets.

Held-to-maturity financial assets

Held-to-maturity financial assets are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group’s management has the positive intention and ability to hold to maturity.

Held-to-maturity financial assets are included in non-current assets, except for those with maturities less than 12 months from the end of the reporting period, which are classified as current assets.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories.

They are included in non-current assets unless the investment matures or management intends to dispose of it within 12 months of the end of the reporting period.

(ii) Recognition and initial measurement

Regular purchases and sales of financial assets are recognised on the trade-date, the date on which the Group commits to purchase or sell the asset.

Financial assets are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss is initially recognised at fair value, and transaction costs are expensed in profit or loss.

(iii) Subsequent measurement

Gains and losses

Financial assets at fair value through profit or loss and available-for-sale financial assets are subsequently carried at fair value. Loans and receivables and held-to-maturity financial assets are subsequently carried at amortised cost using the effective interest method.

Changes in the fair values of financial assets at fair value through profit or loss, including the effects of currency translation, interest and dividend income are recognised in profit or loss in the period in which the changes arise.

Changes in the fair value of available-for-sale financial assets are recognised in other comprehensive income. Impairment losses and exchange differences on monetary assets are recognised in profit or loss, whereas exchange differences on non-monetary assets are recognised in other comprehensive income as part of fair value change.

Interest and dividend income on available-for-sale financial assets are recognised separately in profit or loss. Interest on available-for-sale debt securities calculated using the effective interest method is recognised in profit or loss. Dividend income on available-for-sale equity instruments are recognised in profit or loss when the Group’s right to receive payments is established.



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3. Significant Accounting Policies (Cont’d) (g) Financial assets (Cont’d)

(iii) Subsequent measurement (cont’d)

Impairment of financial assets

A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. For an equity instrument, a significant or prolonged declined in fair value below its cost is also considered objective evidence of impairment.

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 amortization) 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 other comprehensive income, the cumulative loss in other comprehensive income is reclassified from equity 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 financial asset measured at amortised cost 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.

(iv) De-recognition

Financial assets are de-recognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.

Receivables that are factored out to banks and other financial institutions with recourse to the Group are not derecognised until the recourse period has expired and the risks and rewards of the receivables have been fully transferred. The corresponding cash received from the financial institutions is recorded as borrowings.

When available-for-sale financial assets are sold, the accumulated fair value adjustments recognised in other comprehensive income are reclassified to profit or loss.

(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 with original maturities of three month or less, and are used by the Group and the Company in the management of their short term commitments. For the purpose of the statement of cash flows, cash and cash equivalents are presented net of bank overdrafts and pledged deposits.



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3. Significant Accounting Policies (Cont’d) (i) Financial liabilities

Financial liabilities are initially recognised at fair value net of transaction costs for all financial liabilities not carried at fair value through profit or loss. Financial liabilities carried at fair value through profit or loss is initially recognised at fair value, and transaction costs are expensed in profit or loss.

All financial liabilities are subsequently measured at amortised cost using the effective interest method other than those categorised as fair value through profit or loss.

Other financial liabilities categorised as fair value through profit or loss is subsequently measured at their fair values with the gain or loss recognised in profit or loss.

Fair value though profit or loss category comprises financial liabilities that are derivatives (except for a derivative that is a financial guarantee or a designated and effective hedging instrument) or financial liabilities that are specifically designated into this category upon initial recognition.

(j) Offsetting financial instruments

Financial assets and liabilities are offset and the net amount presented in the statements of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

(k) Leases as leasee

Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease’s commencement at the lower of the fair value of the leased property and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate of interest on the remaining balance of the liability. The corresponding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases are depreciated over the shorter of the useful life of the asset and the lease term.

(l) Borrowing costs

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.

(m) Provision for liabilities

Provisions for liabilities are recognised when the Group and the Company have a present obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount can be made. Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the amount of a provision is the present value of the expenditure expected to be required to settle the obligation.



59

AR2017

3. Significant Accounting Policies (Cont’d) (n) Revenue recognition

Revenue is recognised when it is probable that the economic benefits will flow to the Group and the Company and when the revenue can be measured reliably, on the following bases:

(i) Goods sold and services rendered

Revenue from sale of goods is measured at the fair value of the consideration receivable and is recognised when the significant risks and rewards of ownership have been transferred to the buyer.

Revenue from services rendered is recognised in the profit or loss upon performance of services and is measured at the fair value of the consideration receivable.

(ii) Interest income

Interest income is recognised on a time proportion basis taking into account the principal outstanding and effective interest rate applicable.

(iii) Management fee income

Management fee income is recognised on an accrued basis.

(iv) Construction contracts

Contract revenue includes the initial amount agreed in the contract plus any variations in contract work, claims and incentive payments, to the extent that it is probable that they will result in revenue and can be measured reliably. As soon as the outcome of a construction contract can be estimated reliably, contract revenue and contract cost are recognised in profit or loss in proportion to the stage of completion of the contract. Contract expenses are recognised as incurred unless they create an asset related to future contract activity.

The stage of completion is assessed by reference to the proportion that contract costs incurred for work performed to-date bear to the estimated total contract costs.

When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that are likely to be recoverable. An expected loss on a contract is recognised immediately in profit or loss.

(o) Employee benefits

(i) Short term employee benefits

Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the associated services are rendered by employees of the Group and of the Company.

Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences.

Short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

The expected cost of accumulating compensated absences is measured as additional amount expected to be paid as a result of the unused entitlement that has accumulated at the reporting date.

(ii) Defined contribution plans

As required by law, companies in Malaysia make contributions to the Employees Provident Fund (“EPF”). Same as per foreign contribution plans in their respective countries. Such contributions are recognised as an expense in the profit or loss as incurred.



AR2017

3. Significant Accounting Policies (Cont’d) (p) Current and deferred tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case the tax is also recognised in other comprehensive income or directly in equity, respectively.

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, on temporary differences arising between the amounts attributed to assets and liabilities for tax purposes and their carrying amounts in the financial statements. However, deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unused tax losses or unused tax credits can be utilised.

Deferred and income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

(q) Equity instruments

Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are declared.

The transaction costs of an equity transaction are accounted for as a deduction from equity, net of tax. Equity transaction costs comprise only those incremental external costs directly attributable to the equity transaction which would otherwise have been avoided.

(r) Irredeemable convertible unsecured loan stocks (“ICULS”)

The ICULS are regarded as compound instruments, consisting of a liability component and an equity component. The component of ICULS that exhibits characteristics of a liability is recognised as a financial liability in the statements of financial position.

The fair value of the liability component is determined by discounting the future contractual cash flows of principal and interest payments at the prevailing market rate for equivalent non-convertible loan stocks. This amount is carried as liability on the amortised cost basis until extinguished on conversion or maturity of the instruments.

The interests on ICULS are recognised as finance cost in the profit or loss using the effective interest rate method.

The fair value of the equity component represented by the conversion option is determined by deducting the fair value of the liability component from the notional amount of the loan stocks and is included in equity.

(s) Earnings per share

The Group presents basic earnings per share (“EPS”) data for its ordinary shares. 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.



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AR2017

3. Significant Accounting Policies (Cont’d)

4. Significant Accounting Estimates and Judgements

(t) Operating segments

Operating segments are reported in a manner consistent with the internal reporting and are regularly reviewed by the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer that makes strategic decisions.

(u) Warrants reserve

Proceeds from the issuance of warrants, net of issue costs, are credited to warrants reserve which is non-distributable. Warrants reserve is transferred to the share premium account upon the exercise of warrants and the warrants reserve in relation to the unexercised warrants at the expiry of the warrants will be transferred to retained earnings.

Estimates, assumptions concerning the future and judgements are made in the preparation of the financial statements. They affect the application of the Group’s accounting policies, reported amounts of assets, liabilities, income and expenses, and disclosures made. They are assessed on an on-going basis and are based on historical experience and other relevant factors, including expectations of future events that are believed to be reasonable under the circumstances.

The key assumptions concerning the future and other key sources of estimation or uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

(a) Impairment of loans and receivables

The Group assesses at each reporting date whether there is any objective evidence that a financial asset is impaired. Objective evidence of impairment is determined based on the evaluation of collectability and aged analysis of accounts. A considerable amount of judgement is required in assessing the ultimate realisation of these loans and receivables, including the current creditworthiness and the past collection history of each loan and receivable. If the financial conditions of loans and receivables with which the Group deals were to deteriorate, resulting in an impairment of the ability to make payments, additional impairment may be required.

(b) Depreciation of property, plant and equipment

The costs of property, plant and equipment are depreciated on a straight-line basis over the useful lives of the property, plant and equipment. Management estimates the useful lives of the property, plant and equipment as stated in Note 3(d)(ii). These are common life expectancies applied in the industries. Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised.

(c) Impairment of non-financial assets

The Group assesses whether its non-financial assets, which include property, plant and equipment and land held for property development have any indicators for impairment at the end of the reporting date. When such indicators exist, the non-financial assets are impaired by evaluating the extent to which the recoverable amount of these assets are less than their cost. Methods used to determine the recoverable amount includes evaluation of valuation reports and discounted cash flows. Significant judgement is required in the estimation of the present value of future cash flows generated by the assets, which involve uncertainties and are significantly affected by assumptions used and judgements made regarding estimates of future cash flows and discount rates. Changes in assumptions could significantly affect the results of the Group’s test for impairment of assets.

(d) Deferred tax asset

Deferred tax asset is recognised for unutilised tax losses to the extent that it is probable that taxable profit will be available in future against which tax losses can be utilised. Significant management judgement is required to determine the amount of deferred tax asset that can be recognised, based upon the likely timing and level of future taxable profits.



AR2017

5. Property, Plant and Equipment

Electrical fittings RM

Furniture, fittings and equipment

RM

Plant and machinery

RMGroup Motor vehicles

RMRenovation

RMTotalRM

At 1 June 2016

Additions

At 31 May 2017

At 1 June 2016

Charge for the financial year

At 31 May 2017

At 31 May 2017

- 308,828 43,737 943,017 352,066 1,647,648

102,600 21,359 - 175,030 - 298,989

102,600 330,187 43,737 1,118,047 352,066 1,946,637

- 47,292 18,200 69,585 245,667 380,744

2,565 31,727 15,308 97,219 98,350 245,169

2,565 79,019 33,508 166,804 344,017 625,913

100,035 251,168 10,229 951,243 8,049 1,320,724

2017Cost

Accumulated depreciation

Carrying amount

Electrical fittingsRM

Furniture, fittings and equipment

RM

Tools and equipment

RM

Plant and machinery

RMGroupMotor vehicles

RMRenovation

RMTotalRM

At 1 June 2015

Additions

Disposal of a subsidiary

At 31 May 2016

At 1 June 2015



At 31 May 2016

At 1 June 2015


At 31 May 2016

At 31 May 2016

9,450,539 2,032,640 2,320,477 412,157 92,000 1,506,831 15,814,644

- 34,086 - 500 943,017 - 977,603

(9,450,539) (1,757,898) (2,320,477) (368,920) (92,000) (1,154,765) (15,144,599)

- 308,828 - 43,737 943,017 352,066 1,647,648

6,411,322 1,611,715 2,213,476 371,958 91,999 500,468 11,200,938

- 29,529 - 15,162 69,585 123,223 237,499

(6,411,322) (1,593,952) (2,213,476) (368,920) (91,999) (378,024) (11,057,693)

- 47,292 - 18,200 69,585 245,667 380,744

126,830 - - - - - 126,830

(126,830) - - - - - (126,830)

- - - - - - -

- 261,536 - 25,537 873,432 106,399 1,266,904

2016Cost


Accumulated impairment

Carrying amount



63

AR2017

5. Property, Plant and Equipment (Cont’d)

Furniture, fittingsand equipment

RMCompanyRenovation

RMMotor vehicles

RMTotalRM

At 1 June 2016

Additions

At 31 May 2017

At 1 June 2015

Additions

At 31 May 2016

At 1 June 2016


At 31 May 2017

At 1 June 2015


At 31 May 2016

At 31 May 2017

At 31 May 2016

148,586 314,189 742,832 1,205,607

2,859 - - 2,859

151,445 314,189 742,832 1,208,466

140,122 314,189 - 454,311

8,464 - 742,832 751,296

148,586 314,189 742,832 1,205,607

28,876 229,096 69,585 327,557

15,049 85,093 74,283 174,425

43,925 314,189 143,868 501,982

14,349 119,130 - 133,479

14,527 109,966 69,585 194,078

28,876 229,096 69,585 327,557

107,520 - 598,964 706,484

119,710 85,093 673,247 878,050

2017

2016

Cost

Cost



Carrying amount

Carrying amount

(a) Included in the property, plant and equipment of the Group and the Company are motor vehicles acquired under finance lease arrangement with carrying amount of RM951,243 and RM598,964 (2016: RM873,432 and RM673,247) respectively.

(b) The aggregate cost for property, plant and equipment during the financial year under finance lease and cash payment are as follows:

2017RM

2016RM

2017RM

2016RM

Aggregate costFinance lease financingCash payments

298,989 977,603 2,859 751,296 (146,000) - - - 152,989 977,603 2,859 751,296

Group Company



AR2017

6. Investment Properties

7. Investment in Subsidiary Companies

Fair value information These carrying values of the properties are based on valuation carried out by Fadzilah & Fikri Sdn. Bhd. Fair value is determined based on comparison approach.

The above investment properties carried at fair value, by valuation, is based on inputs other than quoted prices in active markets for identical assets or liabilities (Level 2).

Fair value of investment properties at Level 2 is as follows:

Group/Company

Company

Group/Company

Company

2017RM

2017RM

2017RM

813,000

2017RM

2016RM

2016RM

2016RM

813,000

2016RM

At fair value: At 1 JuneAdditionAt 31 May

Unquoted shares in Malaysia, at costAt 1 June Disposal during the financial yearAt 31 May

Freehold land

Allowance for impairmentAt 1 June Disposal during the financial yearAt 31 May

813,000 800,000 - 13,000 813,000 813,000

1,000,002 43,000,002 - (42,000,000) 1,000,002 1,000,002

- 42,000,000 - (42,000,000) - -

The subsidiary companies and shareholdings therein are as follows:-

Country of incorporationName of company 2017

%2016

%Principal activities

Vizione Construction Sdn. Bhd. (“VCSB”)

Vizione Development Sdn. Bhd. (“VDSB”)

Sub-contracting of the electrical, building and civil works for the construction projects

Dormant

Malaysia 100 100

Malaysia 100 100

Effective interest

Direct holding



65

AR2017

8. Investment in Associate Company

2017RM

2016RM

2017RM

2016RM

Unquoted shares in Malaysia, at costLess: Impairment loss

- 5,001,155 - 5,001,155 - (5,001,155) - (5,001,155) - - - -

Group Company

The details of the associate company and shareholdings therein are as follows:-

On 25 May 2017, the Company had disposed of its 37.6% of issued and paid up capital in Sing Guan Silk Screen (Cambodia) Co. Ltd. for a total consideration of RM100.

The analysis of deferred tax assets and deferred tax liabilities is as follows:

Country of incorporationName of company 2017

%2016

%

Principal activities

Sing Guan Silk Screen (Cambodia) Co. LtdCeased operations, previously engaged

in the business of silk screen printing Cambodia - 37.6

Effective Ownershipand voting interest

9. Deferred Tax Assets

The movement on the net deferred tax asset are as follows:

Group/Company

Group/Company

2017RM

2017RM

2016RM

2016RM

Deferred tax asset

Deferred tax liability

At 1 June

Recognised in profit or loss:

- property, plant and equipment

Recognised in equity:

- Recognised upon conversion of ICULS

- Over provision in prior year in respect of conversion of ICULS

At 31 May

14,465 16,049

- (16,049)

14,465 -

- 4,098

- (4,098)

(1,583) -

16,048 -

14,465 -



AR2017

Deferred tax asset- issuance of ICULSOffsettingNet deferred tax asset

Deferred tax liability- property, plant and equipmentOffsettingNet deferred tax liability

9. Deferred Tax Assets (Cont’d)

10. Trade Receivables

The components of deferred tax asset and liability of the Group and the Company during the financial year prior to offsetting are as follows:

Deferred tax asset of the Group and the Company have not been recognised in respect of the following:

The Group’s normal trade credit terms range from 30 to 90 days (2016: 30 to 90 days). Other credit terms are assessed and approved on a case to case basis.

Group

Group/Company

Group/Company

2017RMnote

2017RM

2017RM

2016RM

2016RM

2016RM

Trade receivables

Amount owing by customers on contracts

Retention sum

Unutilised tax lossesTaxable temporary differences

Deferred tax asset not recognised at 24%

18,574,795 9,638,308

10(b) 4,153,852 -

- 5,250,000

22,728,647 14,888,308

2,061,673 - (106,504) - 1,955,169 -

469,240 -

14,465 16,049 - (16,049) 14,465 -

- (16,049) - 16,049 - -



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AR2017

10. Trade Receivables (Cont’d)

(b) Construction work-in-progress

Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records with the Group. These debtors are mostly long term customers with no history of default in payments.

The Group’s trade receivables of RM3,307,200 (2016: RM4,259,858) that are past due at the reporting date but not impaired relate mainly to customers who have never defaulted on payments but are slow paymasters hence, periodically monitored.

Included in trade receivables of the Group is a sum of RM16,041,528 (2016: RM14,155,076) owing by 4 (2016: 4) major customers which accounts for 86% (2016: 95%) of the total trade receivables. The Group has no other significant concentration of credit risk other than stated above.

Group

2017RM

2016RM

Aggregate costs incurred to date

Attributable profits

Less : Progress billings

Amount owing by customers on contracts

155,726,185 115,692,040

12,231,260 9,425,587

167,957,445 125,117,627

(163,803,593) (125,117,627)

4,153,852 -

(a) Ageing analysis of trade receivables

The ageing analysis of the trade receivables are as follows:-

Group

2017RM

2016RM

Neither past due or impaired

1 - 180 days past due but not impaired

More than 365 days past due but not impaired

Fully impaired

15,267,595 10,628,450

2,989,200 4,259,858

318,000 -

18,574,795 14,888,308

- - 18,574,795 14,888,308



AR2017

Other receivablesDepositsPrepayments

Less: Allowance for impairment

10,364,140 5,586,784 1,742,598 5,344,088 13,278,808 378,188 72,008 71,388 769,350 616,791 769,350 616,791 24,412,298 6,581,763 2,583,956 6,032,267 (640,937) (640,937) (349,837) (349,837) 23,771,361 5,940,826 2,234,119 5,682,430

11. Other Receivables

2017RM

2017RM

2017RM

2016RM

2016RM

2016RM

2017RM

2017RM

2017RM

2016RM

2016RM

2016RM

At 1 JuneAdditionsWrite offAt 31 May

Other payablesAccruals

640,937 2,449,800 349,837 - - 349,837 - 349,837 - (2,158,700) - - 640,937 640,937 349,837 349,837

196,986 1,456,135 64,123 1,417,824 187,586 152,680 143,504 110,342 384,572 1,608,815 207,627 1,528,166

Group Company

Group Company

Group Company

12. Amount Owing By Subsidiary Companies

13. Trade Payables

15. Amount Owing To Directors

14. Other Payables

This represents unsecured interest free advances which are repayable on demand.

Movement of allowance for impairment are as follows:

The normal trade credit terms granted to the Company ranges from 30 days to 60 days (2016: 30 days to 60 days).

This represents unsecured, interest-free advances which are repayable on demand.



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AR2017

16. Finance Lease Liabilities

17. Share Capital

2017RM

2017units

Number of ordinary shares Amount

2016RM

2016units

2017RM

2017RM

2016RM

2016RM

Minimum finance lease payments: - not later than 1 year- later than 1 year and not later than 5 years

Less: Future interest chargesPresent value of finance lease liabilities

Issued and fully paidAt 1 JuneReduction of par valueIssuance of ordinary shares pursuant to:- rights issue- conversion of ICULS- exercise of warrants by way of cashAt 31 May

Present value of finance lease liabilities- not later than 1 year - later than 1 year and not later than 5 years

Analysed as:- Repayable within twelve months - Repayable after twelve months

274,807 222,288 177,558 177,468 212,583 338,872 26,897 204,455 487,390 561,160 204,455 381,923 (38,764) (45,410) (15,205) (28,173) 448,626 515,750 189,250 353,750

291,863,650 291,858,650 58,372,730 58,371,730 - - (29,186,365) - 582,924,900 - 58,292,490 - 66,500 - 6,650 - - 5,000 - 1,000 874,855,050 291,863,650 87,485,505 58,372,730

253,778 205,011 164,590 164,500 194,848 310,739 24,660 189,250 448,626 515,750 189,250 353,750

253,778 205,011 164,590 164,500 194,848 310,739 24,660 189,250 448,626 515,750 189,250 353,750

Group Company

Group / Company

The finance lease of the Group and Company bear interest ranging from 4.64% to 6.76% and 4.64% to 6.76% (2016: 4.64% to 6.76% and 4.64% to 6.76%) per annum respectively.

The Company has changed its par value from RM0.20 per share to RM0.10 per share following the capital reduction exercise pursuant to Section 64 of the Companies Act, 1965 prior to the rights issue.



AR2017

17. Share Capital (Cont’d)

19. Capital Reserves

During the financial year, the Company increased its issued and paid-up share capital from RM58,372,730 to RM87,485,505 by way of:

(a) rights issue of 582,924,900 new ordinary shares of RM0.10 each together with 291,462,450 free warrants at an issue price of RM0.10 per rights share on the basis of 2 rights share together with 1 free warrant for every 1 existing ordinary share of RM0.10 each in the Company; and

(b) 131,600 irredeemable convertible unsecured loan stocks (“ICULS”) were converted into 66,500 new ordinary shares of RM0.10 each of the Company by surrendering for cancellation of 2 ICULS of RM0.10 nominal value of ICULS for every 1 new ordinary share of RM0.10 each in the Company.

The new ordinary shares issued during the financial year rank pari passu in all respects with the existing ordinary shares of the Company.

The new Companies Act, 2016 which came effective on 31 January 2017, abolished the concept of authorised share capital and par value of share capital.

A capital reserve was set up as a result of the Par Value Reduction exercised in the prior financial years.

18. Share Premium

20. Warrant Reserve

Group/Company

Group/Company

2017RM

2017RM

2016RM

2016RM

At 1 June

Capital reduction

Issuance of ordinary shares pursuant to conversion of ICULS

At 31 May

Warrant A 11/16

At 1 June

Expired during the year

At 31 May

Warrant C 17/22

At 1 June

Granted during the year

At 31 May

Total

Warrant B 13/18

At 1 June/31 May

6,993,520 6,993,520

(6,993,520) -

6,510 -

6,510 6,993,520

1,897,643 1,897,643

(1,897,643) -

- 1,897,643

- -

1,748,775 -

1,748,775 -

4,269,165 4,418,033

2,520,390 2,520,390



71

AR2017

20. Warrant Reserve (Cont’d)Warrant A 11/16 On 11 August 2011, the Company allotted the rights issue of 39,857,200 new ordinary shares of RM0.20 each in the Company together with 39,857,200 free warrants at an issue price of RM0.20 per rights issue on the basis of one rights issue together with one warrant for every 1 existing ordinary shares of the Company.

Each warrant entitles the registered holder to subscribe for 1 new ordinary share in the Company at any time on or after 11 August 2011 up to the date of expiry on 10 August 2016, at an exercise price of RM0.20 each or such adjusted price in accordance with the provisions in the Deed Poll.

On the date of expiry, 38,722,400 units of warrants remain unexercised and cease thereafter to be valid for any purpose.

Warrant B 13/18 On 28 June 2014, the Company allotted the rights issue of 117,336,600 new ordinary shares of RM0.20 each in the Company together with 70,401,960 free warrants at an issue price of RM0.20 per rights issue on the basis of 5 rights issue together with 3 warrants for every 1 existing ordinary share of the Company.

Each warrant entitles the registered holder to subscribe for 1 new ordinary share in the Company at any time on or after 28 June 2013 up to the date of expiry on 27 June 2018, at an exercise price of RM0.20 each or such adjusted price in accordance with the provisions in the Deed Poll.

As at 31 May 2017, 87,934,591 (2016: 70,401,960) units of warrants remained unexercised.

Warrant C 17/22

On 10 February 2017, the Company allotted the rights issue of 582,924,900 new ordinary shares of RM0.10 each in the Company together with 291,462,450 free warrants at an issue price of RM0.10 per rights issue on the basis of 2 rights issue together with 1 warrant for every 1 existing ordinary share of the Company.

Each warrant entitles the registered holder to subscribe for 1 new ordinary share in the Company at any time on or after 6 February 2017 up to the date of expiry on 5 February 2022, at an exercise price of RM0.10 each or such adjusted price in accordance with the provisions in the Deed Poll.

As at 31 May 2017, 291,462,450 warrants were unexercised.

The ICULS represent the unconverted portion of the original RM12,000,000 nominal value of 10-year 3% ICULS issued and allotted at 100% of the nominal value at RM0.10 each, net of deferred tax.

21. Irredeemable Convertible Unsecured Loan Stocks (“ICULS”)

Group/Company

Group/Company

2017RM

2017RM

2016RM

2016RM

Equity component At 1 JuneConversion during the financial year Deferred tax effect upon conversionAt 31 May

Liability component At 1 JuneConversion during the financial year Amortisation charge during the financial yearAt 31 May

330,883 330,883 (31,075) - (1,583) - 298,225 330,883

17,885 17,885 (2,228) - (4,702) - 10,955 17,885



AR2017

21. Irredeemable Convertible Unsecured Loan Stocks (“ICULS”) (Cont’d)

22. Revenue

23. Finance Costs

The ICULS have tenure of ten years from the date of issue and will not be redeemable in cash. All outstanding ICULS will be mandatorily converted by the Company into new ordinary shares at the conversion price applicable on the maturity date.

The ICULS are convertible into fully paid ordinary shares of RM0.20 each at any time during the tenure of the ICULS from 11 August 2011 to the maturity date on 10 August 2021 by:

(a) surrendering for cancellation the ICULS with an aggregate nominal value equivalent to the Conversion Price; or

(b) surrendering for cancellation of RM0.10 nominal value of ICULS and paying the difference between the nominal value of ICULS and the Conversion Price in cash, for every 1 new ordinary share of RM0.20 each.

Upon conversion of the ICULS into new ordinary shares, such shares would rank pari passu in all material respects with the existing ordinary shares of the Company in issue at the date of allotment of the new ordinary shares.

The ICULS holders are not entitled to participate in any distribution and/or offer of securities in the Company until and unless such ICULS holders convert the ICULS into new ordinary shares of the Company before the determination of the entitlement date for the distribution and/or offer of securities.

The interest on unconverted ICULS is at the rate of 3% per annum on the nominal value of the ICULS commencing August 2011 and is payable annually in arrears in August in each year.

2017RM

2017RM

2016RM

2016RM

2017RM

2017RM

2016RM

2016RM

Sub-contracting of electrical, building and civil works for the construction projects

Sales of electronic, electrical and industrial productsManagement fee received/receivable from subsidiary companyProject management consultant fee

Interest expense on:-- ICULS- Finance lease

42,839,816 35,642,706 - - - 116,566 - - - - 1,348,961 1,005,515 6,264,218 948,400 - 148,400 49,104,034 36,707,672 1,348,961 1,153,915

3,689 10,643 3,689 10,643 17,903 21,414 12,968 11,503 21,592 32,057 16,657 22,146

Group Company

Group Company



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AR2017

24. Profit/(Loss) Before Taxation

25. Taxation

2017RM

2017RM

2016RM

2016RM

2017RM

2017RM

2016RM

2016RM

Auditors’ remuneration - Current year- Under provision in prior year

Bad debts written offAllowance for impairment loss on:- Other receivables- Amount owing by a former subsidiary

Depreciation of property, plant and equipmentRental expensesGain on disposal of a subsidiary companyGain on disposal of an associate companyInterest incomeWaiver of outstanding debts by Directors

Current taxation:- Current year- Under provision in prior year

Deferred taxation (Note 9):- Origination and reversal of temporary differences- Over provision in prior year

Tax expense for the financial year

36,000 52,000 20,000 20,000 5,000 - - - 18,080 411,830 18,080 -

- 349,837 - 349,837 - 17,000,740 - 17,000,740

245,169 237,499 174,425 194,078 178,200 173,762 126,600 120,407 - (187,983) - (3,600,000) (100) - (100) - (404,904) - (404,904) - - (1,939,965) - (1,939,965)

1,299,652 266,484 - - 243,307 69,068 254,977 70,445 1,542,959 335,552 254,977 70,445

- 4,098 - 16,049 (16,049) - (16,049) - (16,049) 4,098 (16,049) 16,049

1,526,910 339,650 238,928 86,494

Group Company

Group Company

Profit /(loss) before taxation is derived after charging/(crediting):

Income tax is calculated at the statutory rate of 24% (2016: 24%) on chargeable income of the estimated assessable profit/(loss) for the financial year.



AR2017

25. Taxation (Cont’d)

26. Earnings Per Share

2017RM

2016RM

2017RM

2016RM

Profit/(loss) before taxation

Taxation at statutory tax rate of 24% (2016: 24%)Expenses not deductible for tax purposesIncome not subject to taxDeferred tax assets not recognisedUtilisation of previous unrecognised deferred tax assetsUnder provision of current taxation in prior yearsOver provision of deferred taxation in prior yearsTaxation for the financial year

2,124,685 451,789 (3,109,898) (12,979,382)

509,924 108,429 (746,376) (3,115,052) 388,703 647,545 335,116 4,444,644 (57,980) (489,490) (57,980) (1,329,592) 469,240 - 469,240 - (10,235) - - - 243,307 69,068 254,977 70,445 (16,049) 4,098 (16,049) 16,049 1,526,910 339,650 238,928 86,494

Group Company

A reconciliation of income tax expense applicable to profit/(loss) before taxation at the statutory income tax rate to income tax expense at the effective income tax rate of the Group and the Company is as follows:

(a) Basic earnings per share

Basic earnings per share (“EPS”) is calculated by dividing the profit for the year attributable to owners of the Company by the weighted average number of ordinary shares in issue during the financial year.

(b) Diluted earnings per share

Diluted earnings per share had been calculated based on the consolidated earnings after taxation for the financial year attributable to owners of the Company for the Group and the adjusted weighted average number of ordinary share in issue during the financial year as follows:

Group

Group

2017RM

2017RM

2016RM

2016RM

Profit attributable to owners of the company

Earnings attributable to the Company

Diluted earnings per share (sen)

Total weighted average number of ordinary shares in issue

Weighted average number of ordinary shares in issue Adjusts for:Assumed conversion of Warrants A 11/16Assumed conversion of Warrants B 13/18Assumed conversion of Warrants C 17/22Assumed conversion of ICULS

Basic earnings per share (sen)

597,775 112,139

597,775 112,139

0.07 0.03

473,941,367 291,863,650

473,941,367 291,863,650

- 38,727,400 87,934,591 70,401,960 291,462,450 - 3,416,200 3,547,800 856,754,608 404,540,810

0.12 0.04



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2017RM

2017RM

2016RM

2016RM

2017RM

2017RM

2016RM

2016RM

Staff costs (excluding Directors)- charged to profit or loss

Directors of the company - Salaries and other emoluments- Fees- Bonus- EPF- Allowance

1,957,082 1,705,373 921,862 673,008

833,129 246,458 660,129 124,000 225,000 76,000 225,000 76,000 42,000 - - - 103,824 66,760 78,024 41,560 136,920 - 112,800 -

Group Company

Group Company

Included in staff costs (excluding Directors) are contribution made to the Employees Provident Fund under a defined contribution plan for the Group and the Company of RM206,672 and RM104,455 (2016: RM173,021 and RM64,327 ) respectively.

Key management personnel comprise Directors of the Group and the Company, who have authority and responsibility for planning, directing and controlling the activities of the Group and Company either directly or indirectly.

27. Staff Information

28. Key Management Personnel Compensation

29. Capital Commitment

The key management personnel compensation is as follows:

Group

2017RM

2016RM

Approved and contracted for:

Property, plant and equipment

2,500,000 -



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30. Material Litigation

31. Related Parties Transactions

Tay Chye Huat vs the Company and 2 others (Kuala Lumpur High Court Suit No. 22NCVC-482-08/2013).

The Plaintiff had claimed for a sum of RM1,400,000 together with interest and cost for two (2) loan agreements amounting to RM1,000,000 (“1st Loan”) and RM600,000 (“2nd Loan”) respectively, executed between the Plaintiff and S.G. Silk Screen Industries Sdn. Bhd. (“SG Silk”), a former subsidiary of the Company. The Plaintiff is alleging that the Company and its former Director, Cherng Chin Guan (resigned on 7 Nov 2014), had misrepresented to the Plaintiff that the Company will provide a corporate guarantee to the Plaintiff as a security for the loans and such representations had induced him to provide the 2nd Loan to SG Silk.

On 7 January 2015, the High Court of Kuala Lumpur had dismissed the Plaintiff’s suit with costs of RM 10,000 to be paid to the defendants.

On 5 February 2015, the Plaintiff has filed an appeal against the decision of the High Court Judge pronounced on 7 January 2015. However, the Court of Appeal has on 22 October 2015, allowed the Plaintiff’s appeal against the Company and had order a sum of RM600,000 with interest of 5% per annum from the date of the Writ i.e.6 August 2013 until the full realization together with costs for the Court of Appeal and High Court, jointly at RM20,000.

The Company has filed a motion for leave to appeal to the Federal Court on 19 November 2015. The solicitor are of the opinion that there is a fairy good chance in obtaining the leave as the proposed questions of law are good arguable novel points of law and are matters of public importance as the case involved a public listed company. Furthermore, the solicitors are of the view that upon successfully obtaining leave to appeal to the Federal Court, the Company would have a good arguable case in the appeal proper.

After the Company has obtained the grounds of the judgement from the Court of Appeal, on 6 January 2017, the Company has filed and served the additional affidavit in regards to the Company’s leave application to the Federal Court.

The Federal Court had on 1 March 2017 dismissed the Company’s application to seek for leave to appeal to the Federal Court against Court of Appeal’s decision with cost of RM20,000 to be paid to the Plaintiff.

2017RM

2016RM

CompanyManagement fee received/receivable from subsidiary company, Vizione Construction Sdn. Bhd.

GroupProvision of project management service to companies in which certain Directors of the Company has interest:- Wira Syukur (M) Sdn. Bhd.- KL Northgate Sdn. Bhd.- Midlands City Sdn. Bhd.

Progress billing received/receivable from Wira Syukur (M) Sdn. Bhd., a company in which Director of the Company has interest

Construction cost paid/payable to Wira Syukur (M) Sdn. Bhd., a company in which certain Director of the Company has interest

1,348,961 1,153,915

4,600,000 - 700,000 500,000 620,000 300,000

16,879,751 12,012,958

(2,179,801) -



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32. Segment Information - GroupSegment information is primarily presented in respect of the Group’s business segment which is based on the Group’s management and internal reporting structure.

The reportable business segments of the Group comprise the following:-

Construction : Sub-contracting of the electrical, building and civil works for the construction projects Others : Investment holding

Other non-reportable segments comprise operations of a subsidiary company which is dormant.

Segment revenue, results, assets and liabilities include items directly attributable to a segment and those where a reasonable basis of allocation exists. Inter-segment revenues are eliminated on consolidation.

Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.

The total of segment assets is measured based on all assets (including goodwill) of a segment, as included in the internal management reports that are reviewed by the Group’s Executive Directors. Segment total assets are used to measure the return of assets of each segment.

The total of segment liabilities is measured based on all liabilities of a segment, as included in the internal management reports that are reviewed by the Group’s Executive Directors.

The accounting policies of the segments are consistent with the accounting policies of the Group.

Non-Reportable Segment

RMOthers

RMConstruction

RM

Inter-segment Elimination

RMTotalRM

Revenue Total revenue

Inter-segment revenue

Total segment revenue

AssetsSegment assets

LiabilitiesSegment liabilities

Results Bad debts written off

Finance costs

Depreciation of property, plant and equipment

Finance income

Gain on disposal of associate

Taxation

Segment results

49,104,034 - - - 49,104,034

- 1,348,961 - (1,348,961) -

49,104,034 1,348,961 - (1,348,961) 49,104,034

- (18,080) - - (18,080)

(4,935) (16,657) - - (21,592)

(70,744) (174,425) - - (245,169)

- 404,904 - - 404,904

- 100 - - 100

(1,287,982) (238,928) - - (1,526,910)

3,996,088 (3,348,826) (49,487) - 597,775

48,460,435 69,608,381 2,726 (35,371,678) 82,699,864

41,268,685 640,899 78,013 (34,371,676) 7,615,921

2017



AR2017

32. Segment Information - Group (Cont’d)

Others RM

Electronic and electrical

RMConstruction

RM

Non-Reportable Segment

RM

Inter-segment Elimination

RMTotalRM

Revenue Total revenue

Inter-segment revenue

Total segment revenue

AssetsSegment assets

LiabilitiesSegment liabilities

Results Finance costs

Bad debts written off

Depreciation of property, plant and equipment

Allowance for impairment loss on:

- Other receivables

- Amount owing by a former subsidiary

Taxation

Segment results

36,442,706 116,566 148,400 - - 36,707,672

- - 1,005,515 - (1,005,515) -

36,442,706 116,566 1,153,915 - (1,005,515) 36,707,672

- (10,719) (21,338) - - (32,057)

(411,830) - - - - (411,830)

(43,422) (13,152) (180,925) - - (237,499)

- - (349,837) - - (349,837)

- - (17,000,740) - 17,000,740 -

(253,156) - (86,494) - - (339,650)

335,349 (740,221) (13,065,876) (5,835) 13,588,722 112,139

16,755,361 - 16,491,129 2,832 (8,512,109) 24,737,213

13,559,698 - 2,447,813 28,632 (7,512,106) 8,524,037

2016

2017RM

2016RM

Total profit/(loss) for reportable segments

Other non-reportable segments

Allowance for impairment loss on investment in subsidiary company

Adjustment for taxation

Adjustment for gain on disposal of a subsidiary on group level

Consolidated loss after tax

2,174,172 (13,120,378)

(49,487) (5,835)

- 13,390,109

(1,526,910) (339,650)

- 187,893

597,775 112,139

Reconciliation of reportable segment profit and loss, assets and liabilities and other material items are as follows:-

Information about major customers

Revenue from 2 (2016: 4) major customers amounts to RM40,454,018 (2016: RM36,591,106), arising from sales by the construction segment.



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Group

Company

33. Financial Instruments The table below provides an analysis of financial instruments and their categories:

Loans and receivables/other financial liabilities

RMTotalRM

Loans and receivables/other financial liabilities

RMTotalRM

Financial assetsTrade receivablesOther receivablesShort term money marketCash and bank balances

Financial liabilitiesTrade payables Other payablesAmount owing to DirectorsFinance lease liabilitiesICULS

22,728,647 22,728,647 14,888,308 14,888,308 23,771,361 23,771,361 5,940,826 5,940,826 29,955,323 29,955,323 - - 4,096,344 4,096,344 1,828,175 1,828,175 80,551,675 80,551,675 22,657,309 22,657,309

5,792,589 5,792,589 5,709,590 5,709,590 384,572 384,572 1,608,815 1,608,815 238,382 238,382 593,013 593,013 448,626 448,626 515,750 515,750 10,955 10,955 17,885 17,885 6,875,124 6,875,124 8,445,053 8,445,053

2017 2016

Financial risk management objectives and policies

The Group’s financial risk management policy is to ensure that adequate financial resources are available for the development of the Group’s operations whilst managing its financial risks, including credit risk, liquidity and market risk. The Group operates within clearly defined guidelines that are approved by the Board and the Group’s policy is not to engage in speculative transactions.

Financial assets

Other receivables

Amount owing by subsidiary companies

Short term money market

Cash and bank balances

Financial liabilities

Other payables

Amount owing to Directors

Finance lease liabilities

ICULS

2,234,119 2,234,119 5,682,430 5,682,430

34,371,677 34,371,677 8,088,035 8,088,035

29,955,323 29,955,323 - -

513,311 513,311 29,612 29,612

67,074,430 67,074,430 13,800,077 13,800,077

207,627 207,627 1,528,166 1,528,166

208,382 208,382 548,012 548,012

189,250 189,250 353,750 353,750

10,955 10,955 17,885 17,885

616,214 616,214 2,447,813 2,447,813



AR2017

33. Financial Instruments (Cont’d)

Financial risk management objectives and policies (cont’d)

Credit risk

Credit risk is the risk of a financial loss to the Group if a counterparty of a financial asset fails to meet its contractual obligations. The Group’s exposure to credit risk arises mainly from receivables from customers. Credit period extended to its customers is based on careful evaluation of the customers’ financial condition and credit history. Receivables are monitored on an ongoing basis via Group’s management reporting procedures and action will be taken for long outstanding debts. Appropriate approval limits are set at different levels of credit limits and terms. In order to further minimise its exposure to credit risk, the Group, in some instances, requires letters of credits and deposits from the customers.

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis through the review of receivables ageing. At reporting date, there were no significant concentrations of credit risk other than disclosed in Note 10.

The maximum exposure to credit risk for the Group is the carrying amount of the financial assets shown in the statement of financial position.

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 trade and other payables, finance leases and borrowings.

Cash flow forecasting is performed by monitoring the Group’s liquidity requirements to ensure that it has sufficient liquidity to meet operational, financing repayments and other liabilities as they fall due.



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33. Financial Instruments (Cont’d) Liquidity risk (cont’d)The table below summarises the maturity profile of the Group and the Company’s financial liabilities as at the end of the reporting period based on contractual undiscounted payments:

Contractualcash flow

RM

Contractualinterest rate

%Carrying amount

RM

Group

Company

Below 1 year RM

Between1 to 2 years

RM

Between2 to 5 years

RM

Trade payables

Other payables



Other payables



Trade payables

Other payables



Other payables



5,792,589 - 5,792,589 5,792,589 - -

384,572 - 384,572 384,572 - -

238,382 - 238,382 238,382 - -

448,626 2.44 - 3.59 487,390 274,716 124,235 88,439

6,864,169 6,902,933 6,690,259 124,235 88,439

207,627 - 207,627 207,627 - -

208,382 - 208,382 208,382 - -

189,250 2.44 - 3.59 204,455 177,468 26,987 -

605,259 620,464 593,477 26,987 -

5,709,590 - 5,709,590 5,709,590 - -

1,608,815 - 1,608,815 1,608,815 - -

593,013 - 593,013 593,013 - -

515,750 2.44 - 3.59 561,160 222,288 222,288 116,584

8,427,168 8,472,578 8,133,706 222,288 116,584

1,528,166 - 1,528,166 1,528,166 - -

548,012 - 548,012 548,012 - -

353,750 2.44 - 3.59 381,923 177,468 177,468 26,987

2,429,928 2,458,101 2,253,646 177,468 26,987

2017

2017

2016

2016



AR2017

33. Financial Instruments (Cont’d) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and cash flow and fair value interest rate risk that may affect the Group’s financial position and cash flows.

(a) Interest rate risk The Group and the Company finance its operation through operating cash flows and borrowings. Interest rate exposure arises from the Group’s and the Company’s finance lease and bank borrowings.

Exposure to interest rate risk

The interest rate profile of the Group’s significant interest-bearing financial instrument, based on carrying amounts as at the end of the financial year is as follows:

Fair value informationThe carrying amounts of cash and cash equivalents, trade and other receivables, intercompany advances, trade and other payables, current portion of lease payables approximate fair value due to the relatively short term nature of these financial instruments.

The aggregate fair value of the other financial assets and liabilities carried on the statement of financial position approximates its carrying value and the Group does not anticipate the carrying amounts recorded at the reporting date to be significantly different from the values that would eventually be settled.

Fixed rate instrument


2017RM

2016RM

2017RM

2016RM

448,626 515,750 189,250 353,750

Group Company

Fair value hierarchy The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.Level 3: Inputs for the asset or liability that is not based on observable market data.

Interest rate risk sensitivity analysis The Group and the Company are not exposed to interest rate risk sensitivity at the end of the reporting year.



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34. Capital ManagementThe primary objective of the Group’s capital management is to maintain an adequate capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. There were no changes in the Group’s approach to capital management during the financial year.

The Group monitors capital using gearing ratio, which is net debt divided by total capital plus net debt. The Group’s policy is to keep the gearing ratio within reasonable level. The Group includes within net debt, trade and other payables, lease payable, less cash and bank balances. Capital includes the equity attributable to the owners of the Company.

There were no changes to the Group’s approach to capital management during the financial year.

Group

2017RM

2016RM

Trade and other payables



Less: Cash and cash equivalents net of pledged

Net debt

Equity attributable to the owners of the Company

Gearing ratio

6,177,161 7,318,405

238,382 593,013

448,626 515,750

(34,051,667) (1,828,175)

(27,187,498) 6,598,993

75,083,943 16,213,176

(0.36) 0.41

35. Subsequent Events On 30 June 2017, the Group had announced that the Company had obtained approval from Bursa Securities for the followings:

(i) Listing of and quotation for up to 1,006,202,300 new ordinary shares of Vizione Holdings Berhad (“Vizione”) to be issued to the proposed Wira Syukur (M) Sdn. Bhd. (“WSSB”) acquisition; and

(ii) Listing of and quotation for up to 1,687,440,000 new ordinary shares of Vizione to be issued to the Proposed Private Placement.

On 21 August 2017, the Company had issued the circular to shareholders in relation to the followings:

(i) Proposed acquisition of 100% equity interest in WSSB for a total purchase consideration of up to RM280,000,000 to be satisfied via the combination of issuance of new ordinary shares of Vizione to be issued at an issue price of RM0.11 per share and the balance in cash;

(ii) Proposed private placement of up to 1,687,440,000 new shares to be subscribed by potential investors.

On 6 September 2017, all the above resolutions were duly passed by way of poll at the Extraordinary General Meeting of the Company.



AR2017

The determination of realised and unrealised profits or losses is based on the Guidance on 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 the Malaysian Institute of Accountants on 20 December 2010.

The above disclosure of realised and unrealised profits or losses is made solely for complying with the disclosure requirements stipulated in the directive of Bursa Malaysia Securities Berhad and is not made for any other purposes.

Total accumulated losses:- Realised losses Unrealised losses

Realised and Unrealised Profits/Losses (Supplementary Information)

2017RM

2016RM

2017RM

2016RM

(16,989,927) (59,429,449) (23,106,388) (61,599,309)

14,465 - 14,465 -

(16,975,462) (59,429,449) (23,091,923) (61,599,309)

Group Company


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PROPERTIESLIST OF

Tenure and Year of Expiry

Brief description and

existing use

Location and address of property

Area Building/ Land (sq meters)

Age of Building / Land (Years)

Net Book Value as at 31/5/2017

Date of Valuation

GM 6135 Lot No. PT922, Mukim Bandar Kuah, Daerah Langkawi, Kedah

Land address: Lot PT 922, Sg Tarum, Bandar Kuah, Langkawi, Kedah

GM 6136 Lot No. PT923, MukimBandar Kuah, Daerah Langkawi, Kedah

Land address:Lot PT 923, Sg Tarum, Bandar Kuah, Langkawi, Kedah





Residential 200 Freehold - 1 12 August 2015




List of Properties


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Tenure and Year of Expiry

Brief description and

existing use

Location and address of property

Area Building/ Land (sq meters)

Age of Building / Land (Years)


Land address:Lot PT 950, Sg Tarom, Bandar Kuah, Langkawi, Kedah


Land address:Lot PT 951, Sg Tarom, Bandar Kuah, Langkawi, Kedah






1 These properties have an aggregate net book value of RM813,000.




List of Properties

Net Book Value as at 31/5/2017

Date of Valuation



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AR2017

ANALYSIS OF SHAREHOLDINGS AS AT 30 AUGUST 2017

SHAREHOLDINGS STATISTICS

Issued and Fully Paid-up Capital :

Class of Shares :

Voting Rights :

RM87,486,765 divided into 874,855,050 ordinary shares

Ordinary shares

One vote per ordinary share

SHAREHOLDING DISTRIBUTION SCHEDULE (AS PER THE RECORD OF DEPOSITORS)

* Less than 0.01%

No. of Shareholders Size of Shareholdings No. of Shares Held % of Shares

4 Less than 100 200 * 494 100 to 1,000 438,250 0.05 950 1,001 to 10,000 5,398,600 0.62 1,880 10,001 to 100,000 95,224,900 10.88 917 100,001 to less than 5% of issued shares 773,793,100 88.45 - 5% and above of the issued shares - 0.00

4,245 TOTAL 874,855,050 100.00

LIST OF 30 LARGEST SECURITIES ACCOUNT HOLDERS(AS PER THE RECORD OF DEPOSITORS)

Name of Shareholders No. of Shares Held Percentage (%)

1. DB (Malaysia) Nominee (Asing) Sdn Bhd 43,716,000 5.00 -Exempt an for EFG Bank AG (A/C Client)

2. Kenanga Nominees (Tempatan) Sdn Bhd 38,240,400 4.37 - Woo Yi Xuan 3. JF Apex Nominees (Tempatan) Sdn Bhd 35,000,000 4.00 -Pledged Securities Account for AXD System Global Sdn Bhd (STA 1)

4. Alliancegroup Nominees (Tempatan) Sdn Bhd 33,000,000 3.77 -Pledged Securities Account for Lim Chai Beng (7001398)

5. Kenanga Nominees (Tempatan) Sdn Bhd 26,000,000 2.97 -Pledged Securities Account for Eng Ging Kiat

6. TA Nominees (Tempatan) Sdn Bhd 24,201,000 2.77 -Pledged Securities Account for Ng Aun Hooi



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AR2017

LIST OF 30 LARGEST SECURITIES ACCOUNT HOLDERS (CONT’D)(AS PER THE RECORD OF DEPOSITORS)


7. Amsec Nominees (Tempatan) Sdn Bhd 23,702,000 2.71 -Pledged Securities Account - AmBank (M) Berhad for Ng Aun Hooi (SMART)

8. Public Nominees (Tempatan) Sdn Bhd 15,500,000 1.77 -Pledged Securities Acccount for Khoo Ai Lian (E-PKG/BBT) 9. Alliancegroup Nominees (Tempatan) Sdn Bhd 13,200,000 1.51 -Pledged Securities Account for Lim Ann Lie (7000780) 10. Alliancegroup Nominees (Tempatan) Sdn Bhd 12,000,000 1.37 -Pledged Securities Account for Seaw Wei Tat (7000246)

11. Lim Ee Hui 12,000,000 1.37

12. Seow Khim Soon 11,699,600 1.34

13. Eng Ging Kiat 11,600,700 1.33

14. Kenanga Nominees (Tempatan) Sdn Bhd 10,000,000 1.14 -Pledged Securities Account for Wong Kwai Wah 15. WBW E Bit Trade Sdn Bhd 9,500,000 1.09 16. Fu & Foo Sdn Bhd 8,000,000 0.91

17. Kenanga Nominees (Tempatan) Sdn Bhd 7,000,000 0.80 -Pledged Securities Account for Ibrahim bin Sahari

18. Seaw Keng Seng 6,911,600 0.79

19. Ng Kheng Yeow 5,700,000 0.65

20. Leow Hong Yen 5,280,000 0.60

21. Chin Lih Lih 5,000,300 0.57

22. Siew Seow Kim 4,350,900 0.50

23. RHB Capital Nominees (Tempatan) Sdn Bhd 4,100,000 0.47 -Pledged Securities Account for Tan Eng Nam (CEB)

24. Lee Wee Teck 4,010,000 0.46

25. Lee Soon Kia 3,787,500 0.43

26. Lew Yuen Kee @ Lew Ah Kee 3,500,000 0.40

27. Tan Tuan Shee 3,130,000 0.36

28. Amsec Nominees (Tempatan) Sdn Bhd 3,000,000 0.34 -Pledged Securities Account for Lee Choi Fok @ Lee Choon Fook



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AR2017

LIST OF 30 LARGEST SECURITIES ACCOUNT HOLDERS(AS PER THE RECORD OF DEPOSITORS)


29. Liew Sze Fook 3,000,000 0.34

30. Lee Kay Chong 3,000,000 0.34

Total 389,130,000 44.47


SUBSTANTIAL SHAREHOLDERS(AS PER THE REGISTER OF SUBSTANTIAL SHAREHOLDERS)

DIRECTORS’ SHAREHOLDINGS(AS PER THE REGISTER OF DIRECTORS’ SHAREHOLDINGS)

Name of Shareholders Direct Percentage(%) Indirect Percentage(%)

Name of Shareholders Direct Percentage(%) Indirect Percentage(%)

No. of Shares Held

No. of Shares Held

Dato’ Ng Aun Hooi 47,903,000 5.48 - -

Datuk Dr. Raman bin Ismail - - - -Dato’ Ng Aun Hooi 47,903,000 5.48 1,532,700* 0.18Wong Kwai Wah 13,500,000 1.54 - -Dato’ Ir. Mohamad Shokri bin Abdullah - - - -Chan Chee Wing - - - -

Note:-* Deemed interest by virtue of his spouse’s direct shareholdings in the Company.


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ANALYSIS OF ICULS HOLDINGS AS AT 30 AUGUST 2017

IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (“ICULS”)

No. of ICULS holders : 151

No. of ICULS issuance : 3,416,200

ICULS HOLDING DISTRIBUTION SCHEDULE (AS PER THE RECORD OF DEPOSITORS)

* Less than 0.01%

No. of ICULS holders Size of ICULS holdings No. of ICULS Held % of ICULS

1 Less than 100 99 * 5 100 to 1,000 800 0.02 78 1,001 to 10,000 414,801 12.14 62 10,001 to 100,000 2,172,300 63.59 3 100,001 to less than 5% of issued shares 328,200 9.61 2 5% and above of the issued shares 500,000 14.64

151 TOTAL 3,416,200 100.00

LIST OF 30 LARGEST ICULS ACCOUNT HOLDERS (AS PER THE RECORD OF DEPOSITORS)

Name of ICULS Holders No. of ICULS Held Percentage (%)

1. Lim Siam Hwoi 300,000 8.78

2. Ban Hock Seng Sdn Bhd 200,000 5.85

3. Kong Ah Then 124,000 3.63

4. Jimmy Lim Thaw Chay 104,000 3.04

5. Lim Onn Lam 100,200 2.93

6. Maybank Nominees (Tempatan) Sdn Bhd 100,000 2.93 -Lai Choi Sang

7. Kenanga Nominees (Tempatan) Sdn Bhd 100,000 2.93 -Pledged Securities Account for Chiam Eng An (001)

8. Syarikat Rimba Timur (RT) Sdn Bhd 80,000 2.34

9. Ching Gek Lee 80,000 2.34


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LIST OF 30 LARGEST ICULS ACCOUNT HOLDERS (CONT’D) (AS PER THE RECORD OF DEPOSITORS)

Name of ICULS Holders No. of ICULS Held Percentage (%)

10. Kenanga Nominees (Tempatan) Sdn Bhd 80,000 2.34 -Pledged Securities Account for Tay Yoo Swae

11. Lim Onn Lam 80,000 2.34

12. Lee Kim Siong 80,000 2.3413. Lim Pin Hoon 60,000 1.76

14. Kenanga Nominees (Tempatan) Sdn Bhd 55,900 1.64 -Pledged Securities Account for Chiam Lee Wah (001)

15. Liong Sam Kong 50,000 1.46

16. Loy Sai Hwa 50,000 1.46

17. Chiew Yung Li 50,000 1.46

18. Pun Kam Po 50,000 1.46

19. Public Nominees (Tempatan) Sdn Bhd 48,000 1.41 -Pledged Securities Account for Heng Sau Wah (E-KLC)

20. Alliancegroup Nominees (Tempatan) Sdn Bhd 48,000 1.41 -Pledged Securities Account for Yap Tek Sang 21. Cheow Wah Thim 46,200 1.35

22. Ng Teck Chiew 44,000 1.29

23. See Joo Liong 40,000 1.17

24. Ban Poon Chor @ Ban Pong Cho 40,000 1.17

25. Lee Seng Young 40,000 1.17

26. Lum Soong Jye 40,000 1.17

27. Ong Hock Choo 40,000 1.17

28. Neoh Siew Lian 40,000 1.17

29. Lim Chin Choon 40,000 1.17

30. Hoh Sai Khong 39,500 1.16

TOTAL 2,249,800 65.84


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* Less than 0.01%

No. of Warrants B Holders Size of Warrants B Holdings No. of Warrants B Held % of Warrants B

60 Less than 100 2,891 * 25 100 to 1,000 15,162 0.02 99 1,001 to 10,000 434,067 0.49 241 10,001 to 100,000 11,796,196 13.41 155 100,001 to less than 5% of issued shares 65,150,575 74.09 2 5% and above of the issued shares 10,535,700 11.98

582 TOTAL 87,934,591 100.00


DIRECTORS’ ICULS HOLDINGS(AS PER THE RECORD OF DEPOSITORS)

Name of ICULS holders No. of ICULS Held Percentage (%)

Datuk Dr. Raman bin Ismail - -

Dato’ Ng Aun Hooi - -

Wong Kwai Wah - -

Dato’ Ir. Mohamad Shokri bin Abdullah - -

Chan Chee Wing - -

ANALYSIS OF WARRANTS B HOLDINGS AS AT 30 AUGUST 2017

WARRANTS B

No. of Warrants holders : 582

No. of Warrants in issuance : 87,934,591

LIST OF 30 LARGEST WARRANTS B ACCOUNT HOLDERS(AS PER THE RECORD OF DEPOSITORS)

Name of Warrants B Holders No. of Warrants B Held Percentage (%)

1. Ngee Pik Haa 5,620,700 6.39

2. Seaw Keng Seng 4,915,000 5.59

3. Leong Chee Kee 2,500,000 2.84

4. Hong Peck Joo 2,187,400 2.49


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LIST OF 30 LARGEST WARRANTS B ACCOUNT HOLDERS (CONT’D)(AS PER THE RECORD OF DEPOSITORS)


5. Ng Sai Tiang 2,000,000 2.27

6. Ng Chin Chuang 2,000,000 2.27

7. Lim Boon Chin 1,873,803 2.13

8. Lee Chee Won 1,500,000 1.71

9. Soh Siew Gee 1,500,000 1.71

10. Lee Chee Won 1,500,000 1.71

11. Loi Sow Wah 1,498,843 1.70

12. Tan Yong Chin 1,448,881 1.65

13. Thow Kum Sang 1,249,036 1.42

14. Lim Boon Hong 1,163,591 1.32

15. Liew Sze Fook 1,124,132 1.28

16. Suryani binti Abu Hasan 1,100,032 1.25

17. Tan Hoay Yam 1,074,171 1.22

18. Hong Peck Joo 1,000,000 1.14

19. Ching Eng Hock 1,000,000 1.14

20. Maybank Nominees (Tempatan) Sdn Bhd 1,000,000 1.14 Teo Kian Yeu

21. Maybank Nominees (Tempatan) Sdn Bhd 874,325 0.99 -Pledged Securities Account for Tan Chin Seoh

22. Affin Hwang Nominees (Tempatan) Sdn Bhd 874,325 0.99 -Pledged Securities Account for Tan Chee Haur (Tan 8625C)

23. Maybank Nominees (Tempatan) Sdn Bhd 811,873 0.92 Too Lih Ann

24. Cheong Hooi Chye 800,000 0.91

25. Kik Ah Kheok 749,421 0.85

26. Seaw Keng Seng 743,332 0.85

27. Goh Hock Chye 706,900 0.80



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* Less than 0.01%

No. of Warrants C Holders Size of Warrants C Holdings No. of Warrants C Held % of Warrants C

1 Less than 100 50 * 38 100 to 1,000 26,800 0.01 116 1,001 to 10,000 673,700 0.64 354 10,001 to 100,000 17,837,500 6.12 255 100,001 to less than 5% of issued shares 206,797,600 70.95 4 5% and above of the issued shares 66,126,800 22.69

768 TOTAL 291,462,450 100.00

LIST OF 30 LARGEST WARRANTS B ACCOUNT HOLDERS(AS PER THE RECORD OF DEPOSITORS)


28. Tai Jon Ngian 700,000 0.80

29. Kenanga Nominees (Tempatan) Sdn Bhd 686,969 0.78 -Pledged Securities Account for Liew Voon Tah (029)

30. Lai Zhu Yen 649,498 0.74

Total 44,852,232 51.00

DIRECTORS’ WARRANTS B HOLDINGS(AS PER THE RECORD OF DEPOSITORS)


Datuk Dr. Raman bin Ismail - - Dato’ Ng Aun Hooi - - Wong Kwai Wah - - Dato’ Ir. Mohamad Shokri bin Abdullah - - Chan Chee Wing - -

ANALYSIS OF WARRANTS C HOLDINGS AS AT 30 AUGUST 2017

WARRANTS C

No. of Warrants holders : 768

No. of Warrants in issuance : 291,462,450



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LIST OF 30 LARGEST WARRANTS C ACCOUNT HOLDERS (CONT’D)(AS PER THE RECORD OF DEPOSITORS)

Name of Warrants C Holders No. of Warrants C Held Percentage (%)

1. Tan Tuan Shee 18,500,000 6.35

2. DB (Malaysia) Nominee (Asing) Sdn Bhd 16,390,000 5.62 Exempt An for EFG Bank AG (A/C Client)

3. Kenanga Nominees (Tempatan) Sdn Bhd 15,796,800 5.42 Woo Yi Xuan

4. Eng Ging Kiat 15,440,000 5.30

5. Leow Hong Yen 11,500,000 3.95

6. Alliancegroup Nominees (Tempatan) Sdn Bhd 11,000,000 3.77 -Pledged Securities Account for Lim Chai Beng (7001398)

7. Amsec Nominees (Tempatan) Sdn Bhd 8,201,000 2.81 -Pledged Securities Account - Ambank (M) Berhad for Ng Aun Hooi (Smart)

8. Seow Khim Soon 7,546,700 2.59

9. Khoo Seng Miau 7,000,000 2.40

10. Alliancegroup Nominees (Tempatan) Sdn Bhd 5,000,100 1.72 -Pledged Securities Account for Loh Teck Wah (8090542) 11. Lee Choi Fok @ Lee Choon Fook 5,000,000 1.72

12. Alliancegroup Nominees (Tempatan) Sdn Bhd 4,600,000 1.58 -Pledged Securities Account for Seaw Wei Tat (7000246) 13. Alliancegroup Nominees (Tempatan) Sdn Bhd 4,400,000 1.51 -Pledged Securities Account for Lim Ann Lie (7000780) 14. Seow Gim Beng 4,044,400 1.39

15. CIMSEC Nominees (Tempatan) Sdn Bhd 4,000,000 1.37 -Pledged Securities Account for Chow Yee Chin (Kebun Teh-CL) 16. Ng Lea Ching 3,600,000 1.24

17. Looi Ban Keat 3,500,000 1.20

18. HLIB Nominees (Tempatan) Sdn Bhd 3,300,000 1.13 -Hong Leong Bank Bhd for Saw Hean Yeow 19. Maybank Nominees (Tempatan) Sdn Bhd 3,230,000 1.11 Teo Kian Yeu 20. Lew Yuen Kee @ Lew Ah Kee 3,000,000 1.03

21. TA Nominees (Tempatan) Sdn Bhd 2,500,000 0.86 -Pledged Securities Account for Ng Aun Hooi 22. Tan Hwa Imm 2,285,100 0.78



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LIST OF 30 LARGEST WARRANTS C ACCOUNT HOLDERS (CONT’D)(AS PER THE RECORD OF DEPOSITORS)


23. Maybank Nominees (Tempatan) Sdn Bhd 2,243,400 0.77 -Pledged Securities Account for Lee Yeong Wai 24. Gan Keng Meng 2,200,000 0.75

25. RHB Capital Nominees (Tempatan) Sdn Bhd 2,050,000 0.70 -Pledged Securities Account for Tan Eng Nam (CEB)

26. TA Nominees (Tempatan) Sdn Bhd 2,000,000 0.69 -Pledged Securities Account for Lee Chieh Yu Lydia 27. Ooi Ing Chew 2,000,000 0.69

28. Wong Sik Sen 2,000,000 0.69

29. Lim Ee Hui 2,000,000 0.69

30. Lee See Wee 1,800,000 0.62

TOTAL 176,127,500 60.45

DIRECTORS’ WARRANTS C HOLDINGS(AS PER THE RECORD OF DEPOSITORS)


Datuk Dr. Raman bin Ismail - - Dato’ Ng Aun Hooi 10,701,000 3.67 Wong Kwai Wah - - Dato’ Ir. Mohamad Shokri bin Abdullah - - Chan Chee Wing - -



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NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Nineteenth Annual General Meeting (“19th AGM”) of Vizione Holdings Berhad (“Vizione” or the “Company”) will be held at Eastin Hotel Kuala Lumpur, 13, Jalan 16/11, Pusat Dagangan Seksyen 16, 46350 Petaling Jaya, Selangor Darul Ehsan on Tuesday, 24 October 2017 at 10.00 a.m., or any adjournment thereof, for the purpose of considering and if thought fit to pass the following resolutions, with or without any modifications:

AGENDA

AS ORDINARY BUSINESS1. To receive the Audited Financial Statements of the Company for the financial year ended 31 May 2017 and

the Directors and Auditors Reports thereon.

2. To approve the payment of Directors’ fees of RM138,000 for the period ended 1 January 2014 to 31 May 2015.

3. To approve the payment of Directors’ fees of RM132,000 and benefits of RM36,800 for the financial year

ended 31 May 2017 (Financial Year Ended 2016: Directors’ Fees of RM76,000).

4. To re-elect Mr Chan Chee Wing who retires pursuant to Article 79 of the Company’s Articles of Association.

5. To re-elect Mr Wong Kwai Wah who retires pursuant to Article 80 of the Company’s Articles of Association.

6. To appoint Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration.

The retiring auditors, Messrs Morison Anuarul Azizan Chew, have expressed their intention not to seek re-appointment at the 19th AGM.

The Board of Directors do hereby recommend to the Shareholders to consider and if thought fit, to pass the following Ordinary Resolution pursuant to Section 271(4)(a) of the Companies Act, 2016:-

“THAT Messrs UHY be appointed as Auditors of the Company for the financial year ending 31 May 2018 in place of the retiring Auditors, Messrs Morison Anuarul Azizan Chew, to hold office until the conclusion of the next Annual General Meeting at a remuneration to be determined by the Directors.”

(Please refer to the Explanatory Notes)

(Ordinary Resolution 1)






VIZIONE HOLDINGS BERHAD(Company No.: 442371-A)

(Incorporated in Malaysia)


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NOTICE OF ANNUAL GENERAL MEETINGAS SPECIAL BUSINESSTo consider and if thought fit, to pass the following as Ordinary Resolutions:

7. Authority to Issue Shares Pursuant to Sections 75 and 76 of the Companies Act 2016 “THAT, pursuant to Sections 75 and 76 of the Companies Act 2016 and subject to the approvals of the

relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered to issue and allot shares of 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 shall not exceed ten per centum (10%) of the total issued and paid-up share capital of the Company and the Directors be and are also empowered to obtain approval for the listing and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad; and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.”

8. PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

“THAT, subject to the provisions of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, (“Bursa Securities”), the Company and/or its subsidiary companies (“Group”) be and are hereby authorised to enter into and give effect to the recurrent related party transactions of a revenue or trading nature as set out in Section 3.3 of the circular to shareholders of the Company dated 29 September 2017 provided such transactions are:-

THAT the Shareholders’ Mandate is subject to annual renewal and this Shareholders’ Mandate shall only continue to be in force and effect until:-

whichever is earlier; AND THAT the Directors of the Company be and are hereby empowered and authorised to complete and

do all such acts, deeds and things as they may consider expedient or necessary or in the best interest of the Company to give effect to the Shareholders’ Mandate, with full power to assent to any condition, modification, variation and/or amendment (if any) as may be imposed or permitted by the relevant authorities.”

(a) necessary for the day-to-day operations; (b) undertaken in the ordinary course of business and at arm’s length basis and on normal commercial

terms which are not more favourable to the related parties than those generally available to the public; and

(c) not detrimental to the minority shareholders of the Company (“Shareholders’ Mandate”).

(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company at which time it will lapse unless the authority is renewed by a resolution passed at the next AGM;

(b) the expiration of the period within which the next AGM after that date is required to be held

pursuant to Section 340(2) of the Companies Act 2016 (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Companies Act 2016; or

(c) revoked or varied by resolution passed by the shareholders in a general meeting,





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BY ORDER OF THE BOARDVIZIONE HOLDINGS BERHAD

LEE WEE HEE (MAICSA 0773340)WONG YUET CHYN (MAICSA 7047163)Company Secretaries

Kuala Lumpur29 September 2017

Notes:1. A member shall be entitled to be present and to vote at any general meeting of the Company, or at a meeting of any class of the members of the Company on any question either

personally or by proxy. 2. Pursuant to Section 334 of the Companies Act 2016, a member shall be entitled to appoint another person as his proxy to exercise all or any of his rights to attend, participate,

speak and vote in his stead.3. A member may appoint more than two proxies to attend at the same meeting. Where a member appoints two or more proxies, he shall specify the proportion of his shareholding

to be represented by each proxy. 4. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) Securities Account

(“omnibus account”), there shall be no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. 5. The instrument appointing a proxy shall be in writing under the hands of the appointer or of his attorney duly authorised in writing or if such appointer is a corporation under

its common seal, or the hand of its attorney. 6. An instrument appointing a proxy to vote at a meeting shall be deemed to include the power to demand a poll on behalf of the appointer. The instrument appointing a proxy

shall be left at the registered office of the Company at No. 2-1, Jalan Sri Hartamas 8, Sri Hartamas, 50480 Kuala Lumpur, Wilayah Persekutuan (KL) at least forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in such instrument proposes to vote; otherwise the person so named shall not be entitled to vote in respect thereof.

7. In respect of deposited securities, only members whose names appear in the Record of Depositors on 17 October 2017 (General Meeting Record of Depositors) shall be entitled to attend, speak and vote at the extraordinary general meeting.

8. Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out above will be put to vote by way of poll.

Explanatory Notes on Ordinary Business

9. Item 1 of the Agenda

The audited financial statements are laid in accordance with Section 340(1) (a) of the Companies Act 2016 for discussion only under Agenda 1. They do not require shareholders’ approval and hence, will not be put for voting.

10. Item 3 of the Agenda

The Directors’ Benefits comprise of meeting allowance payable to each Non-Executive Director, where applicable, for their attendance of Board and Committee meetings.

NOTICE OF ANNUAL GENERAL MEETING


9. 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 2016.


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Explanatory Notes on Special Business

11. Authority to Issue Shares pursuant to Sections 75 and 76 of the Companies Act 2016

The proposed Ordinary Resolution 6, is proposed for the purpose of granting a renewed general mandate for issuance of shares by the Company under Sections 75 and 76 of the Companies Act 2016. The Ordinary Resolution 6, if passed, will give the Directors of the Company authority to issue ordinary shares in the Company at any time in their absolute discretion without convening a General Meeting. The authorisation, unless revoked or varied by the Company at a General Meeting, will expire at the conclusion of the next AGM of the Company.

As at the date of this Notice, no shares had been issued and allotted since the general mandate granted to the Directors at the last AGM held on 25 October 2016 and this authority will lapse at the conclusion of the 19th AGM of the Company.

The general mandate if granted will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares, for the purpose of funding future investment project(s), working capital and/or acquisition(s).

12. Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of A Revenue or Trading Nature

The proposed Ordinary Resolution 7, if passed, will authorise the Company and/or its subsidiary companies to enter into Recurrent Related Party Transactions of a revenue or trading nature. This authority will, unless revoked or varied by the Company in general meeting, expire at the next AGM of the Company. Please refer to the Circular to Shareholders dated 29 September 2017, which is despatched together with the Company’s Annual Report 2017, for more information.

Statement Accompanying Notice of AGM Pursuant to Paragraph 8.27 of the Main Market Listing Requirements of Bursa Securities (“MMLR”)

1. Details of individuals who are standing for election as Directors (excluding Directors standing for re-election)

No individual is seeking election as a Director at the 19th AGM of the Company.

2. General mandate for issue of securities in accordance with Paragraph 6.03(3) of MMLR

The details of the proposed authority for Directors of the Company to issue shares in the Company pursuant to Sections 75 and 76 of the Companies Act 2016 are set out in Explanatory Note 11 of the Notice of AGM.


Notes:-1. A member shall be entitled to be present and to vote at any general meeting of the Company, or at a meeting of

any class of the members of the Company on any question either personally or by proxy. 2. Pursuant to Section 334 of the Companies Act 2016, a member shall be entitled to appoint another person as his

proxy to exercise all or any of his rights to attend, participate, speak and vote in his stead.3. A member may appoint more than two proxies to attend at the same meeting. Where a member appoints two or

more proxies, he shall specify the proportion of his shareholding to be represented by each proxy. 4. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company

for multiple beneficial owners in one (1) Securities Account (“omnibus account”), there shall be no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

I/We

NRIC No./ Passport No.

NRIC No./ Passport No.

of

of

(NRIC No/Company Registration No./Passport No. )

hereby appoint

of

or failing him

(FULL NAME IN BLOCK LETTERS)



(FULL ADDRESS)

(FULL ADDRESS)

(FULL ADDRESS)

being a member/members of VIZIONE HOLDINGS BERHAD,

or failing him/her, the CHAIRMAN OF THE MEETING as my/our proxy to vote for me/us on my/our behalf at the Nineteenth Annual General Meeting of the Company to be held at Eastin Hotel Kuala Lumpur, 13, Jalan 16/11, Pusat Dagangan Seksyen 16, 46350 Petaling Jaya, Selangor Darul Ehsan on Tuesday, 24 October 2017 at 10.00 a.m., or at any adjournment thereof.

(Please indicate with an “X” in the space provided on how you wish to cast your vote. If you do not do so, the proxy will vote or abstain from voting at his discretion).

Dated this day of 2017.

Signature(s) of member(s)

CDS ACCOUNT NO.

No. OF SHARES HELD

ORDINARY RESOLUTION FOR AGAINST

1. Payment of Directors’ Fees for the period ended 1 January 2014 to 31 May 20152. Payment of Directors’ Fees and Benefits for the financial year ended 31 May 20173. Re-election of Mr Chan Chee Wing4. Re-election of Mr Wong Kwai Wah5. Appointment of Auditors6. Authority to Issue Shares Pursuant to Sections 75 and 76 of the Companies Act 20167. Shareholders’ Mandate For Proposed Recurrent Related Party Transactions of A Revenue or Trading Nature

VIZIONE HOLDINGS BERHAD (442371-A) FORM OF PROXY

5. The instrument appointing a proxy shall be in writing under the hands of the appointer or of his attorney duly authorised in writing or if such appointer is a corporation under its common seal, or the hand of its attorney.

6. An instrument appointing a proxy to vote at a meeting shall be deemed to include the power to demand a poll on behalf of the appointer. The instrument appointing a proxy shall be left at the registered office of the Company at No. 2-1, Jalan Sri Hartamas 8, Sri Hartamas, 50480 Kuala Lumpur, Wilayah Persekutuan (KL) at least forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in such instrument proposes to vote; otherwise the person so named shall not be entitled to vote in respect thereof.

7. In respect of deposited securities, only members whose names appear in the Record of Depositors on 17 October 2017 (General Meeting Record of Depositors) shall be entitled to attend, speak and vote at the extraordinary general meeting.

8. Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out above will be put to vote by way of poll.

Proxies

Proxy 1Proxy 2Total

No. of shares

Proportion of member’s shareholdings to be represented by each proxy

Note: Please use separate sheet for appointment of more than two proxies.100%

The Company SecretariesVizione Holdings Berhad (442371-A)

No. 2-1, Jalan Sri Hartamas 8Sri Hartamas

50480 Kuala LumpurWilayah Persekutuan (KL)

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