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Worldwide Domination

Based in Malaysia, but catering across the Northern Region towards


worldwide expansion. Without a doubt, Chin Well Holdings Berhad
is dominating the world by doing what it does best, supplying and
manufacturing sectors as a committed corporate citizen to support
our economic growth and globalisation. In the cover, it shows that the
world needs Chin Wells products as it is represented as an inner layer
of Earth. Furthermore, the outline of Kuala Lumpur is shown at the
bottom in the cover to signify that our company is based in Malaysia.

CONTENTS

Corporate Information 2 Directors Statement 34

Corporate Structure of the Group 3 Statutory Declaration 34

Notice of Annual General Meeting 4 Independent Auditors Report


35
to the Members
Statement Accompanying
8
Notice of Annual General Meeting Statements of Financial Position 37

Chairmans Statement 9 Statements of Comprehensive Income 38

Directors Profile 11 Consolidated Statement of Changes in Equity 39

Key Management Profile 13 Statement of Changes in Equity 41

Corporate Governance Statement 14 Statements of Cash Flows 42

Additional Compliance Information 23 Notes to the Financial Statements 44

Corporate Social Responsibility Statement 24 Supplementary Information 91

Statement on Risk Management Properties of the Group 92


26
and Internal Control
Analysis of Shareholdings 94
Audit Committee Report 29
Proxy Form 97
Directors Report 31
CORPORATE INFORMATION

Board of Directors Lim Chien Cheng (Chairman, Independent Non-Executive Director)


Tsai Yung Chuan (Managing Director)
Tsai Chang Hsiu-Hsiang (Executive Director)
Tsai Chia Ling (Executive Director)
Ung Peng Joo (Independent Non-Executive Director)
Ong Eng Choon (Independent Non-Executive Director)
Sharmin Fazlina Binti Mohd Shukor (Independent Non-Executive Director)

Audit Committee Ong Eng Choon (Chairman)


Ung Peng Joo (Member)
Lim Chien Cheng (Member)

Remuneration Lim Chien Cheng (Chairman)


Committee Ung Peng Joo (Member)
Tsai Yung Chuan (Member)

Nominating Ung Peng Joo (Chairman)


Committee Ong Eng Choon (Member)
Lim Chien Cheng (Member)

Company Secretaries Principal Bankers

Lee Peng Loon (MACS 01258) Citibank Berhad


Png Chiew Keem (MAICSA 7026443) Hong Leong Bank Berhad
HSBC Bank Malaysia Berhad
Malayan Banking Berhad
Registered Office
United Overseas Bank (Malaysia) Bhd.
Chinatrust Commercial Bank (Ho Chi Minh City Branch)
51-21-A, Menara BHL Bank
Far East National Bank
Jalan Sultan Ahmad Shah
Mega International Commercial Bank Co.,Ltd.
10050 Penang, Malaysia
Vietnam International and Commercial Joint Stock Bank
Tel : (604) 210 8833
Fax : (604) 210 8831
Share Registrar

Business Address Bina Management (M) Sdn. Bhd.


Lot 10, The Highway Centre
No. 1586 Mk 11 Jalan 51/205, 46050 Petaling Jaya
Lorong Perusahaan Utama 1 Selangor Darul Ehsan
Bukit Tengah Industrial Park
Tel : (603) 7784 3922
14000 Bukit Mertajam, Penang
Fax : (603) 7784 1988

Auditors
Stock Exchange Listing
Grant Thornton (AF 0042)
Main Market of Bursa Malaysia Securities Berhad
Chartered Accountants

Solicitors

Ghazi & Lim

2 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


CORPORATE STRUCTURE OF THE GROUP
as at 30 June 2016

and Subsidiaries
(CWHB Group or the Group)

CHIN WELL HOLDINGS BERHAD (CWHB)


(Principal Activity : Investment Holding)

60% 100% 100%


Asia Angel
Fasteners Division Holdings Limited Fasteners Division
40% (a wholly-owned
Chin Well Fasteners subsidiary of CWHB) Chin Well Service
(Vietnam) Co., Ltd. (Principal Activity : Centre Sdn Bhd
(a wholly-owned Investment holding) (a wholly-owned
subsidiary of CWHB) subsidiary of CWHB)
(Principal Activities : (Principal Activities :
Manufacturing of screws, Trading in screws,
nuts, bolts and other nuts, bolts and other
fastening products) fastening products)

100% 100%

Fasteners Division Wire Division

Chin Well Fasteners Chin Herr Industries


Co. Sdn Bhd (M) Sdn Bhd
(a wholly-owned (a wholly-owned
subsidiary of CWHB) subsidiary of CWHB)
(Principal Activities : (Principal Activities :
Manufacturing of screws, Manufacturing of precision
nuts, bolts and other galvanised wire, annealing
fastening products) wire, bright wire, hard drawn
wire, PVC wire, bent round
bar and grill mesh)

WORLDWIDE DOMINATION 3
NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 20th Annual General Meeting (AGM) of Chin Well Holdings Berhad (CWHB or the
Company) will be held at the Conference Room of Chin Well Holdings Berhad at No. 1586, MK. 11, Lorong Perusahaan
Utama 1, Bukit Tengah Industrial Park, 14000 Bukit Mertajam, Penang on Friday, 18 November 2016 at 11.00 a.m., for the
following purposes:-

AGENDA

As Ordinary Business :

1. To receive the Audited Financial Statements for the financial year ended 30 June 2016 together with Please refer
the Reports of the Directors and Auditors thereon. to Note 7

2. To re-elect Mr. Tsai Yung Chuan, a director who retires by rotation in accordance with Article 102(1) of
the Companys Articles of Association and who, being eligible, offers himself for re-election. Resolution 1

3. To re-elect Mr. Lim Chien Cheng, a director who retires by rotation in accordance with Article 102(1) of
the Companys Articles of Association and who, being eligible, offers himself for re-election. Resolution 2

4. To consider and if thought fit, to pass with or without modifications, the following special resolution
pursuant to Section 129(6) of the Companies Act, 1965:-

That Mr. Ung Peng Joo, a director who retires pursuant to Section 129(2) of the Companies Act, 1965
be and is hereby re-appointed as a director of the Company to hold office until the next AGM of the
Company. Resolution 3

5. To approve the payment of Directors Fees for the financial year ended 30 June 2016. Resolution 4

6. To re-appoint Messrs. Grant Thornton as auditors of the Company to hold office until the conclusion of
the next AGM of the Company and to authorise the Directors to fix their remuneration. Resolution 5

As Special Business :

To consider and if thought fit, to pass with or without modifications, the following resolutions as Ordinary
Resolutions:-

7. PROPOSED CONTINUATION OF MR. LIM CHIEN CHENG IN OFFICE AS INDEPENDENT NON-


EXECUTIVE DIRECTOR
That, authority be and is hereby given to Mr. Lim Chien Cheng who has served as an Independent
Non-Executive Director of the Company for a cumulative term of more than 9 years to continue to act
as an Independent Non-Executive Director of the Company and to hold office until the conclusion of
the next AGM of the Company. Resolution 6

8. PROPOSED CONTINUATION OF MR. ONG ENG CHOON IN OFFICE AS INDEPENDENT NON-


EXECUTIVE DIRECTOR
That, authority be and is hereby given to Mr. Ong Eng Choon who has served as an Independent
Non-Executive Director of the Company for a cumulative term of more than 9 years to continue to act
as an Independent Non-Executive Director of the Company and to hold office until the conclusion of
the next AGM of the Company. Resolution 7

9. PROPOSED CONTINUATION OF MR. UNG PENG JOO IN OFFICE AS INDEPENDENT NON-


EXECUTIVE DIRECTOR
That, authority be and is hereby given to Mr. Ung Peng Joo who has served as an Independent Non-
Executive Director of the Company for a cumulative term of more than 9 years to continue to act as
an Independent Non-Executive Director of the Company and to hold office until the conclusion of the
next AGM of the Company. Resolution 8

4 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


NOTICE OF ANNUAL GENERAL MEETING
(Contd)

As Special Business : (Contd)

10. PROPOSED RENEWAL OF GENERAL MANDATE FOR DIRECTORS TO ALLOT AND ISSUE NEW
SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965
That, subject always to the Companies Act, 1965, the Articles of Association of the Company and
the approvals of the relevant government/regulatory authorities, the Directors be and are hereby
authorised, pursuant to Section 132D of the Companies Act, 1965, to allot and issue new shares in
the Company at any time until the conclusion of the next AGM of the Company and upon such
terms and conditions and for such purposes as the Directors may, in their absolute discretion deemed
fit, provided that the aggregate number of shares to be issued does not exceed 10% of the total
issued share capital of the Company for the time being and that the Directors are also empowered
to obtain the approval from Bursa Malaysia Securities Berhad for the listing of and quotation of the
additional shares to be issued. Resolution 9

11. PROPOSED SHARE BUY-BACK OF UP TO 10% OF THE ISSUED AND PAID-UP SHARE CAPITAL
That, subject to the Companies Act, 1965 (the Act), rules and regulations and orders made
pursuant to the Act, the Articles of Association (Articles) of the Company and the Main Market
Listing Requirements (Main LR) of Bursa Malaysia Securities Berhad (Bursa Securities) and any
other relevant authorities, the Directors of the Company be and are hereby authorised to purchase
such number of ordinary shares of RM0.50 each (CWHB Shares) comprised in the Companys issued
and paid-up ordinary share capital as may be determined by the Directors from time to time through
Bursa Securities subject further to the following:-

(i) the aggregate number of CWHB Shares which may be purchased or held by the Company shall
not exceed 10% of the issued and paid-up ordinary share capital of the Company (Proposed
Share Buy-Back), subject to the restriction that the issued and paid-up ordinary share capital
of CWHB does not fall below the minimum share capital requirements of the Main LR of Bursa
Securities that the company continues to maintain a shareholding spread that is in compliance
with the Main LR after the share purchase;

(ii) the maximum funds to be allocated by the Company for the purpose of purchasing the CWHB
Shares under the Proposed Share Buy-Back shall not exceed the retained profits and/or share
premium account of the Company for the time being which stood at RM97,425,133.00 and
RM28,162,800.00 respectively as at 30 June 2016 based on the latest Audited Financial
Statements of CWHB for the financial year ended 30 June 2016;

(iii) the authority conferred by this resolution to facilitate the Proposed Share Buy-Back will commence
immediately upon passing of this ordinary resolution and will continue to be in force until;

i. the conclusion of the next AGM of the Company at which such resolution was passed at
the which time the authority would lapse unless renewed by ordinary resolution, either
unconditionally or conditionally; or

ii. the expiration of the period within the next AGM of the Company after that date is required
by law to be held; or

iii. the authority is revoked or varied by ordinary resolution passed by the shareholders of
the Company in a general meeting, whichever occurs first, but not so as to prejudice the
completion of purchase(s) by the Company of the CWHB Shares before the aforesaid
expiry date and, made in any event, in accordance with the provisions of the guidelines
issued by Bursa Securities and any prevailing laws, rules, regulations, orders, guidelines
and requirements issued by any relevant authorities; and

(iv) upon completion of the purchase(s) of the CWHB Shares by the Company, the Directors of the
Company be and are hereby authorised to retain the CWHB Shares so purchased as treasury
shares, which may be distributed as dividends to shareholders, cancel and/or resold on Bursa
Securities, in the manner as prescribed by the Act, rules, regulations and orders made pursuant to
the Act and the requirements of the Main LR of Bursa Securities and any other relevant authority
for the time being in force,

WORLDWIDE DOMINATION 5
NOTICE OF ANNUAL GENERAL MEETING
(Contd)

As Special Business : (Contd)

11. PROPOSED SHARE BUY-BACK OF UP TO 10% OF THE ISSUED AND PAID-UP SHARE CAPITAL
(CONTD)
And that the Directors of the Company be and are hereby authorised to take all such steps as are
necessary or expedient to implement, finalise, complete or to effect the Proposed Share Buy-Back
with full powers to assent to any conditions, modifications, resolutions, variations and/or amendments
(if any) as may be imposed by the relevant authorities and to do all such acts and things as the said
Directors may deem fit and expedient in the best interest of the Company to give full effect to and to
complete the purchase of CWHB Shares. Resolution 10

12. To transact any other business of which due notice shall have been given in accordance with the
Companys Articles of Association and the Companies Act, 1965.

FUTHER NOTICE IS HEREBY GIVEN THAT for the purpose of determining a member who shall be entitled to attend the 20th
AGM, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd. to issue a General Meeting Record of Depositors
as at 11 November 2016. Only a depositor whose name appears on the Record of Depositors as at 11 November 2016 shall
be entitled to attend the said AGM or appoint proxies to attend and/vote on his/her behalf.

By Order of the Board,


LEE PENG LOON (MACS 01258)
PNG CHIEW KEEM (MAICSA 7026443)
Company Secretaries

Penang
Date : 25 October 2016

NOTES ON APPOINTMENT OF PROXY

1. A proxy may but need not be a member of the Company.

2. For a proxy to be valid, the Proxy Form duly completed, must be deposited at the registered office of the Company,
51-21-A Menara BHL Bank, Jalan Sultan Ahmad Shah, 10050 Penang not less than forty-eight (48) hours before the time
appointed for holding the meeting.

3. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting.

4. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions
of his shareholdings to be represented by each proxy.

5. Where a member is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial
owners in one securities account (omnibus account) there is no limit to the number of proxies which the Exempt
Authorised Nominee may appoint in respect of each omnibus account it holds.

6. If the appointer is a corporation, the Proxy Form must be executed under the corporations Common Seal or under the
hand of an officer or attorney duly authorised.

EXPLANATORY NOTE ON ORDINARY BUSINESS

7. The Agenda 1 is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 does not
require a formal approval of shareholders of the Company. Hence, the Agenda 1 is not put forward for voting.

6 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


NOTICE OF ANNUAL GENERAL MEETING
(Contd)

EXPLANATORY NOTES ON SPECIAL BUSINESS

8. The Resolutions 6 to 8, are to seek approval for the existing independent non-executive directors who had served more
than 9 years to be retained and continue to act as independent directors to fulfill the requirements of paragraph 15.02
of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and to be in line with the recommendation
3.3 of the Malaysian Code of Corporate Governance 2012. The details of justifications are set out in the Companys 2016
Annual Report.

9. The Resolution 9, is to seek a renewal of the general mandate for the Directors of the Company to allot and issue shares
in the Company up to an amount not exceeding 10% of the total issued capital of the Company for the time being for
such purposes as the Directors consider will be in the best interest of the Company. This mandate, unless revoked or
varied by the shareholders of the Company in general meeting will expire at the conclusion of the next AGM of the
Company.

As at the date of this notice, no new shares has been issued pursuant to the general mandate granted at the last AGM
held on 26 November 2015.

The general mandate for issuance of shares 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, working capital and/
or acquisition.

10. The Resolution 10, is to seek approval for the Directors of the Company to purchase the Companys shares up to 10% of
the issued and paid-up share capital of the Company. This mandate, unless revoked or varied by the shareholders of the
Company in general meeting, will expire at the conclusion of the next AGM of the Company. Further information on the
Proposed Share Buy-Back is set out in the Circular to Shareholders dated 25 October 2016, dispatched together with
the Companys 2016 Annual Report.

2016 ANNUAL REPORT

The 2016 Annual Report is in CD-ROM format. Printed copy of the Annual Report shall be provided to the shareholder
upon request within four (4) market days from the date of receipt of the verbal or written request.

Shareholders who wish to receive the printed Annual Report and who require assistance in viewing the CD-ROM, kindly
contact Ms. Lye Chooi Kuan at telephone no. 04-5075858 ext: 205 or email your request to acc@chinwell.com.my

WORLDWIDE DOMINATION 7
Statement Accompanying
Notice of Annual General Meeting
(pursuant to paragraph 8.27(2) of main market listing requirements of bursa securities)

ELECTION OF DIRECTORS
No individuals are standing for election as Directors at the forthcoming 20th Annual General Meeting of the Company.

GENERAL MANDATE FOR ISSUANCE OF SHARES


The Resolution 9 tabled under Special Business as per the Notice of 20th Annual General Meeting of the Company dated 25
October 2016 is a renewal of general mandate pursuant to Section 132D of the Companies Act, 1965 granted by shareholders
of the Company at the last Annual General Meeting held on 26 November 2015.

The proposed renewal of general mandate for issuance of shares pursuant to Section 132D of the Companies Act, 1965 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, working capital and/or acquisition.

As at the date of notice of meeting, no new shares has been issued pursuant to the general mandate granted at the last
Annual General Meeting of the Company.

8 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


CHAIRMANS STATEMENT

Dear Shareholders,
On behalf of the Board of Directors, I am delighted to present to you the
Annual Report and the audited financial statements of Chin Well Holdings
Berhad (Chin Well or the Group) for the financial year ended 30 June 2016
(FY2016).

Despite the arduous economic circumstances of the past year, we are very pleased to report that Chin Well continued to
cultivate and grow our business in FY2016 to a greater height.

The year under review presented another challenging time for the Group, as global growth continued to face choppy
commodity prices and major economies such as United States of America (USA) and Europe exhibited weak growth. The
slower consumption and manufacturing data from China further dampened the already-depressed global growth, adversely
affecting consumer and corporate sentiment.

Domestically, the Malaysian Ringgit (MYR) saw heightened volatility against other major international currencies including the
US Dollar (USD) and Euro (EUR) on the back of sharp decline in oil prices. Malaysia managed to preserve a 5.0% growth in
Gross Domestic Product (GDP) in 2015, a notable drop from 6.0% recorded in the previous year.

Adding to these global macroeconomic challenges, the international fastener sector which Chin Well is in also noted a
significant change in its operating landscape.

In February 2016, the European Union Commission repealed the Anti-Dumping Duties imposed on imports of China-made
fasteners into Europe with immediate effect. While this ruling applied only to a limited range of products also manufactured
by Chin Well (i.e. bolts), the Group overcame this challenge by maintaining close relationships with our European customers
and by leveraging on our longstanding record of producing consistent product quality and reliable delivery.

In all, in the face of these drawbacks, we managed to grow from strength to strength, delivering commendable growth and
returns to our shareholders.

FY2016 Financial Performance


Chin Well achieved a 1.1% higher revenue of RM508.1 million in FY2016 versus RM502.4 million a year ago. The record
performance is attributed to sturdier domestic sales which alleviated the slowing and lacklustre sales in Europe.

Although revenue from Europe tapered to RM261.9 million from RM279.9 million previously, the Eurozone remained the
largest contributor to group revenue in the year under review at 51.5%.

On the other hand, revenue from Malaysia surged 36.9% to RM150.9 million in FY2016, accounting for 29.7% of the total
group revenue. The revenue growth was mainly attributed to higher sales from trading of steel bars and stronger sales of
downstream wire products.

Cumulatively, the Group achieved a commendable net profit attributable to shareholders of RM63.4 million against RM40.7
million last year. This was boosted by the product mix, foreign exchange gain, and consolidated net profits from Chin Well
Fasteners (Vietnam) Co. Ltd for FY2016, versus a five-month full contribution in the previous year.

The Groups balance sheet as at 30 June 2016 continued to be reinforced with total cash and bank balances growing to
RM133.0 million from RM55.2 million previously. Total borrowings amounting to RM60.3 million are made up of only trade-
related short term borrowings.

The stronger cash flows coupled with higher retained earnings brought shareholders equity to rise 10.7% to RM495.7 million
as opposed to RM448.0 million in FY2015. All in all, Chin Well maintained its net cash position in accordance with the Groups
prudent financial policy.

WORLDWIDE DOMINATION 9
CHAIRMANS STATEMENT
(Contd)

Dividends
The Group had established a dividend policy of distributing at least 40% of group net profit to shareholders since the financial
year ended 30 June 2014.

In FY2016, Chin Well declared and paid total dividends amounting to 8.50 sen per share, through two interim single-tier
dividends of 4.00 sen and 4.50 sen respectively. The total dividend payout of RM25.5 million constituted 40.2% of group net
profit, in line with the Groups dividend policy.

Forward Strategies
The global economy moving forward is expected to be more challenging as the price of commodities continue to be uncertain
in the face of lacklustre growth in advanced economies. The International Monetary Fund has revised global growth forecasts
downwards to 3.4% compared to the earlier forecast of 3.5% for 2017.

On the domestic front, the World Bank projected that the Malaysian economy will expand 4.5% in 2017, compared to a slower
growth of 4.4% forecasted for 2016.

Going forward, the Group will endeavour to continue our growth momentum, building on our foundation thus far.

Firstly, we will continue to bank on our home-ground advantage in Malaysia, where we are favourably positioned in terms of
pricing and geographical coverage, allowing us to further expand our market reach domestically. We also hope to ride on the
infrastructure boom in Malaysia, in line with the rollout of construction projects in the future.

Secondly, we will continue to engage with European and other overseas customers to maintain our global market share and
competitiveness. Specifically, we aim for higher sales to existing Do-It-Yourself retailers in Europe and USA, whilst also seeking
more of such customers in other regions.

Thirdly, we intend to grow our foothold in the wire products segment. We will continue to expand our wire product customers,
and introduce a new product range related to chicken wire mesh, in order to increase our current product offerings comprising
gabion, fences and galvanised wire.

The financial year ending 30 June 2017 will definitely be both exciting and challenging to us. We will focus on increasing our
competitive edge by being efficient and by having a wide range of products so that we will be a one-stop supplier to our
customers.

Appreciation
I wish to take this opportunity to extend my gratitude to the Board of Directors and the management team and to our valued
employees for their relentless efforts and resolve which have resulted in our commendable achievements for FY2016.

Lastly, to our customers, business associates and shareholders, we wish to thank you for your votes of confidence and we look
forward to your continuous support in the coming year.

Thank you.

Lim Chien Cheng


Chairman

10 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


DIRECTORS PROFILE

LIM CHIEN CHENG (Independent Non-Executive Chairman, Aged 63, Male, Malaysian)

He was appointed to the Board of CWHB on 2 March 1999 and subsequently on 24 February 2011, he was appointed as the
Independent Non-Executive Chairman of the Company. He is also the Chairman of Remuneration Committee, a member of
the Audit Committee and a member of Nominating Committee. He graduated from Universiti Sains Malaysia in 1976 with a
Bachelor of Social Science (Hons.) Degree majoring in Politics. Subsequently, he pursued a law degree and graduated from
Kings College, University of London in 1979 with a Bachelor of Law (LLB. Hons.). He was called to the English Bar in 1980 and
the Malaysian Bar in 1981. He is a member of the Lincolns Inn. He has been practicing as an Advocate & Solicitor in Malaysia
since 1981 and is a Partner in a legal firm with offices in Penang, Seberang Jaya and Kuala Lumpur.

He does not have any directorship in other public companies.

UNG PENG JOO (Independent Non-Executive Director, Aged 70, Male, Malaysian)

He was appointed to the Board of CWHB on 2 March 1999. He is the Chairman of Nominating Committee and a member of
Remuneration Committee and Audit Committee. He is a tax consultant by profession and a fellow of the Malaysian Institute of
Taxation. He started his taxation career with the Inland Revenue Board and served as a senior officer for several years before
joining Arthur Andersen Tax Services in 1984. He was the head of the tax and business advisory practice in Penang and Alor
Setar, holding the position of Executive Director. He left Arthur Andersen in June 1995 and commenced professional taxation
advisory practice with Taxnet Consultants Sdn Bhd until 2009. Currently, he serves as honorary tax advisor to a few large
organizations and high net worth individuals.

He does not have any directorship in other public companies.

ONG ENG CHOON (Independent Non-Executive Director, Aged 64, Male, Malaysian)

He was appointed to the Board of CWHB on 27 December 1995. He is the Chairman of Audit Committee and a member
of Nominating Committee. He graduated from Tunku Abdul Rahman College, Kuala Lumpur with a Diploma in Business
Administration and has 40 years of working experience in the field of taxation. He spent 3 years with the Inland Revenue
Department and 10 years with one of the top 4 accounting firms before he was appointed the Managing Director of Taxnet
Consultants Sdn. Bhd. Currently, he is the Executive Director of BDO Tax Services Sdn. Bhd. He is a Chartered Accountant
(Malaysia), a Fellow Member of the Chartered Association of Certified Accountants, an Associate Member of the Institute of
Chartered Secretaries and Administrators and a Fellow Member of the Chartered Tax Institute of Malaysia.

He is also an Independent Non-Executive Director of Public Packages Holdings Berhad.

TSAI YUNG CHUAN (Managing Director, Aged 59, Male, Taiwanese)

He was appointed to the Board of Chin Well Holdings Berhad (CWHB) on 2 March 1999. He is also a member of Remuneration
Committee. He is one of the founders of CWHB Group. He graduated with a Certificate in Electrical Engineering from Lienho
Junior College of Technology in Taiwan in 1975. He started his career as a General Manager by joining his family business,
Jinn Her Enterprise Co. Ltd., a factory manufacturing fasteners in 1980. He then initiated the business expansion into Malaysia
when he visited this country in 1988.

He does not have any directorship in other public companies.

WORLDWIDE DOMINATION 11
DIRECTORS PROFILE
(Contd)

TSAI CHANG HSIU-HSIANG (Executive Director, Aged 59, Female, Taiwanese)

She was appointed to the Board of CWHB on 2 March 1999. After her graduation, she joined the family business, Jinn Her
Enterprise Co. Ltd. in 1980, of which she was in-charge of the financial affairs of company. She came to Malaysia in 1989 and
helped to form Chin Well Fasteners Co. Sdn. Bhd. She is currently in charge of the financial affairs of CWHB Group.

She does not have any directorship in other public companies.

TSAI CHIA LING (Executive Director, Aged 37, Female, Taiwanese)

She was appointed to the Board of CWHB on 7 March 2005. She graduated from National Cheng Kung University in 2001 with
a Bachelor of Business Administration Degree. She started her career as a Management Trainee with Gem-Year Industrial Co.
Ltd. (China) before she joined Chin Well Fasteners Co. Sdn. Bhd. as a Marketing Executive in 2003.

She is also a Non-Independent Non-Executive Director of Tambun Indah Land Berhad.

SHARMIN FAZLINA
(Independent Non-Executive Director, Aged 37, Female, Malaysian)
BINTI MOHD SHUKOR

She was appointed to the Board of CWHB on 1 October 2014. She holds a Bachelor of Laws (Honours) degree from Brunel
University, United Kingdom and the Certificate of Legal Practice from the Legal Qualifying Board of Malaysia. She was admitted
to the High Court of Malaya in 2004.

She began her career with Skrine and later joined Zaid Ibrahim & Co. She was named by the Islamic Finance News Awards
2012 as one of the leading lawyers in the corporate and commercial area of legal practice in 2012. Currently, she is a partner
of a legal practice in Kuala Lumpur.

She also advises on general matters relating to corporate and commercial law and has been actively involved in various legal
due diligence exercises.

She does not have any directorship in other public companies.

12 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


KEY MANAGEMENT PROFILE

TSAI CHENG HSUN (General Director Vietnam Operation, Aged 35, Male, Taiwanese)

He graduated from National Taiwan University with Bachelor of Business Administration in 2003 and received his Master
degree of Business (Public Relations) from the Queensland University of Technology in 2013. He has more than 13 years
experience in fasteners related field. He joined Chin Well Fasteners (Vietnam) Ltd (CWFV) since its inception and has played a
pivotal role in various aspect of the management. He was appointed as the General Director of CWFV on 13 June 2013 and
he is currently overseeing the entire operation of CWFV.

He does not have any directorship in CWHB and other public companies.

TSAI CHIA WEN (Marketing Manager Vietnam Operation, Aged 26, Female, Taiwanese)

She obtained her Bachelor degree of Business Administration from Arizona State University in 2011. She started her career in
CWFV as a purchaser after her graduation. Subsequently, she was transferred to the marketing department and promoted to
head the department in 2013.

She does not have any directorship in CWHB and other public companies.

CHIU CHIH TSUNG (Vice President Vietnam Operation, Aged 49, Male, Taiwanese)

He graduated with a Bachelor degree of Mechanical Engineering from Lan Yang Institute of Technology, Taiwan in year 1987.
He has been involved in fasteners related business for more than 25 years and has extensive experience in quality control and
production management. Prior to joining CWFV, he was attached to several well known fasteners manufacturers in Taiwan.
He holds the position of Vice President in CWFV since 1 August 2014 where he is primarily responsible for the production
management of the Vietnam operation.

He does not have any directorship in CWHB and other public companies.

CHU KIM TIEK (General Manager Wire division, Aged 50, Male, Malaysian)

He completed his STPM qualification in Chung Ling High School, Penang in 1986. He has more than 30 years experience
mainly focused in sales and marketing. He joined the Group 24 years ago, as an International Sales Representative in the
Fasteners division in 1992. Two years later, he was transferred to the Wire division and involved in the sales and marketing
activities. He holds the position of General Manager in the Wire division since 1 June 2008 and his key responsibilities are
leading the management planning and overseeing the operations of the Wire division.

He does not have any directorship in CWHB and other public companies.

Notes:

N1) Tsai Yung Chuan is the major shareholder of CWHB.


N2) Family relationships amongst the Directors, Key Management and/or major shareholder of CWHB:-

a) Tsai Chang Hsiu-Hsiang is the spouse of Tsai Yung Chuan;


b) Tsai Cheng Hsun is the son of Tsai Yung Chuan and Tsai Chang Hsiu-Hsiang.
c) Tsai Chia Ling and Tsai Chia Wen are the daughters of Tsai Yung Chuan and Tsai Chang Hsiu-Hsiang.

N3) None of the Directors and Key Management has any conflict of interest with the Group.
N4) None of the Directors and Key Management has been convicted for offences within the past 5 years or any public
sanctions or penalty imposed by the regulatory bodies during the financial year other than traffic offences.

WORLDWIDE DOMINATION 13
CORPORATE GOVERNANCE STATEMENT

The Board of Directors (the Board) fully recognised the importance of adopting high standards of corporate governance
within the Group. The Board views corporate governance as synonymous with three key concepts namely transparency,
accountability as well as corporate performance. It is believed that a sound corporate governance structure is vital for
sustainability as well as business growth.

The Board is pleased to provide the following statement which outlines the Groups corporate governance practices with
reference to the recommended principles set out in the Malaysian Code of Corporate Governance 2012 (MCCG 2012)
throughout the financial year ended 30 June 2016. Through this statement, the Board reaffirms its commitment in so far as it
is practicable in upholding the highest standard of corporate governance is practiced throughout the Group.

This statement is made in compliance with Paragraph 15.25 of the Main Market Listing Requirements (MMLR) of Bursa Malaysia
Securities Berhad (Bursa Securities).

PRINCIPLE 1 CLEAR ROLES AND RESPONSIBILITIES


Board Charter

As part of governance process, the Board had formalized and adopted the Board Charter which forms an integral part to
guide the conduct of the Board. The Board Charter outlines amongst others, the roles and responsibilities of the Board as a
whole, Directors and Board Committees, remunerations policies, shareholders and investor relations.

Key matters which are reserved for the Board include but not limited to direction and strategy setting, structure and capital,
financial reporting, risk management and internal controls, capital investment, communications to shareholders, appointment
of Board members and other relevant parties, remuneration, delegation of authority and corporate governance. The Board
will review the Board Charter when necessary to ensure their relevance and compliance.

A copy of the Board Charter is available in the Companys web-site (www.chinwell.com.my)

Roles and Responsibilities of the Board

The Board, currently consists of seven (7) members; comprising three (3) Executive Directors and four (4) Independent Non-
Executive Directors. The Directors, with their different background and specialisation, collectively bring with them a wide
range of experience and expertise in areas such as finance, corporate affairs, marketing and operations. A brief profile of each
Director is presented on pages 11 to 12 of this Annual Report.

The responsibilities of the Board amongst others, include the following:-

a) Overseeing the performance of the Management and business operation;


b) Overseeing the Group policies and operating procedures and delegates it to the Group Management to implement;
c) Formalising and commit to a Code of Conduct and Ethics and ensure its compliance;
d) Overseeing the risk management framework with the assistance from Internal Auditors;
e) Overseeing the adequacy of the Groups internal control system with assistance from the Audit Committee and Internal
Auditors;
f) Overseeing the Group business operation in compliance with all relevant law and regulatory obligations;
g) Approving the Group major capital expenditure and acquisitions/divestments;
h) Approving financial report to relevant regulatory;
i) Approving and determine dividend payments; and
j) Reviewing the Companys Corporate Disclosure Policy/Investor Relation Policy.

The Board meets on a quarterly basis and additionally as required. The Board reviews, amongst others, the performance of the
Group, internal audit report, risk management and other compliance reports and approve the quarterly results of the Group.
The Board tracks the performance of the Group against its annual budget for each financial year to ensure the business is
being effectively managed. The Board will be briefed by the Group Managing Director on the business performance of the
group, prospect as well as its challenges.

The position of Chairman and Managing Director are held by two (2) different individual directors to ensure clear division of
responsibilities and a balance of authority and power in the Company.

The Independent Non-Executive Directors bring independent judgment to the decision making of the Board and provide a
capable check and balance for governance and controls.

14 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


CORPORATE GOVERNANCE STATEMENT
(Contd)

PRINCIPLE 1 CLEAR ROLES AND RESPONSIBILITIES (CONTD)


Roles and Responsibilities of the Board (Contd)

The Chairman of the Company is an independent non-executive member of the Board and is responsible for leading the
Board to ensure its effectiveness, ensuring effective communications with shareholders and relevant stakeholders and for
orderly conducts of meetings. Whilst, the Managing Director formulates and develops the Groups strategies and policies.

The Managing Director is also responsible for the day-to-day management of the business and operations of the Group in
respect of both its regulatory and commercial functions. He is supported by the Executive Directors and Management who
are responsible for implementing of policies and decisions of the Board and are accountable for the conduct and performance
of the businesses.

Ethical Standards through Code of Conducts and Ethics

The Board had formalized and adopted the Code of Conducts and Ethics which outlines the business conducts and practices
in the Group which is applicable to all directors, employees and any other persons who represent the Group in executing their
duties and functions of the Group.

The Whistleblowing policy is in place with the objective to provide a channel for all employees and stakeholders to report in
good faith about alleged unethical behavior, actual or suspected improprieties within the business conducts of the Group and
about business improvement opportunities whilst keeping the identity of the whistleblower confidential. The ethical concerns
raised from the employees or stakeholders will be emailed directly to the Chairman of the Audit Committee. This policy is
expected to improve the overall organizational effectiveness and enhance corporate governance practices across the Group.

A copy of the Code of Conducts and Ethics and Whistleblowing policy are available in the Companys web-site (www.chinwell.
com.my).

Strategies promoting sustainability

The Board believes the benefits of good corporate governance practices will contribute towards better corporate performance,
long term growth and sustainability of the Group. The Groups sustainability strategies towards environmental, community and
social are set out in the Corporate Social Responsibility Statement of this Annual Report.

Company Secretaries

The Company Secretaries are responsible for the secretarial function of the Company. The Company Secretaries issue notice
of meetings after the agendas are firmed by the Management and shall attend meetings of the Board, Board Committees and
shareholders to record the proceedings of such meetings. The Company Secretaries also ensures the minutes and statutory
records of the Company are properly updated and maintained at the registered office of the Company.

Every member of the Board is provided with the CWHB Corporate Calendar that has details of compliance issues, closed
periods, meeting schedules and events. The Directors are also regularly updated on circulars received from Bursa Securities
as well as amendments or changes to the MMLR which are relevant to the Company.

All the Company Secretaries are qualified to act as company secretaries under Section 139A of the Companies Act, 1965 and
they regularly attend continuous development programmes and structural seminars conducted by various professional bodies
including the programmes organised by Bursa Securities.

Supply of Information

The Board is provided with the agenda and board papers at least 7 days prior to meeting of Directors to enable them to
participate actively in the meetings. All the directors will have full access to the information of the Company and are entitled to
obtain full disclosure by the management and advice or services from the Company Secretaries or independent professionals
on matters that will be put forward to the Board for decision making and to discharge their responsibilities.

WORLDWIDE DOMINATION 15
CORPORATE GOVERNANCE STATEMENT
(Contd)

PRINCIPLE 2 STRENGTHEN COMPOSITION


The Board, in discharging its fiduciary duties, is assisted by the following Board Committees:-

Nominating Committee

The Board had established a Nominating Committee comprising wholly independent directors and the present members are
as follows:-

Name Designation Directorate


Ung Peng Joo Chairman Independent Non-Executive
Ong Eng Choon Member Independent Non-Executive
Lim Chien Cheng Member Independent Non-Executive

The Nominating Committee applies a set of criteria by way of questionnaires to evaluate the performance of individual
directors, Board as a whole, each Board Committee and review their performance annually. The criteria used, amongst others,
for the annual assessment of individual Director includes an assessment on their roles, duties, responsibilities and contribution
to interaction during the meeting, whereas for the Board and Board Committees, the criteria used include composition,
structure, expertise and responsibility in companys strategy, human capital and management reporting. The criteria were
set with the objective to examine the effectiveness of the Board and the Board Committees and these criteria are subject
to review whenever required. The result of the assessment was used as part of the basis for the recommendation of the re-
election and re-appointment of directors at the forthcoming Annual General Meeting.

The Nominating Committee is responsible for assessing the candidate(s) for directorship and Board Committee membership
through a formal and transparent selection process. The Committee will source the suitable candidates through the
recommendation from other Board members or shareholders. New appointees will be considered and evaluated by the
Nominating Committee after taking into consideration the mix of skills, competencies, experiences and other qualities which
are relevant to the business of the Group. The Nominating Committee will also consider other factors such as the level of
independence of the candidates for the appointment of independent director. The Nominating Committee will then submit
their recommendation to the Board for decision. The Company Secretary will then ensure that all appointments are properly
made, all necessary information is obtained, as well as all legal and regulatory obligations are met.

The Nominating Committee and the Board does not set any target on gender diversity policy in the composition of the Board.
The Company will provide equal opportunity to candidates with merits. Currently, 3 out of 7 Directors of the Company are
females. The Boards ethnicity composition is 14% Malay and 86% Chinese.

The Nominating Committee is also responsible to recommend the re-election of directors due for rotation retirement under
the Articles of Association of the Company and to review the re-appointment of director who has reached the age of 70 and
above.

In accordance with the Companys Articles of Association, any additional Director appointed shall hold office only until the
next following Annual General Meeting and shall then be eligible for re-election. The Articles of Association also provide that
at least one-third (1/3) of the remaining Directors be subject to re-election by rotation at each Annual General Meeting and all
the Directors shall retire from office once at least in each three (3) years but shall be eligible for re-election.

Directors who aged 70 years and above are required to submit themselves for re-appointment annually in accordance with
Section 129 (2) of the Companies Act, 1965.

The Nominating Committee met once during the financial year ended 30 June 2016 with full members being present. The
activities of the Nominating Committee were summarised as follows:-

a) Reviewed and assessed the composition of the Board and Board Committees
b) Reviewed and assessed the contributions of individual Directors
c) Reviewed and assessed the Directors due for retirement by rotation
d) Reviewed and assessed the Independent Directors whose tenure were more than 9 years
e) Reviewed and assessed the Director aged 70 years due for re-appointment

In respect of the above assessments for the financial year ended 30 June 2016, the Board was satisfied that the current
composition of the Board Committee and its directors have the necessary mix of skill, experience, independency and other
necessary qualities to serve effectively.

16 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


CORPORATE GOVERNANCE STATEMENT
(Contd)

PRINCIPLE 2 STRENGTHEN COMPOSITION (CONTD)


Remuneration Committee

The Board had established a Remuneration Committee comprising majority of non-executive directors and the present
members are as follows:-

Name Designation Directorate


Lim Chien Cheng Chairman Independent Non-Executive
Ung Peng Joo Member Independent Non-Executive
Tsai Yung Chuan Member Non-Independent Executive

The Remuneration Committee is responsible to recommend to the Board the remuneration package, rewards and other
benefits of Executive Directors. The Director Remuneration Policy is available in the Board Charter. Nevertheless, the
remuneration of Non-Executive Directors is a matter of the Board as a whole and the respective Director is required to abstain
from deliberation and voting on decisions in respect of his/her individual remuneration. All Directors fees must be approved
by the shareholders at the Annual General Meeting.

The Remuneration Committee meets whenever necessary. For the financial year ended 30 June 2016, the Remuneration
Committee had held one meeting with full attendance. The Remuneration Committee believes that fair remuneration is
important to attract, retain and motivate the directors. In making recommendations to the Board, appropriate survey data on
the remuneration practices of comparable companies are taken into consideration in determining the remuneration packages
of the directors. This is to ensure that the directors remuneration package is competitive with the prevailing market rate of
the same industry.

Details of Directors Remuneration

The aggregate remuneration of the Directors during the financial year is presented in the table below:-

Company Level Group Level


Non Non
Executive Executive Executive Executive
Directors Directors Total Directors Directors Total
RM RM RM RM RM RM
Directors salary,
bonus & allowance 2,800 3,400 6,200 2,993,897 3,400 2,997,297

Employee Provident Fund 255,804 255,804

Directors fee 90,000 120,000 210,000 90,000 120,000 210,000

Benefit in kind 11,150 11,150



TOTAL 92,800 123,400 216,200 3,350,851 123,400 3,474,251

WORLDWIDE DOMINATION 17
CORPORATE GOVERNANCE STATEMENT
(Contd)

PRINCIPLE 2 STRENGTHEN COMPOSITION (CONTD)


Details of Directors Remuneration (Contd)

The numbers of Directors whose remuneration fall within the following bands are:-

Company Level Group Level


Executive Non Executive Executive Non Executive
Remuneration bands Directors Directors Directors Directors
Below RM50,000 3 4 4
RM50,001 to RM100,000
RM450,001 to RM500,000
RM550,001 to RM,600,000 1
RM1,050,001 to RM1,100,000 1
RM1,700,001 to RM1,750,000 1

PRINCIPLE 3 REINFORCE INDEPENDENCE


The concept of independence adopted by the Board is in tandem with the definition of Independent Director in Paragraph
1.01 of the MMLR of Bursa Securities. The key elements for fulfilling the criteria are the appointment of an Independent
Director who is not a member of management (a Non-Executive Director) and who is free from any relationship which could
interfere with the exercise of independent judgment or the ability to act in the best interests of the Company.

The Board complies with Paragraph 15.02 of the MMLR of Bursa Securities which requires at least two (2) Directors or one-third
(1/3) of the Board, whichever is the higher, are Independent Directors. The current Board comprises four (4) Independent Non-
Executive Directors and this reflects a strong independence element on its composition. The Independent Non-Executive
Directors bring to bear objective and independent judgment to the decision making of the Board and provide a capable check
and balance for the Executive Directors.

The assessment of independence of the Independent Directors is carried out upon their appointment. From the date the
Independent Directors were appointed, they had provided an undertaking to Bursa Securities confirming and declaring
that they are independent directors as defined under Paragraph 1.01 of the MMLR of Bursa Securities. In addition, the
Independent Directors are required to carry out a self assessment on annual basis that they are free of any significant business
or other relationships which could interfere with the exercise of independent judgment and able to act in the best interests
of the Company and ensure shareholders interests are given priority in the event of a conflict of interest. The Nominating
Committee had reviewed the performance of the said Independent Directors during the financial year and is satisfied that
they have been able to discharge their responsibilities in an independent manner where they actively participated at board
meetings and provided constructive feedback that benefited the stakeholders of the Company.

On the option of the recommendation of the MCCG 2012 to set the tenure of an independent director at 9 years or to seek
shareholders approval to retain an independent director who had served in that capacity for more than 9 years, the Board
is presently of the view that there are significant advantages to be gained from the long-serving Directors who possess
tremendous insight and knowledge of the Companys businesses and affairs. In addition, the ability of a Director to serve
effectively as an Independent Director is very much dependent on his caliber and personal integrity and objectivity, and
has no real connection to his tenure as an Independent Director. The Board had deliberated and satisfied that the three
(3) Independent Non-Executive Directors who had served the Company for more than 9 years, are free from any business
dealing or relationships with the Group which could reasonably be perceived to materially interfere with the exercise of their
independent judgment.

Hence, the Board recommends the existing directorate of the three (3) Independent Non-Executive Directors to remain
unchanged but subject to shareholders approval at the forthcoming Annual General Meeting of the Company.

The Chairman of the Company is a non-executive member of the Board. There is a clear division between the role of the non-
executive Chairman and the Managing Director of the Company who are not related to each other as set out in Principle 1 of
this statement.

18 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


CORPORATE GOVERNANCE STATEMENT
(Contd)

PRINCIPLE 4 FOSTER COMMITMENT


Time Commitment

The Board ordinarily meets at least five (5) times a year at quarterly intervals with additional meetings convened when urgent
and important decisions need to be made between the scheduled meetings. The Board receives documents on matters
requiring its consideration at least 7 days in advance of each meeting. The Board papers are comprehensive and encompass
both quantitative and qualitative factors so that informed decisions are made. All proceedings from the Board meetings are
minuted and signed by the Chairman of the meeting.

The Board met five (5) times during the financial year ended 30 June 2016. The details of each Directors attendances at Board
meetings are as follows:-

Name of Directors Number of Board Meetings Attended


Tsai Yung Chuan 5/5 meetings
Tsai Chang Hsiu-Hsiang 5/5 meetings
Lim Chien Cheng 5/5 meetings
Ong Eng Choon 3/5 meetings
Ung Peng Joo 5/5 meetings
Tsai Chia Ling 4/5 meetings
Sharmin Fazlina Binti Mohd Shukor 4/5 meetings

In line with the MMLR, the existing Directors do not hold more than five (5) directorships in public listed companies, thus
enable them to carry out their duties for the tenure of their appointments with the Company.

To facilitate the Directors time planning, an annual meeting calendar is discussed and circulated to them before the beginning
of every financial year. It provides the scheduled dates for meetings of the Board and Board Committees, as well as the Annual
General Meeting.

The Nominating Committee shall, review and assess amongst others, the candidate proposed for new directorship whether he
is able to spend sufficient time to carry out his duties adequately prior to their recommendations to the Board for appointment
as a board member of the Company. For existing Director who accepts new directorship in other public listed company, he
is to notify the Chairman and the Managing Director of his new board representation and to assure the Board that he will not
compromised his ability to carry out his duties as a Director of the Company.

Despite some of the Directors having multiple board representations, the Board is satisfied with the level of time commitment
given by these directors towards fulfilling their roles and responsibilities as Directors of the Company.

Directors Trainings

All Directors have attended the Mandatory Accreditation Programme prescribed by Bursa Securities. The Board encourages its
members to attend structured trainings to keep themselves abreast with the regulatory and industry development. However,
all the Directors are to evaluate their own training needs on a continuous basis and to attend workshops, seminars and other
training programmes that would enable them to enhance their knowledge and contribution to the Board.

WORLDWIDE DOMINATION 19
CORPORATE GOVERNANCE STATEMENT
(Contd)

PRINCIPLE 4 FOSTER COMMITMENT (CONTD)


Directors Trainings (Contd)

Training programmes and workshop attended by the Directors during the financial year are as follows:-

Director Training Programme


Ong Eng Choon BDO Asia Pacific Regional Conference
Transitioning Existing Business in Compliance Bill 2015
GST Custom Procedures for Manufacturing Companies
Reinvestment Allowance-Understanding Sch 7A ITA 1967
Seminar Percukaian Kebangsaan 2015
Tsai Chia Ling Briefing on the New Revision of the ISO9001 & ISO14000 Standard
Sharmin Fazlina Binti Mohd Shukor The Boards Response in Light of Rising Shareholder Engagements

Save as disclosed above, the other Directors did not participate in any structured trainings during the financial year as they
opined that their business meetings and interaction with various business parties and other directorships sufficiently served
them in discharging their duties on the Board.

PRINCIPLE 5 UPHOLD INTEGRITY IN FINANCIAL REPORTING


Financial Reporting

The Board aims to provide and present a balanced and meaningful assessment of the Groups financial performance and
prospects at the end of the financial year, primarily through the annual financial statements and quarterly announcement of
results to shareholders as well as the Chairmans statement in the Annual Report. The Board is assisted by the Audit Committee
to oversee the Groups financial reporting processes and the quality of its financial reporting.

The Audit Committee, has the authority under its terms of reference to investigate any matters relating to the Groups
accounting, auditing and internal controls and has full access to and co-operation of the management and/or invite any
management or officers to attend its meeting and reasonable resources to discharge its function properly.

The Audit Committee meets on a quarterly basis to review the Groups financial statements prior to recommending them
for the Boards approval and announcement. The analysis of the financial performance of the major subsidiaries and the
significant variances on the expenditures will be reviewed during the quarterly meeting. The Audit Committee will also ensure
the appropriate approved accounting standard (MFRS) had been applied consistently and prudent judgments are made in
preparing the financial statements. The quarterly report will also be reviewed by the External Auditors before the review of
the Audit Committee.

Relationship with the External Auditors

The Board through the Audit Committee maintains a professional and transparent relationship with the External Auditors in
conduct of the audit and towards ensuring compliance with the requirements of the approved accounting standards.

In performing its function, the Audit Committee met with the External Auditors, reviewed the external audit plan and co-
operation/assistance given by the Management to the External Auditors so as to ensure sufficient coverage in terms of the
scope of the audit. All significant audit findings and recommendations are presented to the Audit Committee for discussion.
The Audit Committee meets with the External Auditors twice a year without the presence of the Executive Directors and
Management of the Company. For the financial year ended 30 June 2016, the fees payable for external audit services by the
Company and the Group was RM18,000 and RM71,000 respectively.

During the financial year ended 30 June 2016, the External Auditors had also been engaged to perform non-audit services i.e.
the review of the Groups quarterly financial report. The Audit Committee had reviewed the non-audit services engagement
contract provided by the External Auditors and was satisfied that such services does not prejudice their independence and
objectivity. Total fees paid for non-audit services by the Company was RM8,000.

20 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


CORPORATE GOVERNANCE STATEMENT
(Contd)

PRINCIPLE 5 UPHOLD INTEGRITY IN FINANCIAL REPORTING (CONTD)


Relationship with the External Auditors (Contd)

The Audit Committee also assessed the suitability and independency of the External Auditors. For the financial year ended
30 June 2016, Grant Thornton had confirmed in writing that they are, and have been independent throughout the conduct
of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements. The External
Auditors, Grant Thornton has been the Groups auditors since 3rd January 1997.

The Audit Committee is satisfied that Grant Thornton is able to meet the audit requirements and statutory obligations of the
Company, has independent status and has sufficient resources to carry out the audits of the Company and of the Group thus,
the Audit Committee recommended the re-appointment of Grant Thornton to the Board for approval by the shareholders at
the forthcoming 20th Annual General Meeting.

PRINCIPLE 6 RECOGNISE AND MANAGE RISKS


Since the listing of the Company, the Board continuously placed emphasis on the need for maintaining a sound system of
internal control within the Group with the objective to manage and mitigate risk at an acceptable level and to safeguard the
assets of the Group as well as the investors interest.

The Company outsourced its internal audit function to a professional consulting firm, which assists the Audit Committee in
discharging its duties and responsibilities. The Internal Auditors will be able to provide independent review on the state of risk
management and internal control of the Group report directly to Audit Committee. The Audit Committee reviews, deliberates
and evaluates the effectiveness and efficiency of the risk management and internal control systems in the organization.

The Audit Committee meets with the Internal Auditors at least twice a year to ensure controls are effectively applied. Through
the Audit Committee, the Board has established a transparent relationship with the Internal Auditors.

The Group has an on-going process for identifying, evaluating and managing the principal risks. The Management with the
assistance of the outsourced Internal Auditors had established a risk management framework to assess, review and monitor
the risk at an acceptable level to the Group. The Internal Auditors will review the risk register prepared by the management
and highlight the high risk area, adequacy of compliance and control measures to the Audit Committee. Audit Committee will
take into consideration the report from Internal Auditors before they fix the audit plan.

The Statement of Risk Management and Internal Control furnished in pages 26 to 28 of this Annual Report provide an
overview of the state of internal controls within the Group.

PRINCIPLE 7 ENSURE TIMELY AND HIGH QUALITY DISCLOSURE


Corporate Disclosures

The Board is mindful of the compliance with the MMLR of Bursa Securities in relation to disclosures of information and
acknowledges the importance of timely dissemination of information to shareholders, stakeholders and investment community.
Such information is communicated through:-

Announcements and disclosures to Bursa Securities


Annual Report of the Company
Circulars to Shareholders
Companys website at http://www.chinwell.com.my
Disseminate the Groups result to the Company public relation consultant in conjunction with the release of its quarterly
announcements.
Companys separate quarterly briefings for fund managers, institutional investors and investment analysts after each
quarters financial results announcement.

The Board is finalizing a Corporate Disclosures Policy and will upload it to the Companys website in due course.

WORLDWIDE DOMINATION 21
CORPORATE GOVERNANCE STATEMENT
(Contd)

PRINCIPLE 8 STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS


Encourage Shareholders participation at General Meetings

The Companys Annual General Meeting serves as a principal forum for dialogues and interactions with shareholders and
investors. The Extraordinary General Meeting is held as and when required.

At the commencement of the meeting, the Chairman will share with the shareholders amongst others, the poll voting process
on the resolutions being proposed. During the meeting, shareholders are given every opportunity to enquire and comment
on matters relating to the agenda of the meeting. The Directors, senior management and the Groups External Auditors are in
attendance to respond to shareholders enquiries.

The Companys Annual Report, together with notice of annual general meeting, is sent to shareholders at least twenty one (21)
days before the date of each annual general meeting. Each item of special business included in the notice of annual general
meeting will be accompanied by explanatory statement to facilitate a full understanding and evaluation of issues involved.
The adequate information and timely notice allow shareholders to make necessary arrangements to attend and participate in
the meeting either in person, by corporate representative, by proxy or by attorney.

In compliance with the recent amendment of the MMLR, all the resolutions set out in the notice of the forthcoming Annual
General Meeting shall be voted upon by poll.

Investor Relations

The Company had appointed an Investor Relations team who is tasked to build long term relationships with shareholders and
the investment community. The team focuses its communications through media interviews, press conference and corporate
briefings to keep shareholders and investment community updated of the Groups development and financial performance.
Request for briefing from press and investment analyst are usually fulfilled.

This statement is issued in accordance with a resolution of the Directors dated 29 September 2016.

22 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


Additional Compliance Information

Material Contracts
There were no material contracts entered by the Company and its subsidiaries involving Directors and major shareholders
interest other than those disclosed in the financial statements.

Directors Responsibility Statement


The Board is required by the Companies Act, 1965 to prepare financial statements for each financial year for ensuring that the
financial statements of the Group give a true and fair view of the state of affairs of the Group and of the Company as at the
end of the accounting period and of the results and cashflows for the period then ended. In preparing the financial statements,
the Directors had:-

Applied appropriate approved accounting standards consistently,


Made judgments and estimates that are reasonable and prudent,
Prepared financial statements on a going concern basis.

The Directors had ensured the Company maintains proper accounting records which disclose with reasonable accuracy the
financial position of the Group to enable them to ensure that the financial statements comply with the Companies Act, 1965.
The Directors also had taken steps that are reasonably available to them to safeguard the assets of the Group and to prevent
and detect fraud and other irregularities.

This statement is issued in accordance with a resolution of the Directors dated 29 September 2016.

WORLDWIDE DOMINATION 23
Corporate Social Responsibility Statement

The Board of Directors fully acknowledges the importance of Corporate Social Responsibility (CSR) and has always been
actively playing its role in maintaining the CSR in the Groups operations.

The various CSR initiatives undertaken by the Group are summarized below:-

WORKPLACE
The Group strives to ensure a safe and healthy working environment for all the employees and had continuously undertaken
various programmes such as first aid training, fire drill and emergency response training during the financial year. At the
manufacturing location, equipment and machineries are ensured properly functioning and well maintained.

Sports and recreational activities such as bowling competitions within and outside workplace were organized during the
financial year to promote healthier living, harmony, better working relationships, co-operations and teamwork amongst the
employees. Eateries gatherings for the staff were held during the financial year. In consideration of the rising cost of living, the
Management distributed free daily groceries to the employees as token of appreciation to them.

The Group does not have a written diversity policy in workplace but it is believed that a well-managed, diverse work force
expands the Groups base of knowledge, skills and cross-cultural understanding, which in turn, enables us to understand,
relate and respond to our diverse and changing customers throughout the world. We maintain a work environment free
from discrimination and we comply with all applicable laws pertaining to non-discrimination and equal opportunity. This is
evidenced by the diverse ethnic and social backgrounds of members and staff.

Currently, 75% of our work force are male in view of the work nature, nevertheless we will consider female recruitments if they
are appropriate for the positions. Whilst, current ethnicity and age diversity in the work place are as follows:-

Ethnicity
Malay Chinese India Foreign
10% 6% 1% 83%

Age Group
Below 20 21 30 31 40 Above 40
2% 40% 33% 25%

The high percentage of foreigners mainly due to the work force in our wholly-owned subsidiary in Vietnam.

COMMUNITY
For the purpose of demonstrating care for the less fortunate and underprivileged communities in improving their lives, the
Group had, periodically provided and contributed monetary donation to various non-profit organizations. During the financial
year ended 30 June 2016, the Group had donated to the following organizations/individuals:-

Patient Heart Fund


Pertubuhan Thalasaemia Pulau Pinang
Tung Shin Hospital, Kuala Lumpur
Hospital Lam Wah Ee, Penang
The Penang Home for The Infirm
Koe Mooi Choo (critical illness patient)
Chinese Taipei School (Penang)
Penang & Province Wellesley Silver Jublee Fund
Billion Gift Voucher for the poor families
Mount Miriam Cancer Hospital, Penang
National Council for the Blind
Adventist Hospital & Clinic Service, Penang
Penang Shan Children
Pelitawanis TNB
Sponsorhip for 26th Community Service and Education Project, Undergraduate Association 2016, University of Malaya
PKS JKKP Sponsor JKKP Bowling Competition

24 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


Corporate Social Responsibility Statement
(Contd)

ENVIRONMENTAL
As part of the Groups on-going efforts in preserving and conserving the environment, various measures were undertaken by the
Group during the financial year to ensure its manufacturing operations has little environmental impact and are in accordance
with industry standards and procedures. In addition, the Group also focused on optimizing recycling and encourages its staff
to reduce paper usage and practicing the good culture of recycling waste materials.

WORLDWIDE DOMINATION 25
Statement on Risk Management
and Internal Control

Pursuant to Paragraph 15.26 (b) of Bursa Malaysia Securities Berhad (Bursa Securities) Main Market Listing Requirements, the
Board of Directors (Board) of Chin Well Holdings Berhad is pleased to provide the following statement on risk management
and internal control of the Group, which has been prepared in accordance with the Statement on Risk Management & Internal
Control: Guidance for Directors of Listed Issuers (Internal Control Guidance).

RESPONSIBILITY FOR RISK AND INTERNAL CONTROL


The Board recognises the importance of a structured risk management and a risk-based internal audit to establish and maintain
a sound system of internal control. The Board affirms its overall responsibility for the Groups systems of internal control and
for reviewing the adequacy and integrity of those systems.

The Board has established an ongoing process for identifying, evaluating and managing the significant risks faced, or
potentially exposed to, by the Group in pursuing its business objectives. This process has been in place throughout the
financial year and up to the date of approval of the annual report. The adequacy and effectiveness of this process have been
continuously reviewed by the Board and are in accordance with the Internal Control Guidance.

The Group adopts a written internal control framework covering the major operating procedures in the major subsidiaries. The
components of internal controls which have been identified in the framework include control environment, risk assessment,
control activities, information and communication and its monitoring. The system of internal control under the framework
covers not only financial controls but operational controls and risk management procedures. In view of the limitations inherent
in any system of internal controls, the system is designed to manage, rather than to eliminate, the risk of failure to achieve the
Groups business and corporate objectives. The system can therefore provide reasonable, but not absolute assurance, against
material misstatement, loss or fraud. The framework is subject to review from time to time to accommodate process changes
or to meet new business requirements.

RISK MANAGEMENT
The Board and management are mindful of measures required to identify risks residing in any major proposed transactions,
changes in nature of activities and/or operating environment, or venturing into new operating environment which may entail
different risks. Management proactively identifies significant risk on a regular basis with design and implementation of suitable
internal controls. The internal auditors were appointed to assist in the facilitation of risk assessment updates on certain
subsidiaries in the Group where high level risk assessment exercise is carried out annually and the update shall be reported
to the Audit Committee accordingly.

The key aspects of the risk management process being carried out during the financial year under review are as follows:-

Departmental heads of the major local subsidiaries had identified the critical risk areas and updated the risk profiles of
their departments;

The respective departmental heads had prepared a risk register detailing significant risk issues of their departments,
existing controls and additional control measures were updated and implemented to manage the risks;

Risks are classified into two categories, namely Non-controllable risk which is catastrophic in nature and Controllable risk,
comprising the risks arise due to the internal factors;

The risks identified were assessed and rated based on their likelihood of occurrence and severity of impact;

Some additional risks had been identified in the finance area during the financial year under review while the existing
risks in the human resource, inventory controls, marketing, purchasing and information technology areas had been
reassessed accordingly. Adequate controls are in place to monitor the risks and no significant adverse impact caused by
the risks had occurred in the Group during the financial year under review;

Top management of the respective companies i.e. the general manager, were provided with the risk register reports for
review, discuss and monitor the risk profiles and implementation of action plans wherever necessary;

The management is responsible to continuously monitor the implementation of risk mitigation action plan to a level
acceptable to the Board. Risk issues were discussed in the management meeting whenever required and existing
controls are re-assessed and strengthened from time to time;

26 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


Statement on Risk Management
and Internal Control
(Contd)

RISK MANAGEMENT (CONTD)


A copy of the risk register of the subsidiaries were forwarded to the internal auditors for compilation;

The internal auditors had summarised and updated the top ranking risks identified by the major subsidiaries and presented
it to the Audit Committee, highlighting the new emerged or significant risks facing by each major subsidiary. Audit
Committee will ensure there are sufficient controls in place or management action plan to mitigate the consequences;

The Audit Committee has taken the risk report into consideration for future audit purposes;

The Audit Committee consulted the internal auditors for further improvement of the risk management process of the
group from time to time.

INTERNAL AUDIT
The Board acknowledges the importance of the internal audit function and has outsourced this function to an independent
consulting firm. The internal auditor adopts a risk-based approach in developing its audit plan which includes reviewing
key processes of the core operating units of the Group based on their risk profile. The annual audit plan which include
audit approach, past and proposed auditable areas and scope of audit reporting, will be tabled to the Audit Committee for
approval. The Audit Committee will review, discuss and decide on the audit areas for the Group for the financial year ahead.
The audit plan will be revised whenever necessary.

The independent reports on the state of internal control of the various core operating units are tabled directly to the Audit
Committee half yearly and the audit findings were discussed at the Audit Committee meeting. Internal auditors will advise
management on areas for improvement and subsequently initiate follow-up actions to determine the extent of implementation
of their recommendations. The Audit Committee reviews the work of the internal auditors, their findings and recommendations
to ensure that it obtains the necessary level of assurance with respect to the adequacy of the internal controls.

During the financial year ended 30 June 2016, the internal auditors have conducted reviews on GST compliance, in particularly
the preparation of GST03 of three major subsidiaries. A number of minor internal control weaknesses were identified during
the audit, all of which have been or are being addressed. None of the weaknesses have resulted in any material losses,
contingencies or uncertainties that would require disclosure in the Groups annual report.

INTERNAL CONTROL
Apart from risk management framework and internal audit function, the Group has put in place the following key elements of
internal control:-

An organisation structure with well-defined scopes of responsibility, clear lines of accountability, and appropriate levels
of delegated authority;

A process of hierarchical reporting which provides for a documented and auditable trail of accountability;

All the major subsidiaries have been certified with MS ISO 9001:2008 Quality Management System;

Surveillance Audit will be conducted annually to ensure the compliance of the MS ISO 9001:2008 requirements;

A set of documented internal policies and procedures for operational and human resource management, which is
subject to regular review and improvement;

Regular and comprehensive information provided to management, covering financial and operational performance for
effective monitoring and decision making;

Weekly management meetings are held in each of the Groups business operations to discuss operational issues of the
business. Action-plans are constructed for issues identified during the meeting;

Management accounts with extensive analysis and cash flow reports are provided to the executive directors to facilitate
review and monitoring of the financial performance and cash flow of the major subsidiaries;

WORLDWIDE DOMINATION 27
Statement on Risk Management
and Internal Control
(Contd)

INTERNAL CONTROL (CONTD)


Board meetings are held on quarterly basis to discuss on quarterly financial statements and issues that warrant the
Boards attention. Actual financial result of the Group compared against its budget will be reviewed by the Board;

Boards approval via board resolution is required for significant capital expenditures with pre-determined limit, significant
business venture, disposal of significant investment of the Group and provision of corporate guarantee for financing
facilities granted from financial institutions;

Regular visits to operating units by Executive Directors and senior management;

The professionalism and competence of the Groups human resources are maintained through established recruitment
process, performance appraisal system and training;

Training and development programmes are attended by the staff to enhance their competency skills;

The Board has also received assurance from the Group managing director and Group finance director that the risk management
and internal control system of the Company and its subsidiaries are operating adequately and effectively, in all material
aspects, based on the risk management and internal control system adopted.

Based on the above, the Board confirms that there is an ongoing risk management process established, the system of internal
control are satisfactory and appropriate to identify, evaluate, and manage significant risks to effectively mitigate the risks that
may impede the achievement of the Groups business and corporate objectives.

The Board is cognizant of the importance of maintaining appropriate controls and will continue to review the adequacy,
integrity and implementation of appropriate internal controls system.

REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS


As required by the Listing Requirement of Bursa Securities, the external auditors have reviewed this Statement for inclusion in
the annual report for the financial year under review. Their review was performed in accordance with Recommended Practice
Guide 5 (Revised): Guidance for Auditors on Engagements to Report on the Statement on Risk Management and Internal
Control included in the Annual Report issued by the Malaysian Institute of Accountants. From the review conducted, the
external auditors have reported that nothing have come to their attention that causes them to believe that this Statement is
inconsistent with their understanding of the process the Board has adopted in the review of the adequacy and effectiveness
of the risk management and internal control systems of the Group.

This Statement is issued in accordance with a resolution of the Directors dated 29 September 2016.

28 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


audit committee report

MEMBERSHIPS
The present Audit Committee (the Committee) of the Company consists of three (3) members, comprising wholly Independent
Non-Executive Directors and this meets the requirements of paragraph 15.09(1)(b) of the MMLR of Bursa Securities. The
members of the Committee and their meeting attendance during the financial year ended 30 June 2016 are as follows:-

Name Designation Directorate Number of Meetings Attended


Ong Eng Choon Chairman Independent Non-Executive 3/5
Ung Peng Joo Member Independent Non-Executive 5/5
Lim Chien Cheng Member Independent Non-Executive 5/5

The term of reference of the Committee is available on the Companys website (www.chinwell.com.my).

SUMMARY OF AUDIT COMMITTEE WORK


During the financial year ended 30 June 2016, works carried out by the Audit Committee were as follows:-

1. Financial Reporting

a. In overseeing the financial reporting of the Group, the Committee reviewed the unaudited quarterly financial
results for the 4th Quarter for the financial year of 2015 on 27 August 2015.
b. On 30 September 2015, the Committee reviewed annual audited financial statements for the financial year ended
2015 and recommended for Board for approval.
c. The quarterly financial results for the 1st, 2nd and 3rd Quarter for the financial year of 2016 were reviewed in the
Audit Committee meeting on 26 November 2015, 26 February 2016 and 26 May 2016 respectively.
d. On quarterly basis, the Committee reviewed the recurrent related party transactions of a revenue or trading nature
and material litigations if any.

2. External Audit

a. On 21 May 2015, the Committee reviewed the external audit plan for financial year 2015, on the audit scope of
work, engagement team, proposed reporting schedule and proposed fees.
b. On 27 August 2015, the Committee met the external auditors without the presence of the management in regards
of the financial audit for 2015. The external auditors then present their audit findings together with the Groups
results to the Committee.
c. The Committee deliberated the external auditors report at its meeting on 30 September 2015, together with the
relevant disclosures in the annual audited financial statements as well as the management letter for the financial
year of 2015. Prior to the meeting, the Committee met the external auditors, without the presence of the Executive
Directors and management.
d. It is the policy of the Groups external auditors that the lead audit engagement and concurring partners of the
Group be subject to a five-year rotation and cooling-off period. Mr Yap Soon Hin became the engagement partner
since financial year 2015 and will be rotated in 2020. The Group external auditors had declared their professional
independence prior to the commencement of the audit as well as their compliance with the relevant ethical
requirement.
e. During the year, the external auditors have been engaged by the Company to review the Groups quarterly report
prepared by the management to provide additional assurance to the Committee before releasing it to the public.
f. The Committee had carried out an annual assessment on the performance of the external auditors on 30
September 2015. Based on the evaluation, the Committee was satisfied with the competency and independence
of the external auditors in performing their duties in financial year 2015. With that, the Committee recommended
the external auditors to the Board for re-appointment as external auditors for the financial year 2016.

WORLDWIDE DOMINATION 29
audit committee report
(Contd)

SUMMARY OF AUDIT COMMITTEE WORK (CONTD)


3. Internal Audit

a. The internal auditors conducted the audit activities as per the internal audit plan for financial year 2016 approved
by the Committee on 27 August 2015.
b. On 30 September 2015, the Committee reviewed the annual Statement of Risk Management and Internal Control,
Statement of Corporate Governance Statement and Audit Committee Report for inclusion in the 2015 Annual Report.
c. GST Compliance of three major subsidiaries had been reviewed by the internal auditors during the current financial
year. The internal audit reports were presented to the Audit Committee on 26 February 2016. The reports contain
the audit findings, audit recommendations provided by the internal auditors and management responses to those
findings and recommendations.
d. An update on the status and progress of previous audit findings and implementation of audit recommendations
were also presented to the Committee.
e. At the meeting held on 26 May 2016, the Committee reviewed the updates of the high risk assessment report
compiled by the internal auditors.
f. The internal audit Plan for financial year 2017 was presented by the internal auditor on 26 May 2016 to the
Committee. The Committee had approved IA Plan to perform a further review in regards of GST compliance in the
major subsidiaries of the Group in view of the regular changes and revised in the related rules and regulations of GST.
g. In April and May 2016, the Committee had carried out an internal assessment on the effectiveness and adequacy
of the internal audit function. In addition to the Committee members evaluation, feedback from management
and internal auditors were also been taken into consideration. The Committee concluded that the internal audit
function of the Group has been adequate and effective except a few opportunities for further improvement were
observed for future enhancement. With that, the Committee recommended the internal auditors to the Board for
re-appointment for the financial year 2017.

INTERNAL AUDIT FUNCTION


The Board has extended the responsibilities of the Committee to include the work of monitoring all internal controls, on its
behalf and has outsourced its internal audit function (IAF).

The Committee sets the scope of the IAF, reviews and approves the IAFs annual audit plan and Internal Audits financial
budget. The IAF reports directly to the committee on areas for improvement and will subsequently follow up to determine the
extent of their recommendations that have been implemented.

Internal audit independently reviews the internal controls in key activities of the Groups businesses on the basis of a detailed
annual internal audit plan presented to the Committee for approval. The internal audit function adopts a risk-based approach
and prepares its audit strategy and plan based on the risk profiles of the major business units of the Group. The Committee
reviews the risk monitoring and compliance procedures, ensuring that an appropriate mixed of techniques are used to obtain
the level of assurance required by the Board. The Committee presents its findings to the Board on a half yearly basis or earlier
as appropriate.

During the financial year ended 30 June 2016, the Companys Internal Auditors had carried out its duties in accordance with
the Internal Audit Plan as follows:-

1. Reviewed the Groups systems of internal controls in particularly in GST Compliance of three subsidiaries ascertained the
extent of compliance with the established policies, procedures and statutory requirements.
2. Identified areas for improvement of controls in operations and processes of the Group.
3. Assisted the management to carry out high level risk assessment review of the Group.

All the findings by the Internal Auditors were presented to the Audit Committee. The Audit Committee had taken steps to
ensure that appropriate actions are being taken to continuously improve the current systems of internal control.

Further details on the internal audit function and its activities are set out in the Statement on Risk Management and Internal
Control of this Annual Report.

The Board is of the view that there is no significant breakdown or weaknesses in the systems of internal controls of the Group
that may result in material losses incurred by the Group for the financial year ended 30 June 2016.

The total cost incurred in managing the Internal Audit Function for the financial year ended 30 June 2016 was approximately
RM 18,000.

30 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


DIRECTORS REPORT
for the financial year ended 30 June 2016

The directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company
for the financial year ended 30 June 2016.

PRINCIPAL ACTIVITIES
The principal activity of the Company is that of investment holding.

The principal activities of the subsidiaries are manufacturing and trading of fastening and wire products.

There have been no significant changes in the nature of these activities during the financial year.

RESULTS

GROUP COMPANY
RM RM

Profit after tax for the financial year 63,369,117 25,208,614

In the opinion of the directors, the results of the operations of the Group and of the Company for the financial year ended
30 June 2016 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has
any such item, transaction or event occurred in the interval between the end of that financial year and the date of this report,
other than those disclosed in the financial statements.

RESERVES AND PROVISIONS


All material transfers to or from reserves or provisions during the financial year are disclosed in the financial statements.

DIVIDENDS
Since the end of the previous financial year, the Company has paid the following dividends:

RM

Second interim single tier dividend of 3.84 sen per share in respect of financial year ended
30 June 2015, as reported in the Directors report of that financial year 11,502,074

First interim single tier dividend of 4 sen per share in respect of financial year ended 30 June 2016 11,981,326

23,483,400

On 25 August 2016, the Company has declared a second interim single tier dividend of 4.5 sen per share amounting to
RM13,478,993 in respect of financial year ended 30 June 2016, payable on 18 November 2016.

The financial statements for the current financial year do not reflect the second interim single tier dividend as it was declared
subsequent to the financial year end. Such dividend will be accounted for in equity as an appropriation of retained profits in
the financial year ending 30 June 2017.

The directors do not recommend any final dividend payment for the financial year.

SHARE CAPITAL AND DEBENTURE


During the financial year, the Company did not issue any share or debenture and did not grant any option to anyone to take
up unissued shares of the Company.

WORLDWIDE DOMINATION 31
DIRECTORS REPORT
for the financial year ended 30 June 2016
(Contd)

DIRECTORS
The directors who served since the date of the last report are as follows:

Lim Chien Cheng


Tsai Yung Chuan
Tsai Chang Hsiu-Hsiang
Tsai Chia Ling
Ung Peng Joo
Ong Eng Choon
Sharmin Fazlina Binti Mohd Shukor

DIRECTORS INTERESTS IN SHARES


According to the Register of Directors Shareholdings, the interests of directors in office at the end of the financial year in
shares in the Company and its related corporations during the financial year are as follows:

Number of ordinary shares of RM0.50 each


Balance at Balance at
1.7.2015 Bought Sold 30.6.2016

The Company
Direct Interest:
Lim Chien Cheng 5,895,650 17,000 (100,000) 5,812,650
Tsai Chia Ling 838,400 838,400

Deemed Interest:
Lim Chien Cheng 1,765,314 1,765,314
Tsai Yung Chuan 158,406,846 3,900,000 162,306,846
Tsai Chang Hsiu-Hsiang 100,000 100,000
Tsai Chia Ling 100,000 100,000

By virtue of his shareholding in the Company, Mr. Tsai Yung Chuan is also deemed interested in the shares of all the subsidiaries
of the Company, to the extent that the Company has interests.

Other than as disclosed above, none of the other directors in office at the end of the financial year had any interest in shares
in the Company or its related corporations during the financial year.

DIRECTORS BENEFITS
Since the end of the previous financial year, no director of the Company has received or become entitled to receive any benefit
(other than a benefit included in the aggregate amount of emoluments received or due and receivable by the directors shown
in the financial statements) by reason of a contract made by the Company or a related corporation with a director or with a
firm of which the director is a member, or with a company in which the director has a substantial financial interest, other than
those related party transactions disclosed in the notes to the financial statements.

During and at the end of the financial year, no arrangements subsisted to which the Company is a party, with the objects of
enabling directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company
or any other body corporate.

32 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


DIRECTORS REPORT
for the financial year ended 30 June 2016
(Contd)

OTHER STATUTORY INFORMATION


Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps:

(i) to ascertain that proper 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) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the
ordinary course of business had been written down to an amount which they might be expected so to realise.

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

(i) that would render the amount written off for bad debts, or the amount of the provision for doubtful debts in the Group
and in the Company inadequate to any substantial extent, and

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

(iii) that would render any amount stated in the financial statements of the Group and of the Company misleading, and

(iv) which have arisen which render adherence to the existing methods of valuation of assets or liabilities of the Group and
of the Company misleading or inappropriate.

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

(i) any charge on the assets of the Group and of the Company that has arisen since the end of the financial year which
secures the liabilities of any other persons, and

(ii) any contingent liability in respect of the Group and of the Company that has arisen since the end of the financial year.

No contingent liability or other liability of the Group and of the Company has become enforceable, or is likely to become
enforceable, within the period of twelve months after the end of the financial year which, in the opinion of the directors, will
or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due.

SUBSEQUENT EVENT
Details of subsequent event are disclosed in Note 37 to the financial statements.

AUDITORS
The auditors, Grant Thornton, have expressed their willingness to continue in office.

Signed in accordance with a resolution of the directors:

Tsai Yung Chuan Tsai Chang Hsiu-Hsiang


Managing Director Executive Director

Penang,

Date: 29 September 2016

WORLDWIDE DOMINATION 33
DIRECTORS STATEMENT

In the opinion of the directors, the financial statements set out on pages 37 to 90 are properly drawn up in accordance with
Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies
Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at
30 June 2016 and of their financial performance and cash flows for the financial year then ended.

In the opinion of the directors, the supplementary information set out on page 91 has been compiled in accordance with the
Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures
Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants, and
presented based on the format prescribed by Bursa Malaysia Securities Berhad.

Signed in accordance with a resolution of the directors:

Tsai Yung Chuan Tsai Chang Hsiu-Hsiang


Managing Director Executive Director

Date: 29 September 2016

STATUTORY DECLARATION

I, Tsai Chang Hsiu-Hsiang, the officer primarily responsible for the financial management of Chin Well Holdings Berhad, do
solemnly and sincerely declare that the financial statements set out on pages 37 to 90 and the supplementary information
set out on page 91 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 at Penang, this 29th )
day of September 2016. )
Tsai Chang Hsiu-Hsiang
Executive Director

Before me,

Goh Suan Bee


No.: P125
Commissioner for Oaths

34 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


INDEPENDENT AUDITORS REPORT TO THE MEMBERS
of Chin Well Holdings Berhad (Company No. 371551-T)

Report on the Financial Statements


We have audited the financial statements of Chin Well Holdings Berhad, which comprise the statements of financial position
as at 30 June 2016 of the Group and of the Company, and the statements of comprehensive income, statements of changes
in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and a summary of
significant accounting policies and other explanatory information, as set out on pages 37 to 90.

Directors Responsibility for the Financial Statements


The directors of the Company are responsible for the preparation of these financial statements so as to give a true and
fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the
requirements of the Companies Act, 1965 in Malaysia. The directors are also responsible for such internal control as the
directors determine is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.

Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material
misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement
of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control
relevant to the entitys preparation of financial statements that give a true and fair view in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys
internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion
In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company
as at 30 June 2016 and of their financial performance and cash flows for the financial year then ended in accordance with
Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies
Act, 1965 in Malaysia.

Report on Other Legal and Regulatory Requirements


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

(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and
its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act,

(b) We have considered the accounts and the auditors report of the subsidiary of which we have not acted as auditors,
which is indicated in Note 6 to the financial statements,

(c) We are satisfied that the accounts of the subsidiaries that have been consolidated with the Companys 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, and

(d) The auditors reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment made
under Section 174(3) of the Act.

WORLDWIDE DOMINATION 35
INDEPENDENT AUDITORS REPORT TO THE MEMBERS
of Chin Well Holdings Berhad (Company No. 371551-T)
(Contd)

Other Reporting Responsibilities


The supplementary information set out on page 91 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.

Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act,
1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

Grant Thornton Yap Soon Hin


No. AF: 0042 No. 947/03/17 (J)
Chartered Accountants Chartered Accountant

Penang

Date: 29 September 2016

36 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


STATEMENTS OF FINANCIAL POSITION
as at 30 June 2016

GROUP COMPANY
2016 2015 2016 2015
NOTE RM RM RM RM

ASSETS
Non-current assets
Property, plant and equipment 4 152,957,742 160,674,144 1 1
Investment properties 5 4,992,384 5,059,687
Investment in subsidiaries 6 263,051,296 263,051,296
Other investment 7 172,005 165,527
158,122,131 165,899,358 263,051,297 263,051,297

Current assets
Inventories 8 195,429,666 213,279,361
Trade receivables 9 108,659,190 114,968,866
Other receivables, deposits
and prepayments 10 13,563,463 19,782,126 4,500 4,500
Derivative financial assets 11 278,409
Amount due from a subsidiary 12 31,229,903 44,540,383
Current tax assets 1,749,100 1,785,259 750
Cash and bank balances 13 132,961,612 55,163,100 1,299,411 533,011
452,363,031 405,257,121 32,534,564 45,077,894
452,363,031 405,257,121 32,534,564 45,077,894

TOTAL ASSETS 610,485,162 571,156,479 295,585,861 308,129,191

EQUITY AND LIABILITIES


Share capital 14 149,766,584 149,766,584 149,766,584 149,766,584
Share premium 28,162,800 28,162,800 28,162,800 28,162,800
Foreign translation reserve 15 30,947,578 23,115,128
Retained profits 16 286,838,925 246,953,208 97,425,133 95,699,919
Total equity 495,715,887 447,997,720 275,354,517 273,629,303

Non-current liabilities
Deferred tax liabilities 17 8,475,130 8,760,630
Other payable 18 19,261,124 19,261,124
8,475,130 28,021,754 19,261,124

Current liabilities
Trade payables 19 16,773,062 18,210,198
Other payables and accruals 18 27,686,142 21,968,787 20,231,344 15,238,764
Provision for retirement benefits 20 913,712
Borrowings 21 60,343,648 53,011,416
Current tax liabilities 1,491,293 1,032,892
106,294,145 95,137,005 20,231,344 15,238,764
Total liabilities 114,769,275 123,158,759 20,231,344 34,499,888

TOTAL EQUITY AND LIABILITIES 610,485,162 571,156,479 295,585,861 308,129,191

The notes set out on pages 44 to 90 form an integral part of these financial statements.

WORLDWIDE DOMINATION 37
STATEMENTS OF COMPREHENSIVE INCOME
for the financial year ended 30 June 2016

GROUP COMPANY
2016 2015 2016 2015
NOTE RM RM RM RM

Revenue 22 508,134,234 502,420,132 26,445,180 31,010,000

Cost of sales (400,926,997) (415,610,648)

Gross profit 107,207,237 86,809,484 26,445,180 31,010,000

Other income 23 5,483,171 3,890,761 12,759 768,376

Administrative expenses (19,554,465) (15,831,974) (506,204) (686,579)

Selling and distribution expenses (17,089,884) (16,887,701)

Operating profit 76,046,059 57,980,570 25,951,735 31,091,797

Finance costs 24 (1,244,979) (833,618) (738,876)

Profit before tax 25 74,801,080 57,146,952 25,212,859 31,091,797

Tax (expense)/income 26 (11,431,963) (7,694,808) (4,245) 88

Profit for the financial year 63,369,117 49,452,144 25,208,614 31,091,885

Other comprehensive income,


net of tax
Item that will be reclassified
subsequently to profit or loss:
Foreign exchange differences
for foreign operation 7,832,450 29,713,761
Total comprehensive income
for the financial year 71,201,567 79,165,905 25,208,614 31,091,885

Profit attributable to:

Owners of the Company 63,369,117 40,734,226 25,208,614 31,091,885


Non-controlling interest 8,717,918

63,369,117 49,452,144 25,208,614 31,091,885

Total comprehensive income


attributable to:
Owners of the Company 71,201,567 61,276,352 25,208,614 31,091,885
Non-controlling interest 17,889,553

71,201,567 79,165,905 25,208,614 31,091,885

Basic earnings per share attributable


to owners of the Company (sen) 27 21.16 14.37

The notes set out on pages 44 to 90 form an integral part of these financial statements.

38 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


Attributable to Owners of the Company

Non-distributable
Foreign Distributable Non-
Share Share Translation Retained controlling Total
Capital Premium Reserve Profits Total Interest Equity
NOTE RM RM RM RM RM RM RM

2016

Balance at beginning 149,766,584 28,162,800 23,115,128 246,953,208 447,997,720 447,997,720

Foreign exchange differences


for the financial year ended 30 June 2016

for foreign operation 7,832,450 7,832,450 7,832,450

Profit for the financial year 63,369,117 63,369,117 63,369,117


Total comprehensive income
for the financial year 7,832,450 63,369,117 71,201,567 71,201,567

Transactions with owners:

Dividends 28 (23,483,400) (23,483,400) (23,483,400)

Balance at end 149,766,584 28,162,800 30,947,578 286,838,925 495,715,887 495,715,887


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

WORLDWIDE DOMINATION
39
The notes set out on pages 44 to 90 form an integral part of these financial statements.
40
Attributable to Owners of the Company
(Contd)
Non-distributable
Foreign Distributable Non-
Share Share Translation Retained controlling Total
Capital Premium Reserve Profits Total Interest Equity
NOTE RM RM RM RM RM RM RM

2015

Annual Report 2016


Balance at beginning 136,266,584 2,512,800 1,348,142 239,056,206 379,183,732 60,419,989 439,603,721

Foreign exchange differences


for the financial year ended 30 June 2016

for foreign operation


20,542,126 20,542,126 9,171,635 29,713,761
Profit for the financial year 40,734,226 40,734,226 8,717,918 49,452,144
Total comprehensive income
for the financial year 20,542,126 40,734,226 61,276,352 17,889,553 79,165,905

Transactions with owners:

CHIN WELL HOLDINGS BERHAD (371551-T)


Issuance of shares 14 13,500,000 25,650,000 39,150,000 39,150,000

Premium paid on acquisition


of non-controlling interest 36 (19,133,903) (19,133,903) (19,133,903)

Changes in ownership
interest in a subsidiary 1,224,860 1,224,860 (78,309,542) (77,084,682)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Dividends 28 (13,703,321) (13,703,321) (13,703,321)

Total transactions with owners 13,500,000 25,650,000 1,224,860 (32,837,224) 7,537,636 (78,309,542) (70,771,906)

Balance at end 149,766,584 28,162,800 23,115,128 246,953,208 447,997,720 447,997,720

The notes set out on pages 44 to 90 form an integral part of these financial statements.
STATEMENT OF CHANGES IN EQUITY
for the financial year ended 30 June 2016

Non-
distributable Distributable
Share Share Retained Total
Capital Premium Profits Equity
NOTE RM RM RM RM

2016

Balance at beginning 149,766,584 28,162,800 95,699,919 273,629,303

Profit for the financial year,


representing total comprehensive
income for the financial year 25,208,614 25,208,614

Transactions with owners:


Dividends 28 (23,483,400) (23,483,400)

Balance at end 149,766,584 28,162,800 97,425,133 275,354,517

2015

Balance at beginning 136,266,584 2,512,800 78,311,355 217,090,739

Profit for the financial year,


representing total comprehensive
income for the financial year 31,091,885 31,091,885

Transactions with owners:


Issuance of shares 14 13,500,000 25,650,000 39,150,000

Dividends 28 (13,703,321) (13,703,321)

Total transactions with owners: 13,500,000 25,650,000 (13,703,321) 25,446,679

Balance at end 149,766,584 28,162,800 95,699,919 273,629,303

The notes set out on pages 44 to 90 form an integral part of these financial statements.

WORLDWIDE DOMINATION 41
STATEMENTS OF CASH FLOWS
for the financial year ended 30 June 2016

GROUP COMPANY
2016 2015 2016 2015
RM RM RM RM

CASH FLOWS FROM OPERATING ACTIVITIES


Profit before tax 74,801,080 57,146,952 25,212,859 31,091,797
Adjustments for:
Bad debts 20,127
Depreciation 19,879,238 18,449,445
Dividend income (26,445,180) (31,010,000)
Fair value loss/(gain) on derivative
financial instruments 278,409 (278,409)
Gain on disposal of property,
plant and equipment (50,000) (73,085)
Impairment loss (reverse)/charge
on receivables (64,003) 19,171 (24,470)
Interest expense 506,103 833,618
Interest income (1,398,577) (1,096,994) (12,759) (5,030)
Inventories written off 8,857,230 4,504,946
Property, plant and equipment written off 44,033 121,396
Provision for retirement benefits 4,713
Reversal/(Credit) effect on discounting
of non-current payable 738,876 (738,876) 738,876 (738,876)
Unrealised loss/(gain) on foreign exchange 93,165 (1,328,961)

Operating profit/(loss) before


working capital changes 103,685,554 77,584,043 (506,204) (686,579)
Decrease in inventories 12,774,140 20,694,696
Decrease/(Increase) in receivables 13,155,819 (7,203,244) 840,115
Decrease in payables (16,069,710) (16,969,204) (15,007,420) (9,536,963)

Cash from/(used in) operations 113,545,803 74,106,291 (15,513,624) (9,383,427)


Interest paid (506,103) (833,618)
Income tax paid (11,244,030) (11,201,237) (4,995)
Income tax refunded 2,678 2,678
Retirement benefits paid (913,712) (928,394)

Net cash from/(used in) operating activities/


balance carried forward 100,881,958 61,145,720 (15,518,619) (9,380,749)

The notes set out on pages 44 to 90 form an integral part of these financial statements.

42 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


STATEMENTS OF CASH FLOWS
for the financial year ended 30 June 2016
(Contd)

GROUP COMPANY
2016 2015 2016 2015
RM RM RM RM

Net cash from/(used in) operating activities/


balance brought forward 101,881,958 61,145,720 (15,518,619) (9,380,749)

CASH FLOWS FROM INVESTING ACTIVITIES


Interest received 1,398,577 1,096,994 12,759 5,030
Investment in a subsidiary (8,309,617)
* Net cash outflow on acquisition of a
subsidiary and non-controlling interest (8,309,617)
Net dividend received from subsidiaries 26,445,180 31,010,000
Proceeds from disposal of non-current
asset held for sale 2,540,960
Proceeds from disposal of property,
plant and equipment 50,000 125,959
Purchase of property, plant and equipment (8,626,048) (12,720,467)
Repayment from a subsidiary 13,310,480
Net cash (used in)/from investing activities (7,177,471) (17,266,171) 39,768,419 22,705,413

93,704,487 43,879,549 24,249,800 13,324,664

CASH FLOWS FROM FINANCING ACTIVITIES


Dividends paid (23,483,400) (13,703,321) (23,483,400) (13,703,321)
Drawdown of bankers acceptance 19,212,332
Drawdown/(Repayment) of short term loans 1,445,530 (29,504,604)
(Repayment)/Drawdown of onshore
foreign currency loans (12,362,535) 3,538,994
Net cash used in financing activities (15,188,073) (39,668,931) (23,483,400) (13,703,321)

NET INCREASE/(DECREASE)
IN CASH AND BANK BALANCES 78,516,414 4,210,618 766,400 (378,657)

Effects of changes in exchange


rates on cash and bank balances (717,902) 3,018,042

CASH AND BANK BALANCES AT BEGINNING 55,163,100 47,934,440 533,011 911,668

CASH AND BANK BALANCES AT END 132,961,612 55,163,100 1,299,411 533,011

* Cash flows on acquisition of a


subsidiary and non-controlling interest
Net identifiable assets of a subsidiary
and non-controlling interest (Note 36) 28,325,714
Add: Premium paid on acquisition
of non-controlling interest 19,133,903
Less: Satisfied by way of issuance
of the Company's shares (Note 14) (39,150,000)

Net cash outflow on acquisition of a


subsidiary and non-controlling interest 8,309,617

The notes set out on pages 44 to 90 form an integral part of these financial statements.

WORLDWIDE DOMINATION 43
NOTES TO THE FINANCIAL STATEMENTS
30 June 2016

1. CORPORATE INFORMATION
General

The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main
Market of Bursa Malaysia Securities Berhad.

The registered office of the Company is located at 51-21-A, Menara BHL Bank, Jalan Sultan Ahmad Shah, 10050 Penang.

The principal place of business of the Company is located at No. 1586, MK11, Lorong Perusahaan Utama 1, Bukit
Tengah Industrial Park, 14000 Bukit Mertajam, Penang.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the
directors on 29 September 2016.

Principal Activities

The principal activity of the Company is that of investment holding.

The principal activities of the subsidiaries are manufacturing and trading of fastening and wire products.

There have been no significant changes in the nature of these activities during the financial year.

2. BASIS OF PREPARATION
2.1 Statement of Compliance

The financial statements of the Group and of the Company have been prepared in accordance with applicable
Malaysian Financial Reporting Standards (MFRS), International Financial Reporting Standards (IFRS) and the
requirements of the Companies Act, 1965 in Malaysia.

2.2 Basis of Measurement

The financial statements of the Group and of the Company are prepared under the historical cost convention
unless otherwise indicated in the summary of accounting policies below.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset
or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. The
principal or the most advantageous market must be accessible to the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when
pricing the asset or liability, assuming that market participants act in their best economic interest.

A fair value measurement of a non-financial asset takes into account a market participants ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that
would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.

44 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

2. BASIS OF PREPARATION (CONTD)


2.2 Basis of Measurement (Contd)

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to their fair
value measurement as a whole:

- Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
- Level 2 - Valuation techniques for which the lowest level input that is significant to their fair value
measurement is directly or indirectly observable.
- Level 3 - Valuation techniques for which the lowest level input that is significant to their fair value
measurement is unobservable.

2.3 Functional and Presentation Currency

The financial statements are presented in Ringgit Malaysia (RM) which is also the Companys functional currency.

2.4 Standards Issued but Not yet Effective

The Company has not applied the following standards that have been issued by the Malaysian Accounting
Standards Board (MASB) but are not yet effective for the Company:

Effective for annual periods beginning on or after 1 January 2016


MFRS 14 Regulatory Deferral Accounts
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
Amendments to MFRS 127 Equity Method in Separate Financial Statements
Annual Improvements to MFRS 20122014 Cycle

Effective for annual periods beginning on or after 1 January 2017


Amendments to MFRS 107 Statement of Cash Flows: Disclosure Initiatives
Amendments to MFRS 112 Income Taxes: Recognition of Deferred Tax Assets for Unrealised Losses

Effective for annual periods beginning on or after 1 January 2018


MFRS 9 Financial Instruments (IFRS 9 issued by IASB in July 2014)
MFRS 15 Revenue from Contracts with Customers
Amendments to MFRS 2 Classification and Measurement of Share-based Payment Transactions
Amendments to MFRS 7 Mandatory Date of MFRS 9 and Transition Disclosures

Effective for annual periods beginning on or after 1 January 2019


MFRS 16 Leases

Effective date yet to be confirmed


Amendments to MFRS 10 and MFRS 128 Sale or Contribution of Assets between an Investor and its Associate or
Joint Venture

The initial application of the above standards is not expected to have any material impacts to the financial
statements of the Group and of the Company upon adoption except as mentioned below:

MFRS 15 Revenue from Contracts with Customers

MFRS 15 replaces the guidance in MFRS 111 Construction Contracts, MFRS 118 Revenue, IC Interpretation (IC
Int) 13 Customer Loyalty Programmes, IC Int 15 Agreements for Construction of Real Estate, IC Int 18 Transfers
of Assets from Customers and IC Int 131 Revenue Barter Transactions Involving Advertising Services. Upon
adoption of MFRS 15, it is expected that the timing of revenue recognition might be different as compared with
the current practices.

WORLDWIDE DOMINATION 45
NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

2. BASIS OF PREPARATION (CONTD)


2.4 Standards Issued but Not yet Effective (Contd)

MFRS 15 Revenue from Contracts with Customers (Contd)

The adoption of MFRS 15 will result in a change in accounting policy. The Group is currently assessing the financial
impact of adopting MFRS 15.

MFRS 16 Leases

The scope of MFRS 16 includes leases of all assets, with certain exceptions. A lease is defined as a contract, or
part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for
consideration.

MFRS 16 requires lessees to account for all leases under a single on-balance sheet model in a similar way to finance
leases under MFRS 117. The standard includes two recognition exemptions for lessees leases of low-value
assets (e.g., personal computers) and short-term leases (e.g., leases with a lease term of 12 months or less). At the
commencement date of a lease, a lessee will recognise a liability to make lease payments (e.g., the lease liability)
and an asset representing the right to use the underlying asset during the lease term (e.g., the right-of-use asset).

Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation
expense on the right-of-use asset. Lessees will be required to remeasure the lease liability upon the occurrence
of certain events (e.g., a change in the lease term, a change in future lease payments resulting from a change
in an index or rate used to determine those payments). The lessees will generally recognise the amount of the
remeasurement of the lease liability as an adjustment to the right-of-use asset.

Lessor accounting is substantially unchanged from todays accounting under MFRS 117. Lessors will continue to
classify all leases using the same classification principle in MFRS 117 and distinguish between two types of leases:
operating and finance leases.

Either a full or modified retrospective application is required for annual periods beginning on or after 1 January
2019 with early adoption permitted. The Group and the Company are currently assessing the financial impact of
adopting MFRS 16.

2.5 Significant Accounting Estimates and Judgements

The preparation of financial statements requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised and in any future periods affected.

2.5.1 Judgements made in applying accounting policies

There are no significant areas of critical judgement in applying accounting policies that have any significant
effect on the amount recognised in the financial statements.

46 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

2. BASIS OF PREPARATION (CONTD)


2.5 Significant Accounting Estimates and Judgements (Contd)

2.5.2 Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the end of
the reporting period 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:

(i) Useful lives of depreciable assets

The cost of plant and machinery for the manufacturing of fastening and wire products is depreciated
on a straight line basis over their estimated useful lives. Management estimates the useful lives of
these plant and machinery to be within 5 to 17 years. These are common life expectancies applied in
the fastening and wire products industry. Changes in the expected level of usage and technological
developments could impact the economic useful lives and residual values of these plant and machinery.
Therefore, future depreciation charges could be revised.

(ii) Impairment of plant and equipment

The Group performs an impairment review as and when there are impairment indicators to ensure
that the carrying value of the plant and equipment does not exceed its recoverable amount. The
recoverable amount represents the present value of the estimated future cash flows expected to arise
from continuing operations. Therefore, in arriving at the recoverable amount, management exercises
judgement in estimating the future cash flows, growth rate and discount rate.

(iii) Inventories

The management reviews for slow-moving and obsolete inventories. This review requires judgements
and estimates. Possible changes in these estimates could result in revision to the valuation of
inventories.

(iv) Impairment of loans and receivables

The Group assesses at the end of each reporting period whether there is any objective evidence that
a financial asset is impaired. To determine whether there is objective evidence of impairment, the
Group considers factors such as the probability of insolvency or significant financial difficulties of the
debtor and default or significant delay in payments.

Where there is objective evidence of impairment, the amount and timing of future cash flows are
estimated based on historical loss experience of assets with similar credit risk characteristics. In
addition, the local subsidiaries have made collective impairment of 1% as described in Note 3.7.

3. SIGNIFICANT ACCOUNTING POLICIES


The following accounting policies adopted by the Group and by the Company are consistent with those adopted in the
previous financial years unless otherwise indicated below:

3.1 Basis of Consolidation

(i) Subsidiaries

Subsidiaries are entities, including unincorporated entities, controlled by the Company. The financial
statements of subsidiaries are included in the consolidated financial statements from the date that control
commences until the date that control ceases.

WORLDWIDE DOMINATION 47
NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTD)


3.1 Basis of Consolidation (Contd)

(i) Subsidiaries (Contd)

The Group controls an entity when it is exposed, 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. Potential voting rights
are considered when assessing control only when such rights are substantive. The Group also considers it
has de facto power over an investee when, despite not having the majority of voting rights, it has the current
ability to direct the activities of the investee that significantly affect the investees return.

Investment in subsidiaries is measured in the Companys statement of financial position at cost less any
impairment losses, unless the investment is classified as held for sale or distribution. The cost of investments
includes transaction costs.

Upon disposal of investment in a subsidiary, the difference between the net disposal proceeds and its carrying
amount is recognised in profit or loss.

(ii) Business combination

Business combinations are accounted for using the acquisition method from the acquisition date, which is the
date on which control is transferred to the Group.

For new acquisitions, the Group measures the cost of goodwill at the acquisition date as:

the fair value of the consideration transferred, plus


the recognised amount of any non-controlling interest in the acquiree, plus
if the business combination is achieved in stages, the fair value of the existing equity interest in the
acquiree, less
the net recognised amount at fair value of the identifiable assets acquired and liabilities assumed.

When the excess is negative, a bargain purchase gain is recognised in profit or loss.

For each business combination, the Group elects whether to recognise non-controlling interest in the
acquiree either at fair value, or at the proportionate share of the acquirees identifiable net assets at the
acquisition date.

Transaction costs, other than those associated with the issue of debt or equity securities, that the Group
incurs in connection with a business combination are expensed as incurred.

(iii) Acquisitions of non-controlling interests

The Group treats all changes in its ownership interest in a subsidiary that do not result in a loss of control as
equity transactions between the Group and its non-controlling interest holders. Any difference between the
Groups share of net assets before and after the change, and any consideration received or paid, is adjusted
to or against Group reserve.

(iv) Loss of control

Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the subsidiary,
any non-controlling interests and the other components of equity related to the former subsidiary from the
consolidated statement of financial position. Any surplus or deficit arising on the loss of control is recognised
in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at
fair value at the date that control is lost. Subsequently it is accounted for as an equity accounted investee or
as an available-forsale financial asset depending on the level of influence retained.

48 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTD)


3.1 Basis of Consolidation (Contd)

(v) Non-controlling interests

Non-controlling interests at the end of the reporting period, being the equity in a subsidiary not attributable
directly or indirectly to the equity holders of the Company, are presented in the consolidated statement of
financial position and statement of changes in equity within equity, separately from equity attributable to the
owners of the Company. Non-controlling interests in the results of the Group is presented in the consolidated
statement of comprehensive income as an allocation of the profit or loss and the comprehensive income for
the year between non-controlling interests and owners of the Company.

Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests
even if doing so causes the non-controlling interests to have a deficit balance.

(vi) Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra group
transactions, are eliminated in preparing the consolidated financial statements.

3.2 Property, Plant and Equipment



Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment
losses.

Property, plant and equipment are depreciated on the straight line method to write off the cost of each asset to its
residual value over its estimated useful life at the following annual rates:

Leasehold land Amortise over lease periods


Buildings 1.9% - 10%
Plant and machinery 6% - 20%
Tools and implements 6% - 20%
Office equipment 8.33% - 20%
Furniture and fittings 10% - 20%
Electrical installation 10% - 20%
Motor vehicles 10% - 20%

Freehold land is not amortised as it has an infinite life.

Depreciation on capital expenditure in progress commences when the assets are ready for their intended use.

The residual value, useful life and depreciation method are reviewed at the end of each reporting period to ensure
that the amount, method and period of depreciation are consistent with previous estimates and the expected
pattern of consumption of the future economic benefits embodied in the items of property, plant and equipment.

Upon the disposal of an item of property, plant and equipment, the difference between the net disposal proceeds
and its carrying amount is recognised in profit or loss.

3.3 Investment Properties



Investment properties are properties which are held either to earn rental income or for capital appreciation or
for both. Such properties are measured initially at cost. Initial cost comprises purchase price and any directly
attributable expenditure for a purchased investment property.

Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and any
accumulated impairment losses.

Freehold land is not amortised as it has an infinite life. Buildings are depreciated on the straight line method to
write off the cost to their residual values over their estimated useful lives at 2% per annum.

WORLDWIDE DOMINATION 49
NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTD)


3.3 Investment Properties (Contd)

Investment properties are derecognised when either they have been disposed of or when the investment property
is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or
losses on the retirement or disposal of an investment property are recognised in profit or loss in the year in which
they arise.

3.4 Leases

The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement
at the inception date, whether fulfilment of the arrangement is dependent on the use of a specific asset or asset
or the arrangement conveys a right to use the asset, even if that right is not explicitly specific in an arrangement.

Finance lease

A finance lease which includes hire purchase arrangement, is a lease that transfers substantially all the risks and
rewards incidental to ownership of an asset to the lessee. Title may or may not eventually be transferred.

Minimum lease payments made under finance leases are apportioned between finance charges and reduction
of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance
charges are recognised in finance costs in the profit or loss. Contingent lease payments are accounted for by
revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confirmed.

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that
the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the
estimated useful life of the asset and the lease term.

Leasehold land which in substance is a finance lease is classified as property, plant and equipment.

Operating leases

Leases where the Group does not assume substantially all the risks and rewards of ownership are classified as
operating leases and, except for property interest held under operating lease, the leased assets are not recognised
on the statement of financial position. Property interest held under an operating lease, which is held to earn rental
income or for capital appreciation or both, is classified as investment property.

Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of
the lease. Lease incentives received are recognised in profit or loss as an integral part of the total lease expense,
over the term of the lease. Contingent rentals are charged to profit or loss in the reporting period in which they are
incurred.

Leasehold land which in substance is an operating lease is classified as prepaid land lease payments.

3.5 Impairment of Non-Financial Assets

The carrying amounts of non-financial assets (except for inventories) are reviewed at the end of each reporting
period to determine whether there is any indication of impairment. If any such indication exists, then the assets
recoverable amount is estimated.

For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates
cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating
units (CGU).

The recoverable amount of an asset of CGU is the greater of its value in use and its fair value less costs of disposal.
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 CGU.

50 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTD)


3.5 Impairment of Non-Financial Assets (Contd)

An impairment loss is recognised in profit or loss if the carrying amount of an asset or its related CGU exceeds its
estimated recoverable amount.

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 had 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 assets carrying amount does not exceed the carrying amount that would
have been determined, net of depreciation or amortisation, if no impairment loss has been recognised. Reversals
of impairment losses are credited to profit or loss in the financial year in which the reversals are recognised.

3.6 Financial Instruments

3.6.1 Initial recognition and measurement

A financial asset or a financial liability is recognised in the statement of financial position when, and only
when, the Group or the Company becomes a party to the contractual provisions of the instrument.

A financial instrument is recognised initially, at its fair value plus, in the case of a financial instrument not at
fair value through profit or loss, transactions costs that are directly attributable to the acquisition or issue of
the financial instrument.

An embedded derivative is recognised separately from the host contract and accounted for as a derivative
if, and only if, it is not closely related to the economic characteristics and risks of the host contract and
the host contract is not categorised at fair value through profit or loss. The host contract, in the event an
embedded derivative is recognised separately, is accounted for in accordance with policy applicable to the
nature of the host contract.

3.6.2 Financial instrument categories and subsequent measurement

The Group and the Company categorise financial instruments as follows:

Financial assets

(i) Loans and receivables

Loans and receivables category comprises debt instruments that are not quoted in an active market.

Financial assets categorised as loans and receivables are subsequently measured at amortised cost
using the effective interest method.

Loans and receivables are classified as current assets, except for those having maturity dates later
than 12 months after the end of the reporting period which are classified as non-current.

(ii) Available-for-sale financial assets

Available-for-sale category comprises investment in equity and debt securities instruments that are
not held for trading. The Groups available-for-sale financial assets consist of golf club membership.

Investments in equity instruments that do not have a quoted market price in an active market and
whose fair value cannot be reliably measured are measured at cost. Other financial assets categorised
as available-for-sale are subsequently measured at their fair values with the gain or loss recognised
in other comprehensive income, except for impairment losses, foreign exchange gains and losses
arising from monetary items and gains and losses of hedged items attributable to hedge risks of
fair value hedges which are recognised in profit or loss. On derecognition, the cumulative gain or
loss recognised in other comprehensive income is reclassified from equity into profit or loss. Interest
calculated for a debt instrument using the effective interest method is recognised in profit or loss.

WORLDWIDE DOMINATION 51
NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTD)


3.6 Financial Instruments (Contd)

3.6.2 Financial instrument categories and subsequent measurement (Contd)

Financial assets (Contd)

(iii) 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. The derivatives entered into by the Group include forward foreign exchange contracts.

These financial assets are subsequently measured at their fair values with the gain or loss recognised
in profit or loss.

Derivatives are classified as current assets, except for those having maturity dates later than 12 months
after the end of the reporting period which are classified as non-current.

All financial assets, except for those measured at fair value through profit or loss, are subject to review for
impairment.

Financial liabilities

All financial liabilities are subsequently measured at amortised cost other than financial liabilities categorised
as fair value through profit or loss.

Fair value through profit or loss category comprises financial liabilities that are derivatives (except for a
derivative that is a financial guarantee contract) or financial liabilities that are specifically designated into
this category upon initial recognition. The derivatives entered into by the Group include forward foreign
exchange contracts.

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

Financial liabilities are classified as current liabilities, except for those having maturity dates later than 12
months after the end of the reporting period which are classified as non-current.

3.6.3 Financial guarantee contracts

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse
the holder for a loss it incurs because a specified debtor fails to make payment when due.

Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction costs.
Subsequent to initial recognition, financial guarantee contracts are recognised as income in statement
of comprehensive income over the period of the guarantee. If the debtor fails to make payment relating
to financial guarantee contract when it is due and the Group, as the issuer, is required to reimburse the
holder for the associated loss, the liability is measured at the higher of the best estimate of the expenditure
required to settle the present obligation at the reporting date and the amount initially recognised less
cumulative amortisation.

3.6.4 Offsetting of financial instrument

Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial
position if, and only if, there is currently a legally enforceable right to offset the recognised amounts and
there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.

52 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTD)


3.6 Financial Instruments (Contd)

3.6.5 Derecognition

A financial asset or part of it is derecognised, when and only when the contractual rights to the cash flows
from the financial asset expire or the financial asset is transferred to another party without retaining control
or substantially all risks and rewards of the asset. On derecognition of a financial asset, the difference
between the carrying amount and the sum of the consideration received (including any new asset obtained
less any new liability assumed) and any cumulative gain or loss that had been recognised in equity is
recognised in the profit or loss.

A financial liability or a part of it is derecognised when, and only when, the obligation specified in the
contract is discharged or cancelled or expired. On derecognition of a financial liability, the difference
between the carrying amount of the financial liability extinguished or transferred to another party and the
consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit
or loss.

3.7 Impairment of Financial Assets

All financial assets (except for investment in subsidiaries and financial assets categorised as fair value through profit
or loss) are assessed at the end of each reporting period whether there is any objective evidence of impairment as
a result of one or more events having an impact on the estimated future cash flows of the asset. Losses expected
as a result of future events, no matter how likely, are not recognised. For an investment in an equity investment, a
significant or prolonged decline in the fair value below its cost is an objective evidence of impairment.

An impairment loss in respect of loans and receivables is recognised in profit or loss and is measured as the
difference between the assets carrying amount and the present value of estimated future cash flows discounted
at the assets original effective interest rate. The carrying amount of the asset is reduced through the use of an
allowance account.

In addition, a collective impairment of 1% is provided for by the local subsidiaries based on the past due aging of
respective receivables after deducting bad debts and specific impairment.

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 assets acquisition cost (net of any principal repayment and amortisation) and the
assets 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.

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.

3.8 Cash and Cash Equivalents

Cash and cash equivalents comprise cash at bank and on hand, demand deposits and short term highly liquid
investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of
changes in value, against which bank overdraft balances, if any, are deducted.

3.9 Inventories

Inventories are stated at the lower of cost and net realisable value.

Cost of raw materials, indirect materials and trading goods is determined on a weighted average basis and
comprises the original cost of purchases plus the cost of bringing the inventories to their present location and
condition.

The cost of finished goods and work-in-progress includes raw materials, direct labour and a proportion of
manufacturing overheads and is determined on the weighted average basis.

WORLDWIDE DOMINATION 53
NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTD)


3.9 Inventories (Contd)

Net realisable value represents the estimated selling price in the ordinary course of business less the estimated
costs of completion and the estimated costs necessary to make the sale.

3.10 Provisions

Provisions 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 the end of each
reporting period 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.

3.11 Income Recognition

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

(i) Revenue from sale of goods is recognised when the significant risks and rewards of ownership have been
transferred to the buyer.

(ii) Dividend income is recognised when the Groups right to receive payment is established.

(iii) Interest income is recognised on a time proportion basis using the applicable effective interest rate.

(iv) Rental income is recognised on a time proportion basis over the lease term.

3.12 Employee Benefits

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

Defined contribution plans

As required by law, companies in Malaysia make contributions to the national pension scheme, the Employees
Provident Fund (EPF). Such contributions are recognised as an expense as incurred.

Retirement benefits

Prior to 1 January 2013, the Group operates an unfunded retirement benefits plan under a Collective Agreement
made between the Metal Industry Employees Union and certain subsidiaries in Malaysia, whereby an eligible
employee upon attaining the retirement age shall be paid retirement benefits of 20 days wages based on the
last drawn salary for each completed year of service provided the employee had completed more than 5 years of
continuous service with the Group.

In addition, the Group may consider at its absolute discretion to extend this benefit to non-eligible employees upon
their retirement based on the same terms and conditions as provided for under the said Collective Agreement.

The Groups obligations under this plan are determined internally based on certain actuarial assumptions where
the amount of benefits that employees have earned in return for their services rendered is estimated. Benefits are
discounted using the Projected Unit Method in order to determine their present values. Based on this assumption,
the directors are of the opinion that the present value of the benefits will not be materially different from the
amount of provision made in the financial statements.

54 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTD)


3.12 Employee Benefits (Contd)

Retirement benefits (Contd)

However, effective 1 January 2013, this retirement benefits scheme was superseded upon renewal of the Collective
Agreement with the Metal Industry Employees Union, of which the revised terms and conditions are disclosed in
Note 20 to the financial statements.

3.13 Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are
capitalised during the period of time that is necessary to complete and prepare the asset for its intended use or
sale. Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended use or
sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs are capitalised until
the assets are substantially completed for their intended use or sale.

Other borrowing costs are expensed as expenses in the period in which they are incurred. Borrowing costs consist
of interest and other costs that the Group incurred in connection with the borrowing of funds.

3.14 Income Tax

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or
loss except to the extent that it relates to a business combination or items recognised directly in equity or other
comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the financial 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 years.

Deferred tax is recognised using the liability method, providing for temporary differences between the carrying
amounts of assets and liabilities in the statement of financial position and their tax bases. Deferred tax is not
recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of
assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor
taxable profit or loss. Deferred tax is measured at the tax rates that are expected to be applied to the temporary
differences when they reverse, based on the laws that have been enacted or substantively enacted by the end of
the reporting period.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and
assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different
tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities
will be realised simultaneously.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available
against which the temporary difference can be utilised. Deferred tax assets are reviewed at the end of each
reporting period and are reduced to the extent that it is no longer probable that the related tax benefit will be
realised.

Unutilised reinvestment allowance and investment tax allowance, being tax incentives that is not a tax base of an
asset, is recognised as a deferred tax asset to the extent that it is probable that the future taxable profits will be
available against which the unutilised tax incentive can be utilised.

3.15 Goods and Services Tax



Goods and Services Tax (GST) is a consumption tax based on the value-added concept. GST is imposed on
goods and services at every production and distribution stage in the supply chain including importation of goods
and services, at the applicable tax rate of 6%. Input tax that a company pays on business purchases is offset against
output tax.

WORLDWIDE DOMINATION 55
NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTD)


3.15 Goods and Services Tax (Contd)

Revenue, expenses and assets are recognised net of GST except:

where the GST incurred in a purchase of asset or service is not recoverable from the authority, in which
case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as
applicable; and

receivables and payables that are stated with GST inclusive.

The net GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables
in the statements of financial position.

3.16 Foreign Currency

Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of the Group entities at
exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are translated
to the functional currency at the exchange rate at that date.

Non-monetary assets and liabilities measured at historical cost in a foreign currency at the end of the reporting
period are translated to the functional currency at the exchange rate at the date of the transaction except for those
measured at fair value shall be translated at the exchange rate at the date when the fair value was determined.

Exchange differences arising from the settlement of foreign currency transactions and from the translation of
foreign currency monetary assets and liabilities are recognised in profit or loss.

Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit or
loss for the period except for the differences arising on the translation of non-monetary items in respect of which
gains or losses are recognised directly in other comprehensive income.

Foreign operations

The assets and liabilities of foreign operations are translated to RM at exchange rates at the end of the reporting
period. The income and expenses of foreign operations are translated to RM at exchange rates at the dates of the
transactions.

Exchange differences are recognised in other comprehensive income and accumulated in the foreign translation
reserve (FTR) in equity. However, if the operation is a non-wholly owned subsidiary, then the relevant proportionate
share of the translation difference is allocated to the non-controlling interests. When a foreign operation is disposed
of such that control, the significant influence or joint control is lost, the cumulative amount in the FTR related to the
foreign operation is reclassified to profit or loss as part of the profit or loss on disposal.

When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation, the relevant
proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only
part of its investment in an associate or joint venture that includes a foreign operation while retaining significant
influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

In the consolidated financial statements, when settlement of a monetary item receivable from or payable to
a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses
arising from such a monetary item are considered to form part of a net investment in a foreign operation and are
recognised in other comprehensive income, and are presented in the FTR in equity.

56 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTD)


3.17 Share Capital, Share Issuance Expenses and Dividends

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting
all of its liabilities. Ordinary shares are equity instruments.

Share capital represents the nominal value of shares that have been issued.

Dividends on ordinary shares are accounted for in shareholders equity as an appropriation of retained profits and
recognised as a liability in the period in which they are declared.

Share premium includes any premiums received upon issuance of share capital. Any transaction costs associated
with the issuing of shares are deducted from share premium, net of any related income tax benefits.

Costs directly attributable to the issuance of instruments classified as equity are recognised as a deduction from
equity.

3.18 Segment Reporting

An operating segment is a component of the Group that engages in business activities from which it may earn
revenue and incur expenses, including revenues and expenses that relate to transactions with any of the Groups
other components. An operating segments operating results are reviewed regularly by the chief operating
decision maker, which in this case are the Executive Directors of the Group, to make decisions about resources to
be allocated to the segment and assess its performance, and for which discrete financial information is available.

3.19 Contingencies

Where it is not probable that an inflow or an outflow of economic benefits will be required, or the amount cannot
be estimated reliably, the asset or the obligation is not recognised in the statements of financial position and is
disclosed as a contingent asset or contingent liability, unless the probability of inflow or outflow of economic
benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-
occurrence of one or more future events, are also disclosed as contingent assets or contingent liabilities unless the
probability of inflow or outflow of economic benefits is remote.

3.20 Related Parties

A related party is a person or entity that is related to the Group. A related party transaction is a transfer of resources,
services or obligations between the Group and its related party, regardless of whether a price is charged.

(a) A person or a close member of that persons family is related to the Group if that person:

(i) Has control or joint control over the Group;


(ii) Has significant influence over the Group; or
(iii) Is a member of the key management personnel of the Group.

(b) An entity is related to the Group if any of the following conditions applies:

(i) The entity and the Group are members of the same group.
(ii) The entity is an associate or joint venture of the other entity.
(iii) Both entities are joint ventures of the same third party.
(iv) The entity is a joint venture of a third entity and the other entity is an associate of the third entity.
(iv) The entity is a post-employment benefit plan for the benefits of employees of either the Group or an
entity related to the Group.
(v) The entity is controlled or jointly-controlled by a person identified in (a) above.
(vi) A person identified in (a)(i) above has significant influence over the Group or is a member of the key
management personnel of the Group.
(viii) The entity, or any member of a group when it is a part, provides key management personnel services
to the Group or to the parent of the Group.

WORLDWIDE DOMINATION 57
58
4. PROPERTY, PLANT AND EQUIPMENT
(Contd)
Foreign
Balance at currency Balance
beginning Additions Disposals Written off Reclassification translation at end
30 June 2016

RM RM RM RM RM RM RM

GROUP

Annual Report 2016


2016

At cost
Freehold land 434,396 434,396
Leasehold land 31,500,337 501,083 32,001,420
Buildings 111,382,476 83,229 1,730,957 113,196,662
Plant and machinery 226,301,604 2,894,417 (1,122,857) 4,069,442 232,142,606
Tools and implements 20,210,586 220,460 (97,531) 27,811 417,540 20,778,866
Office equipment 6,910,710 1,434,495 (15,450) 20,577 8,350,332
Furniture and fittings 523,252 523,252
Electrical installation 2,548,627 2,548,627
NOTES TO THE FINANCIAL STATEMENTS

Motor vehicles 3,979,163 581,468 (573,000) 45,237 4,032,868

CHIN WELL HOLDINGS BERHAD (371551-T)


Capital expenditure in progress 719,978 3,411,979 (27,811) 6,051 4,110,197

404,511,129 8,626,048 (573,000) (1,235,838) 6,790,887 418,119,226


4. PROPERTY, PLANT AND EQUIPMENT (CONTD)
(Contd)
Foreign
Balance at Current currency Balance
beginning charge Disposals Written off Reclassification translation at end
30 June 2016

RM RM RM RM RM RM RM

GROUP (CONTD)

2016

Accumulated depreciation
Freehold land
Leasehold land 7,389,361 664,492 96,697 8,150,550
Buildings 35,419,392 2,945,126 324,286 38,688,804
Plant and machinery 175,045,873 13,706,091 (1,078,824) 2,487,587 190,160,727
Tools and implements 16,915,502 1,088,290 (97,531) 332,886 18,239,147
Office equipment 3,583,878 1,008,714 (15,450) 24,343 4,601,485
Furniture and fittings 490,665 8,037 498,702
Electrical installation 2,517,926 21,716 2,539,642
NOTES TO THE FINANCIAL STATEMENTS

Motor vehicles 2,474,388 369,469 (573,000) 11,570 2,282,427


Capital expenditure in progress

243,836,985 19,811,935 (573,000) (1,191,805) 3,277,369 265,161,484

Carrying
amount
RM

Freehold land 434,396


Leasehold land 23,850,870
Buildings 74,507,858
Plant and machinery 41,981,879
Tools and implements 2,539,719
Office equipment 3,748,847
Furniture and fittings 24,550
Electrical installation 8,985
Motor vehicles 1,750,441

WORLDWIDE DOMINATION
Capital expenditure in progress 4,110,197

59
152,957,742
60
4. PROPERTY, PLANT AND EQUIPMENT (CONTD)
(Contd)
Foreign
Balance at currency Balance
beginning Additions Disposals Written off Reclassification translation at end
30 June 2016

RM RM RM RM RM RM RM

GROUP (CONTD)

Annual Report 2016


2015

At cost
Freehold land 434,396 434,396
Leasehold land 29,802,238 1,698,099 31,500,337
Buildings 102,956,377 2,702,393 5,723,706 111,382,476
Plant and machinery 207,041,990 5,907,624 (95,737) (175,346) 13,623,073 226,301,604
Tools and implements 17,710,661 1,090,263 1,409,662 20,210,586
Office equipment 3,283,956 1,294,440 2,182,273 150,041 6,910,710
Furniture and fittings 523,252 523,252
Electrical installation 2,548,627 2,548,627
NOTES TO THE FINANCIAL STATEMENTS

Motor vehicles 3,491,037 1,054,575 (702,126) 135,677 3,979,163

CHIN WELL HOLDINGS BERHAD (371551-T)


Capital expenditure in progress 2,182,273 671,172 (2,182,273) 48,806 719,978

369,974,807 12,720,467 (797,863) (175,346) 22,789,064 404,511,129


4. PROPERTY, PLANT AND EQUIPMENT (CONTD)
(Contd)
Foreign
Balance at Current currency Balance
beginning charge Disposals Written off Reclassification translation at end
30 June 2016

RM RM RM RM RM RM RM

GROUP (CONTD)

2015

Accumulated depreciation
Freehold land
Leasehold land 6,427,376 626,210 335,775 7,389,361
Buildings 31,736,539 2,530,593 1,152,261 35,419,393
Plant and machinery 153,325,237 13,134,161 (65,913) (53,950) 8,706,338 175,045,873
Tools and implements 14,803,979 961,182 1,150,340 16,915,501
Office equipment 2,726,576 763,145 94,157 3,583,878
Furniture and fittings 482,511 8,154 490,665
Electrical installation 2,481,933 35,993 2,517,926
NOTES TO THE FINANCIAL STATEMENTS

Motor vehicles 2,770,121 322,704 (679,076) 60,639 2,474,388


Capital expenditure in progress

214,754,272 18,382,142 (744,989) (53,950) 11,499,510 243,836,985

Carrying
amount
RM

Freehold land 434,396


Leasehold land 24,110,976
Buildings 75,963,083
Plant and machinery 51,255,731
Tools and implements 3,295,085
Office equipment 3,326,832
Furniture and fittings 32,587
Electrical installation 30,701
Motor vehicles 1,504,775

WORLDWIDE DOMINATION
Capital expenditure in progress 719,978

61
160,674,144
NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

4. PROPERTY, PLANT AND EQUIPMENT (CONTD)


COMPANY

Office equipment
2016 2015
RM RM

At cost 1,600 1,600

Accumulated depreciation 1,599 1,599

Carrying amount 1 1

5. INVESTMENT PROPERTIES

Freehold
land Buildings Total
RM RM RM

2016

At cost 2,656,055 3,365,111 6,021,166

Accumulated depreciation
Balance at beginning 961,479 961,479
Current charge 67,303 67,303

Balance at end 1,028,782 1,028,782

Carrying amount 2,656,055 2,336,329 4,992,384

2015

At cost 2,656,055 3,365,111 6,021,166

Accumulated depreciation
Balance at beginning 894,176 894,176
Current charge 67,303 67,303

Balance at end 961,479 961,479

Carrying amount 2,656,055 2,403,632 5,059,687

62 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

5. INVESTMENT PROPERTIES (CONTD)


(i) The above investment properties are held to earn rental income.

(ii) The following are recognised in profit or loss in respect of investment properties:

GROUP
2016 2015
RM RM

Rental income from rental generating properties 366,000 318,000


Direct operating expenses arising from rental generating properties,
including depreciation 114,276 114,276

(iii) For fair value measurement of the freehold land and buildings, refer Note 34.2 to the financial statements.

6. INVESTMENT IN SUBSIDIARIES

COMPANY
2016 2015
RM RM

Unquoted shares, at cost 221,551,296 221,551,296


Redeemable non-cumulative preference shares 41,500,000 41,500,000

263,051,296 263,051,296

The details of the subsidiaries, all of which are incorporated in Malaysia, except where indicated are as follows:

Effective Equity
Interest
Name of Subsidiaries 2016 2015 Principal Activities
% %

Chin Well Fasteners Co Sdn. Bhd. 100 100 Manufacturing of screw, nuts, bolts and other
fastening products and provision of warehousing
services.

Chin Well Service Centre Sdn. Bhd. 100 100 Trading in screws, nuts, bolts and other fastening
products.

Chin Herr Industries (M) Sdn. Bhd. 100 100 Manufacturing of precision galvanised wire,
annealing wire, bright wire, hard drawn wire, PVC
wire, bent round bar and grill mesh.

* Chin Well Fasteners (Vietnam) Co., Ltd. 100 100 Manufacturing of screws, nuts, bolts and other
(Incorporated in Vietnam) fastening products.

# Asia Angel Holdings Limited (Incorporated 100 100 Investment holding.


in British Virgin Island)

* Audited by member firm of Grant Thornton International Ltd.


# Not required to be audited in the country of incorporation. The directors have consolidated the results of this
subsidiary based on its management accounts which have been audited by Grant Thornton for consolidation
purpose.

WORLDWIDE DOMINATION 63
NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

7. OTHER INVESTMENT

GROUP
2016 2015
RM RM

Available-for-sale financial assets:

Transferrable golf club membership, at cost

Balance at beginning 165,527 143,575


Foreign exchange translation 6,478 21,952

Balance at end 172,005 165,527

8. INVENTORIES

GROUP
2016 2015
RM RM

Raw materials 70,302,401 61,633,111


Work-in-progress 19,543,673 20,511,264
Finished goods 88,846,717 101,161,928
Trading goods 459,522 569,278
Indirect materials 9,581,458 29,342,774
Goods-in-transit 6,695,895 61,006

195,429,666 213,279,361

Recognised in profit or loss:

2016 2015
RM RM

Inventories recognised as cost of sales 391,224,670 411,097,671

Inventories written off 8,857,230 4,504,946

64 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

9. TRADE RECEIVABLES

GROUP
2016 2015
RM RM

Total amount 108,961,041 115,334,720

Less: Allowance for impairment


Balance at beginning (365,854) (322,213)
Current charge (43,641)
Reversal 64,003

Balance at end (301,851) (365,854)

108,659,190 114,968,866

The currency profile of trade receivables is as follows:

GROUP
2016 2015
RM RM

Ringgit Malaysia 46,198,364 40,358,459


US Dollar 50,809,540 59,171,491
Euro 9,526,902 13,608,027
Vietnam Dong 2,089,275 1,569,145
Australian Dollar 246,443
Singapore Dollar 35,109 15,301

108,659,190 114,968,866

The trade receivables are non-interest bearing and are generally on 30 to 120 days (2015: 30 to 120 days) credit terms.
They are recognised at their original invoice amounts which represent their fair values on initial recognition.

10. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

GROUP COMPANY
2016 2015 2016 2015
RM RM RM RM

Other receivables 2,343,636 5,877,120


Less: Impairment losses
Balance at beginning (24,470) (24,470)
Reversal 24,470 24,470

Balance at end

Balance carried forward 2,343,636 5,877,120

WORLDWIDE DOMINATION 65
NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

10. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS (CONTD)

GROUP COMPANY
2016 2015 2016 2015
RM RM RM RM

Balance brought forward 2,343,636 5,877,120

Refundable deposits 193,128 142,401 4,500 4,500


Non-refundable deposits 2,465,400 1,486,541
Prepayments 6,923,624 12,063,079
GST receivables 1,637,675 212,985

13,563,463 19,782,126 4,500 4,500

The currency profile of other receivables, deposits and prepayments is as follows:

GROUP COMPANY
2016 2015 2016 2015
RM RM RM RM

Ringgit Malaysia 9,872,124 11,997,126 4,500 4,500


Vietnam Dong 2,428,270 7,783,126
US Dollar 1,263,069 1,874

13,563,463 19,782,126 4,500 4,500

Included in the Groups prepayments is an amount of RM6,077,992 (2015: RM11,193,816) being paid to suppliers as
down payment for purchase of raw materials.

11. DERIVATIVE FINANCIAL ASSETS


Derivatives held for trading at fair value through profit or loss is as follows:

GROUP
2016 2015
RM RM

Forward exchange contracts:


- Nominal value 12,384,939
- Assets 278,409

The currency profile of derivative financial assets is as follows:

GROUP
2016 2015
RM RM

US Dollar 189,688
Euro 88,721

278,409

Forward exchange contracts were used to manage the foreign currency exposure arising from the Groups sales and
purchases in prior year.

66 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

12. AMOUNT DUE FROM A SUBSIDIARY


This is in relation to the advances assigned from Asia Angel Holdings Limited (AA) to the Company upon acquisition
from the previous shareholders of AA during the previous financial year. It is unsecured, non-interest bearing and is
repayable on demand.

13. CASH AND BANK BALANCES

GROUP COMPANY
2016 2015 2016 2015
RM RM RM RM

Cash on hand and at bank 56,751,971 30,724,812 199,411 533,011


Deposits with licensed banks:
- fixed deposits 3,033,000
- short term placements 73,176,641 24,438,288 1,100,000

132,961,612 55,163,100 1,299,411 533,011

Included in the Groups fixed deposits is an amount of RM2,000,000 (2015: RM Nil) being placement with an Islamic
licensed bank which earn a profit ratio of 70 : 30 (Company : Banker).

The currency profile of cash and bank balances is as follows:

GROUP COMPANY
2016 2015 2016 2015
RM RM RM RM

Ringgit Malaysia 43,794,971 12,207,455 1,177,794 533,011


US Dollar 18,421,523 17,188,287 121,617
Euro 20,807,086 6,426,775
Vietnam Dong 49,836,450 19,329,505
Singapore Dollar 101,582 11,078

132,961,612 55,163,100 1,299,411 533,011

Short term placements represent investments in money market, repo and unit trusts. The average effective interest rates
per annum of the deposits with licensed banks (except for the placement with an Islamic licensed bank) as at the end of
the reporting period are as follows:

GROUP COMPANY
2016 2015 2016 2015
% % % %

Fixed deposit 4.50


Short term placements 0.04 to 5.80 1.80 to 7.00 2.50

WORLDWIDE DOMINATION 67
NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

14. SHARE CAPITAL

Number of ordinary shares


of RM0.50 each Amount
2016 2015 2016 2015
RM RM

Authorised 1,000,000,000 1,000,000,000 500,000,000 500,000,000

Issued and fully paid:


Balance at beginning 299,533,168 272,533,168 149,766,584 136,266,584
Issued pursuant to
acquisition of a subsidiary 27,000,000 13,500,000

Balance at end 299,533,168 299,533,168 149,766,584 149,766,584

During the last financial year, the Company increased its issued and paid-up capital from RM136,266,584 to RM149,766,584
by way of allotments of 27,000,000 new ordinary shares of RM0.50 each at an issue price of RM1.45 per share pursuant
to the acquisition of Asia Angel Holdings Limited as disclosed further in Note 36 to the financial statements.

15. FOREIGN TRANSLATION RESERVE


GROUP

This is in respect of foreign exchange differences on translation of the financial statements of the Groups foreign
subsidiaries.

16. RETAINED PROFITS



COMPANY

The franking of dividends of the Company is under the single tier system and therefore there is no restriction on the
Company to distribute dividends subject to the availability of retained profits.

17. DEFERRED TAX LIABILITIES

GROUP
2016 2015
RM RM

Balance at beginning 8,760,630 8,716,630


Transfer to profit or loss (331,500) (14,000)

8,429,130 8,702,630
Under provision in prior year 46,000 58,000

Balance at end 8,475,130 8,760,630

68 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

17. DEFERRED TAX LIABILITIES (CONTD)


The deferred tax liabilities are represented by taxable/(deductible) temporary differences arising from:

GROUP
2016 2015
RM RM

- Property, plant and equipment 8,548,130 9,067,630


- Provision for retirement benefits (219,000)
- Allowance for impairment (73,000) (88,000)

8,475,130 8,760,630

18. OTHER PAYABLES AND ACCRUALS

GROUP COMPANY
2016 2015 2016 2015
RM RM RM RM

Non-current liabilities
* Other payable 34,261,124 34,261,124
Less: Payable within next 12 months
included under current liabilities (15,000,000) (15,000,000)

19,261,124 19,261,124

Current liabilities
Other payables 22,573,543 18,436,140 20,001,344 15,001,344
Accruals 4,871,107 3,532,647 230,000 237,420
GST payables 241,492

27,686,142 21,968,787 20,231,344 15,238,764

Total 27,686,142 41,229,911 20,231,344 34,499,888

GROUP AND COMPANY

* This is in relation to the advances owing to the previous shareholders of Asia Angel Holdings Limited (AA) which
is assigned by AA to the Company upon acquisition of the said subsidiary during the last financial year.

The balance shall be paid in the following manner:

Payment timeframe Nominal Present


(from completion date of acquisition) value value
RM RM

At the end of 12 months 15,000,000 15,000,000


At the end of 24 months 20,000,000 19,261,124

Total 35,000,000 34,261,124

WORLDWIDE DOMINATION 69
NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

18. OTHER PAYABLES AND ACCRUALS (CONTD)


The currency profile of other payables and accruals is as follows:

GROUP COMPANY
2016 2015 2016 2015
RM RM RM RM

Ringgit Malaysia 25,483,671 39,046,155 20,231,344 34,499,888


US Dollar 607,664 567,773
Vietnam Dong 1,411,427 1,452,244
Euro 183,380 163,739

27,686,142 41,229,911 20,231,344 34,499,888

19. TRADE PAYABLES


The currency profile of trade payables is as follows:

GROUP
2016 2015
RM RM

Ringgit Malaysia 5,771,137 5,993,379


Vietnam Dong 8,943,200 9,741,217
US Dollar 2,058,725 2,460,649
Euro 14,953

16,773,062 18,210,198

The trade payables are non-interest bearing and are normally settled within 30 to 90 days (2015: 30 to 90 days) credit
terms.

20. PROVISION FOR RETIREMENT BENEFITS

GROUP
2016 2015
RM RM

Balance at beginning 913,712 1,837,393


Additions 14,636
Reversal due to resignation (9,923)
Benefits paid (913,712) (928,394)

Balance at end, due within one year 913,712

70 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

20. PROVISION FOR RETIREMENT BENEFITS (CONTD)


In the previous financial years, the Group has renewed its Collective Agreement signed with the Metal Industry Employees
Union. The revised terms and conditions are as below:

(a) The Group will contribute to the existing retirement benefits scheme only up to 31 December 2012.
(b) Effective from 1 January 2013, employees who have completed more than five (5) years of continuous service with
the Group will be entitled to an additional contribution of 2% on top of the employers statutory contribution of
12% or 13% to the EPF. This will supersede the previous retirement benefits scheme.
(c) The existing retirement benefits will be paid in the following manner:
(i) Employees who have three (3) years or less to attain the retirement age will be paid directly to the employees
concerned semi-annually over 6 instalments commencing July 2013.
(ii) The retirement benefits of employee with more than 3 years to attain the retirement age will be paid by
contribution of at least 50% of his/her retirement benefits amount to his/her EPF with the remaining balance being
paid directly to him/her. The payment will be made semi-annually over 6 instalments commencing July 2013.
(iii) Employee who is medically boarded out of service, deceased, retrenched or opt for optional retirement will
be paid directly to the employee or his/her legal beneficiary whatever balance amount that is still with the
Group.

21. BORROWINGS

GROUP
2016 2015
RM RM

Bankers acceptance 19,212,332


Onshore foreign currency loans 26,991,032 40,763,001
Short term loans 14,140,284 12,248,415

60,343,648 53,011,416

The currency profile of borrowings is as follows:

GROUP
2016 2015
RM RM

Ringgit Malaysia 19,212,332


US Dollar 41,131,316 53,011,416

60,343,648 53,011,416

The borrowings are secured by way of:

(i) Corporate guarantees of the Company and of a subsidiary, and


(ii) Negative pledge of the assets of certain subsidiaries.

The average effective interest rates per annum of the borrowings are as follows:

2016 2015
% %

Bankers acceptance 3.68 to 3.91


Onshore foreign currency loans 0.70 to 0.75 0.65 to 0.70
Short term loans 1.20 to 1.40 1.80 to 2.00

WORLDWIDE DOMINATION 71
NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

22. REVENUE

GROUP COMPANY
2016 2015 2016 2015
RM RM RM RM

Invoiced value of goods sold


less returns and discounts 508,134,234 502,420,132
Gross dividend income
received from subsidiaries 26,445,180 31,010,000

508,134,234 502,420,132 26,445,180 31,010,000

23. OTHER INCOME

GROUP COMPANY
2016 2015 2016 2015
RM RM RM RM

Credit effect on discounting


of non-current payable 738,876 738,876
Fair value gain on derivative
financial instruments 278,409
Gain on disposal of property,
plant and equipment 50,000 73,085
Interest income 1,398,577 1,096,994 12,759 5,030
Realised gain on foreign exchange 3,596,095
Rental income from investment properties 387,600 349,800
Reversal of impairment loss on receivables 44,024 24,470
Unrealised gain on foreign exchange 1,328,961
Others 6,875 24,636

5,483,171 3,890,761 12,759 768,376

24. FINANCE COSTS

GROUP COMPANY
2016 2015 2016 2015
RM RM RM RM

Interest expense of financial


liabilities at amortised cost:
- Bank overdraft 39,399 41,004
- Bankers acceptance 137,387
- LC charges 23,547 23,844
- Onshore foreign currency loans 207,112 267,315
- Reversal effect on discounting
of non-current payable 738,876 738,876
- Short term loans 98,658 501,455

1,244,979 833,618 738,876

72 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

25. PROFIT BEFORE TAX


This is arrived at:

GROUP COMPANY
2016 2015 2016 2015
RM RM RM RM

After charging:

Audit fee
- Companys auditors
- statutory audit 71,000 76,000 18,000 23,000
- other services 8,000 19,380 8,000 19,380
- Other auditors
- statutory audit 21,877 17,796
Bad debts 20,127
Depreciation on:
- Property, plant and equipment 19,811,935 18,382,142
- Investment properties 67,303 67,303
Directors remuneration
for non-executive directors
- fees 120,000 120,000 120,000 120,000
- emoluments 3,400 3,200 3,400 3,200
Fair value loss on derivative
financial instruments 278,409
Impairment loss on receivables (64,003) 19,171
Inventories written off 8,857,230 4,504,946
Property, plant and equipment written off 44,034 121,396
Realised loss on foreign exchange 139,323 199,051
Rental of forklift 316,326 266,250
* Staff costs 37,779,693 31,912,262 92,800 93,000
Unrealised loss on foreign exchange 93,165

GROUP COMPANY
2016 2015 2016 2015
RM RM RM RM

* Staff costs
- Salaries, bonus, wages and incentives 36,405,351 30,642,735 2,800 3,000
- EPF 1,189,558 1,085,018
- SOCSO 94,784 89,796
- Directors fee 90,000 90,000 90,000 90,000

37,779,693 31,907,549 92,800 93,000


- Provision for retirement benefits 4,713

37,779,693 31,912,262 92,800 93,000

WORLDWIDE DOMINATION 73
NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

25. PROFIT BEFORE TAX (CONTD)


Directors remuneration

Included in the staff costs of the Group and of the Company is directors remuneration as shown below:

GROUP COMPANY
2016 2015 2016 2015
RM RM RM RM

Executive directors of the Company:


Directors emoluments
- Salaries, bonus, allowance and incentive 2,993,897 2,784,649 2,800 3,000
- EPF 255,804 246,372

3,249,701 3,031,021 2,800 3,000


Directors fee 90,000 90,000 90,000 90,000

3,339,701 3,121,021 92,800 93,000


Benefits-in-kind 11,150 11,150

3,350,851 3,132,171 92,800 93,000


Executive directors of a subsidiary:
Directors emoluments
- Salaries, allowance and bonus 448,538 401,283

Total executive directors remuneration 3,799,389 3,533,454 92,800 93,000

26. TAX (EXPENSE)/INCOME

GROUP COMPANY
2016 2015 2016 2015
RM RM RM RM

Current tax:
Based on results for the financial year
- Malaysian income tax (9,000,000) (4,795,000) (3,000)
- Foreign tax (2,991,717) (2,787,896)

(11,991,717) (7,582,896) (3,000)


Deferred tax:
Relating to origination and reversal
of temporary differences
- Malaysian 331,500 14,000

(11,600,217) (7,568,896) (3,000)


Over/(Under) provision in prior year
- Current tax 274,254 (67,912) (1,245) 88
- Deferred tax (46,000) (58,000)

228,254 (125,912) (1,245) 88

(11,431,963) (7,694,808) (4,245) 88

74 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

26. TAX (EXPENSE)/INCOME (CONTD)


The reconciliation of the tax (expense)/income of the Group and of the Company is as follows:

GROUP COMPANY
2016 2015 2016 2015
RM RM RM RM

Profit before tax 74,801,080 57,146,952 25,212,859 31,091,797

Income tax at Malaysian statutory


tax rate of 24% (2015: 25%) (17,952,259) (14,286,738) (6,051,086) (7,772,949)
Effects of different tax rate in other country 6,812,695 6,312,384
Income not subject to tax 85,029 1,018,916 6,346,843 7,943,335
Double deduction of expenses
for tax purpose 3,400 2,731
Deferred tax movement not recognised 67,609
Expenses not deductible for tax purposes (676,691) (616,189) (298,757) (170,386)

(11,600,217) (7,568,896) (3,000)


Over/(Under) provision in prior year 228,254 (125,912) (1,245) 88

(11,431,963) (7,694,808) (4,245) 88

27. EARNINGS PER SHARE


GROUP

(a) Basic earnings per share

The basic earnings per share of the Group 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 as below:

2016 2015

Profit attributable to owners of theCompany (RM) 63,369,117 40,734,226

Weighted average number of ordinary shares of RM0.50 each 299,533,168 283,407,141

Basic earnings per share (sen) 21.16 14.37

(b) Diluted earnings per share

There is no diluted earnings per share as the Company does not have any convertible financial instruments as at
the end of the reporting period.

WORLDWIDE DOMINATION 75
NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

28. DIVIDENDS

GROUP
AND COMPANY
2016 2015
RM RM

In respect of financial year ended 30 June 2016:


- An interim single tier dividend of 4 sen per share 11,981,326

In respect of financial year ended 30 June 2015:


- An interim single tier dividend of 2 sen per share 5,990,633
- Second interim single tier dividend of 3.84 sen per share 11,502,074

In respect of financial year ended 30 June 2014:


- Second interim single tier dividend of 2.83 sen per share 7,712,688

23,483,400 13,703,321

On 25 August 2016, the Company has declared a second interim single tier dividend of 4.5 sen per share amounting to
RM13,478,993 in respect of financial year ended 30 June 2016, payable on 18 November 2016. The financial statements
for the current financial year do not reflect the second interim single tier dividend as it was declared subsequent to the
financial year end. Such dividend will be accounted for in equity as an appropriation of retained profits in the financial
year ending 30 June 2017.

29. SEGMENTAL INFORMATION



Segmental information is presented in respect of the Groups business and geographical segments.

The business segments are based on the Groups management and internal reporting structure. Inter-segment pricing is
determined based on negotiated terms.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be
allocated on a reasonable basis.

Business Segments

The Group comprises the following main business segments:

(1) Fastening products Manufacturing and trading of screws, nuts, bolts and other fastening products.

(2) Wire products Manufacturing of precision galvanized wire, annealing wire, bright wire, hard drawn
wire, PVC wire, bent round bar and grill mesh.

(3) Investment holding Investment holding.

76 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


29. SEGMENTAL INFORMATION (CONTD)
By business segment
(Contd)

Fastening Investment Adjustments


30 June 2016

products Wire products holding and Elimination Total


2016 2015 2016 2015 2016 2015 2016 2015 2016 2015
RM RM RM RM RM RM RM RM Note RM RM

Revenue:
External customers 415,995,420 420,038,954 92,138,814 82,381,178 508,134,234 502,420,132
Inter-segment 8,820 334 39,501,180 31,010,000 (39,501,180) (31,019,154) A
Total revenue 415,995,420 420,047,774 92,138,814 82,381,512 39,501,180 31,010,000 (39,501,180) (31,019,154) 508,134,234 502,420,132

Results:
Interest income 1,130,062 916,503 255,756 175,461 12,759 5,030 1,398,577 1,096,994
Interest expenses (399,781) (692,473) (106,322) (141,145) (506,103) (833,618)
Depreciation (17,543,690) (16,053,428) (2,335,548) (2,396,017) (19,879,238) (18,449,445)
Other non-cash
(expenses)/income (9,176,594) (2,519,490) 17,759 (494,878) (738,876) 763,346 B (9,897,711) (2,251,022)
Segment profit 67,439,113 54,129,298 8,594,141 2,935,857 38,269,006 31,091,797 (39,501,180) (31,010,000) 74,801,080 57,146,952
NOTES TO THE FINANCIAL STATEMENTS

Assets:
Additions to
non-current assets 6,368,569 10,553,346 2,257,479 2,167,121 C 8,626,048 12,720,467
Segment assets 519,404,141 485,853,425 93,059,729 85,613,543 314,657,540 358,430,627 (316,636,248) (358,741,116) 610,485,162 571,156,479

Segment liabilities 74,950,016 67,668,321 22,840,015 21,807,070 20,262,760 85,871,186 (3,283,516) (52,187,818) 114,769,275 123,158,759

WORLDWIDE DOMINATION
77
NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

29. SEGMENTAL INFORMATION (CONTD)


Notes to segment information:

A Inter-segment revenues are eliminated on consolidation.

B Other non-cash (expenses)/income consist of the following items:

2016 2015
RM RM

Bad debts (20,127)


Discounting effect of non-current payable 738,876
Fair value (loss)/gain on derivative financial instruments (278,409) 278,409
Gain on disposal of property, plant and equipment 50,000 73,085
Impairment loss reverse/(charge) on receivables 64,003 (19,171)
Inventories written off (8,857,230) (4,504,946)
Property, plant and equipment written off (44,034) (121,396)
Provision for retirement benefits (4,713)
(Reversal)/Credit effect on discounting of non-current payable (738,876) 738,876
Unrealised (loss)/gain on foreign exchange (93,165) 1,328,961

(9,897,711) (2,251,022)

C Additions to non-current assets consists of:

2016 2015
RM RM

Property, plant and equipment 8,626,048 12,720,467

Information about major customers

During the financial year, there was no single customer that contributed to more than 10% of the Groups revenue.

Geographical Segments

The Groups location of its customers is in the principal geographical regions, namely Malaysia, Vietnam, other
Asian and European countries.

Revenue and non-current assets information based on the geographical location of customers and assets
respectively are as follows:

Revenue Non-current assets


2016 2015 2016 2015
RM RM RM RM

Malaysia 150,892,369 110,248,617 81,180,170 82,516,791


Vietnam 13,664,880 16,263,596 76,769,956 83,217,040
Other Asian countries 38,673,357 35,924,041
European countries 261,918,043 279,940,028
Others 42,985,585 60,043,850

508,134,234 502,420,132 157,950,126 165,733,831

78 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

29. SEGMENTAL INFORMATION (CONTD)


C Additions to non-current assets consists of: (Contd)

Geographical Segments (Contd)

Non-current assets information presented above which excludes financial assets, consist of the following items as
presented in the Groups statement of financial position:

2016 2015
RM RM

Property, plant and equipment 152,957,742 160,674,144


Investment properties 4,992,384 5,059,687

157,950,126 165,733,831

30. CONTINGENT LIABILITIES (UNSECURED)

COMPANY
2016 2015
RM RM

Corporate guarantees extended to financial institutions


for banking facilities granted to subsidiaries
- Limit 317,315,161 370,345,811
- Utilisation 40,180,087 55,769,116

The corporate guarantee does not have a determinable effect on the terms of the credit facilities due to the financial
institutions requiring parent guarantee as a pre-condition for approving the credit facilities granted to the subsidiaries.
Further the Company has not received any consideration for the issuance of the corporate guarantee. As such, there is
no value on the corporate guarantee to be recognised in the financial statements.

31. COMMITMENTS

GROUP
2016 2015
RM RM

(i) Capital commitments


Contracted but not provided for:
- Property, plant and equipment 8,397,751 1,032,040

(ii) Cancellable operating lease receivable commitments

Future minimum rentals receivable:


Not later than 1 year 436,800 387,600
Later than 1 year but not later than 2 years 236,700 321,600
Later than 2 years but not later than 5 years 121,500

673,500 830,700

Operating lease receivable is in respect of the letting of its investment properties for terms ranging from two to
three years.

WORLDWIDE DOMINATION 79
NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

31. COMMITMENTS (CONTD)

GROUP
2016 2015
RM RM

(iii) Non-cancellable operating lease payable commitments

Future minimum rentals payable:


Not later than 1 year 87,360 222,600
Later than 1 year but not later than 2 years 87,360 166,950
Later than 2 years but not later than 5 years 65,520

240,240 389,550

Operating lease payable is in respect of rentals payable for use of forklift for terms of four years.

32. RELATED PARTY DISCLOSURES


(i) Identity of related parties

The Group has related party relationship with its subsidiaries, key management personnel and the following
parties:

Related party Relationship

Jinn Her Enterprise Co., Ltd. : A company in which Messrs Tsai Yung Chuan, Tsai Chang Hsiu-Hsiang and
persons connected to them have substantial financial interests.
Ghazi & Lim : A firm in which a director of the Company, namely Mr. Lim Chien Cheng is a
partner.

(ii) Related party transactions

GROUP COMPANY
2016 2015 2016 2015
RM RM RM RM

Gross dividend income


from unquoted subsidiaries
- Chin Well Fasteners Co. Sdn. Bhd. 4,500,000 29,610,000
- Chin Well Service Centre Sdn. Bhd. 2,250,000 1,400,000
- Chin Well Fasteners
(Vietnam) Co., Ltd. 19,695,180

Professional fee paid


to a related party
- Ghazi & Lim 726

Purchases from a related party


- Jinn Herr Enterprise Co., Ltd.
12,044

80 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

32. RELATED PARTY DISCLOSURES (CONTD)


(iii) Compensation of key management personnel

Key management personnel are those persons including directors having authority and responsibility for planning,
directing and controlling the activities of the Company, directly or indirectly.

The remuneration of the directors and other members of key management during the financial year is as follows:

GROUP COMPANY
2016 2015 2016 2015
RM RM RM RM

Short-term employee benefits 3,977,809 3,410,282 216,200 216,200


Defined contribution plan 269,840 246,372
4,247,649 3,656,654 216,200 216,200

Analysed as:
- Directors 3,922,789 3,656,654 216,200 216,200
- Other key management personnel 324,860
4,247,649 3,656,654 216,200 216,200

33. FINANCIAL INSTRUMENTS


33.1 Categories of financial instruments

The table below provides an analysis of financial instruments categorised as follows:

(i) Available-for-sale financial assets (AFS);


(ii) Loans and receivables (L&R);
(iii) Financial liabilities measured at amortised cost (FL); and
(iv) Fair value through profit or loss (FVTPL).

Carrying
amount AFS L&R FL FVTPL
RM RM RM RM RM

GROUP

2016

Financial assets
Other investment 172,005 172,005
Trade receivables 108,659,190 108,659,190
Other receivables and
refundable deposits 4,174,439 4,174,439
Cash and bank balances 132,961,612 132,961,612
245,967,246 172,005 245,795,241

Financial liabilities
Trade payables 16,773,062 16,773,062
Other payables and accruals 27,686,142 27,686,142
Borrowings 60,343,648 60,343,648
104,802,852 104,802,852

WORLDWIDE DOMINATION 81
NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

33. FINANCIAL INSTRUMENTS (CONTD)


33.1 Categories of financial instruments (Contd)

Carrying
amount AFS L&R FL FVTPL
RM RM RM RM RM

GROUP

2015

Financial assets
Other investment 165,527 165,527
Trade receivables 114,968,866 114,968,866
Other receivables and
refundable deposits 6,232,506 6,232,506
Derivative financial assets 278,409 278,409
Cash and bank balances 55,163,100 55,163,100
176,808,408 165,527 176,364,472 278,409

Financial liabilities
Trade payables 18,210,198 18,210,198
Other payables and accruals 41,229,911 41,229,911
Borrowings 53,011,416 53,011,416
112,451,525 112,451,525

COMPANY

2016

Financial assets
Refundable deposits 4,500 4,500
Amount due from a subsidiary 31,229,903 31,229,903
Cash and bank balances 1,299,411 1,299,411
32,533,814 32,533,814

Financial liabilities
Other payables and accruals 20,231,344 20,231,344

2015

Financial assets
Refundable deposits 4,500 4,500
Amount due from a subsidiary 44,540,383 44,540,383
Cash and bank balances 533,011 533,011
45,077,894 45,077,894

Financial liabilities
Other payables and accruals 34,499,888 34,499,888

82 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

33. FINANCIAL INSTRUMENTS (CONTD)


33.2 Financial risk management

The Group and the Company are exposed to a variety of financial risks arising from its operations and the use of
financial instruments. The key financial risks include credit risk, liquidity risk, interest rate risk and foreign currency
risk. The Group operates within clearly defined guidelines that are approved by the Board and the Groups policy
is not to engage in speculative activities.

33.3 Credit risk



Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in financial loss
to the Group and to the Company. The Groups exposure to credit risk arises principally from its trade and other
receivables. The Companys exposure to credit risk arises principally from advances to its subsidiary and financial
guarantees provided to financial institutions in respect of credit facilities granted to the subsidiaries.

33.3.1 Trade receivables

The Group extends credit terms to its customers that range between 30 to 120 days. In deciding whether
credit shall be extended, the Group will take into consideration factors such as the relationship with
the customer, its payment history and credit worthiness. The Group subjects new customers to credit
verification procedures. In addition, debt monitoring procedures are performed on an on-going basis with
the result that the Groups exposure to bad debts is not significant.

The maximum exposure to credit risk arising from trade receivables is represented by the carrying amount
in the Groups statement of financial position.

The ageing of trade receivables and accumulated impairment losses of the Group is as follows:

Collective
Gross impairment Net
RM RM RM

2016

Not past due 76,436,474 76,436,474

1 to 30 days past due 4,158,791 (18,192) 4,140,599


31 to 60 days past due 2,480,193 (22,942) 2,457,251
Past due more than 60 days 25,885,583 (260,717) 25,624,866

32,524,567 (301,851) 32,222,716

108,961,041 (301,851) 108,659,190

2015

Not past due 78,749,252 78,749,252

1 to 30 days past due 7,858,656 (78,586) 7,780,070


31 to 60 days past due 1,997,540 (19,975) 1,977,565
Past due more than 60 days 26,729,272 (267,293) 26,461,979

36,585,468 (365,854) 36,219,614

115,334,720 (365,854) 114,968,866

WORLDWIDE DOMINATION 83
NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

33. FINANCIAL INSTRUMENTS (CONTD)


33.3 Credit risk (Contd)

33.3.1 Trade receivables (Contd)

Trade receivables that are neither past due nor impaired are creditworthy customers with good payment
record with the Group. None of the Groups trade receivables that are neither past due nor impaired have
been renegotiated during the financial year.

The Group has trade receivables amounting to RM32,222,716 (2015: RM36,219,614) that were past due
but not impaired as the management is of the view that these debts are recoverable in due course.

The Group has significant concentration of credit risk in the form of outstanding balance due from 1
customer (2015: 1 customer), representing 20% (2015: 21%) of the total trade receivables.

33.3.2 Intercompany balances

The Company provides advances to its subsidiary and monitors the results of the subsidiary regularly.

The maximum exposure to credit risk is represented by their carrying amounts in the statement of financial
position.

As at the end of the reporting period, there was no indication that the advances to its subsidiary are not
recoverable. The Company does not specifically monitor the ageing of the advances to its subsidiary.
Nevertheless, these advances are not regarded as overdue and are repayable on demand.

33.3.3 Financial guarantees

The Company provides unsecured financial guarantees to financial institutions for banking facilities
granted to subsidiaries as disclosed in Note 30.

The Company monitors on an ongoing basis the results of the subsidiaries and repayments made by the
subsidiaries. As at the end of the reporting period, there was no indication that any of the subsidiaries
would default on repayment.

33.4 Liquidity risk

Liquidity risk is the risk that the Group and the Company will not be able to meet their financial obligations as and
when they fall due. The Group and the Company actively manage their debt maturity profile, operating cash flows
and availability of funding so as to ensure that all repayment and funding needs are met. As part of their overall
prudent liquidity management, the Group and the Company maintain sufficient levels of cash and cash equivalents
to meet their working capital requirements.

The table below summarises the maturity profile of the Groups and the Companys financial liabilities as at the end
of the reporting period based on the undiscounted contractual payments:

More than
Carrying Contractual Within 1 year and less
amount cash flows 1 year than 2 years
RM RM RM RM

GROUP

2016

Non-derivative financial liabilities


Interest bearing borrowings 60,343,648 60,343,648 60,343,648
Trade and other payables 44,459,204 44,459,204 44,459,204
104,802,852 104,802,852 104,802,852

84 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

33. FINANCIAL INSTRUMENTS (CONTD)


33.4 Liquidity risk (Contd)

More than
Carrying Contractual Within 1 year and less
amount cash flows 1 year than 2 years
RM RM RM RM

GROUP

2015

Non-derivative financial liabilities


Interest bearing borrowings 53,011,416 53,011,416 53,011,416
Trade and other payables 59,440,109 60,178,985 40,178,985 20,000,000
112,451,525 113,190,401 93,190,401 20,000,000

Derivative financial liabilities


Forward exchange contracts:
Inflow - net (278,409) (278,409) (278,409)
112,173,116 112,911,992 92,911,992 20,000,000

COMPANY

2016

Non-derivative financial liabilities


Financial guarantees 40,180,087 40,180,087
Other payables 20,231,344 20,231,344 20,231,344
20,231,344 60,411,431 60,411,431

2015

Non-derivative financial liabilities


Financial guarantees 55,769,116 55,769,116
Other payables 34,499,888 35,238,764 15,238,764 20,000,000
34,499,888 91,007,880 71,007,880 20,000,000

33.5 Interest rate risk



The Groups fixed rate instruments are exposed to a risk of change in their fair value due to changes in interest
rates. The Groups floating rate instruments are exposed to a risk of change in cash flows due to changes in interest
rates.

WORLDWIDE DOMINATION 85
NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

33. FINANCIAL INSTRUMENTS (CONTD)


33.5 Interest rate risk (Contd)

The interest rate profile of the Groups interest-bearing financial instruments based on the carrying amounts as at
the end of the reporting period are as follows:

GROUP COMPANY
2016 2015 2016 2015
RM RM RM RM

Fixed rate instruments


Financial assets 3,300,000

Floating rate instruments


Financial assets 73,176,641 24,438,288 1,100,000
Financial liabilities 60,343,648 53,011,416

Sensitivity analysis for fixed rate instruments

The Group does not account for any fixed rate financial assets and financial liabilities at fair value through profit
or loss nor does it designate derivatives as hedging instruments under a fair value hedge accounting model.
Therefore, a change in interest rates at the end of the reporting period would not affect profit or loss.

Sensitivity analysis for variable rate instruments

An increase of 25 basis point would have (decreased)/increased profit before tax by amount shown below and a
corresponding decrease would have an equal but opposite effect. These changes are considered to be reasonably
possible based on observation of current market conditions. This analysis assumes that all other variables, in
particular foreign currency rates, remain constant.

GROUP COMPANY
2016 2015 2016 2015
RM RM RM RM

(Decrease)/Increase
in profit before tax (25,920) (51,360) 1,275

33.6 Foreign currency risk

The objectives of the Groups foreign exchange policies are to allow the Group to manage exposures that arise
from trading activities effectively within a framework of controls that does not expose the Group to unnecessary
foreign exchange risks.

The Group is exposed to foreign currency risk on sales and purchases that are denominated in currencies other
than the functional currency of the Group entities. The Group also holds cash and bank balances denominated in
foreign currencies for working capital purposes. The currencies giving rise to this risk is US Dollar (USD), Euro
(EUR), Australia Dollar (AUD) and Singapore Dollar (SGD).

86 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

33. FINANCIAL INSTRUMENTS (CONTD)


33.6 Foreign currency risk (Contd)

The Groups exposure to foreign currency risk, based on carrying amounts as at the end of the reporting period is
as follows:

USD EUR AUD SGD


RM RM RM RM

GROUP

2016
Trade receivables 50,809,540 9,526,902 35,109
Other receivables 1,263,069
Cash and bank balances 18,421,523 20,807,086 101,582
Trade payables (2,058,725)
Other payables and accruals (607,664) (183,380)
Borrowings (41,131,316)
Net exposure 26,696,427 30,150,608 136,691

2015

Trade receivables 59,171,491 13,608,027 246,443 15,301


Other receivables 1,874
Derivative financial assets 189,688 88,721
Cash and bank balances 17,188,287 6,426,775 11,078
Trade payables (2,460,649) (14,953)
Other payables and accruals (538,625) (163,739)
Borrowings (53,011,416)
Net exposure 20,540,650 19,944,831 246,443 26,379

Sensitivity analysis for foreign currency risk

Below demonstrates the sensitivity to a reasonably possible change in the foreign currency exchange rates against
Ringgit Malaysia, with all other variables held constant, of the Groups profit before tax. A 10% strengthening of
the RM against the following currencies at the end of the reporting period would have reduced profit before tax by
the amount shown below and a corresponding weakening would have an equal but opposite effect. This analysis
is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the
end of the reporting period.

2016 2015
RM RM

USD (2,669,643) (2,054,065)


EUR (3,015,061) (1,994,483)
AUD (24,644)
SGD (13,669) (2,638)

Reduction in profit before tax (5,698,373) (4,075,830)

WORLDWIDE DOMINATION 87
NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

34. FAIR VALUE MEASUREMENT


34.1 Fair value measurement of financial instruments

The carrying amounts of financial assets and financial liabilities of the Group as at the end of the reporting period
approximate their fair values, either due to their short-term nature or that they are floating rate instruments that
are re-priced to market interest rates on or near the end of the reporting period.

It was not practicable to estimate the fair value of the Groups other investment which comprise of transferrable
golf club membership due to the lack of comparable quoted price in an active market and the fair value cannot be
reliably measured. Therefore, this investment is carried at its original cost less any impairment losses.

The Group uses the following hierarchy for determining the fair value of all financial instruments carried at fair
value:

Level 1 - Quoted prices (unadjusted) 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 - Unobservable inputs for the asset or liability

The table below analyses financial instruments carried at fair value as shown in the statement of financial position.

Total fair Carrying


Level 1 Level 2 Level 3 value amount
RM RM RM RM RM

GROUP

2015

Financial assets
Forward exchange contracts 278,409 278,409 278,409

Policy on transfer between levels

The fair value of an asset to be transferred between levels is determined as at the date of the event or change in
circumstances that caused the transfer. There were no transfers between Level 1 and Level 2 during the financial
year.

Derivatives

The fair value of the outstanding forward exchange contracts was obtained from the financial institution which the
Group obtained the facility from.

34.2 Fair value measurement of non-financial assets

The following table shows the Levels within the hierarchy of non-financial assets for which fair value is disclosed as
at the end of the reporting period:

Total fair Carrying


Level 1 Level 2 Level 3 value amount
RM RM RM RM RM

2016

Investment properties
- Freehold land 12,623,000 12,623,000 2,656,055
- Buildings 5,077,000 5,077,000 2,336,329

88 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

34. FAIR VALUE MEASUREMENT (CONTD)


34.2 Fair value measurement of non-financial assets (Contd)

Total fair Carrying


Level 1 Level 2 Level 3 value amount
RM RM RM RM RM

2015

Investment properties
- Freehold land 12,623,000 12,623,000 2,656,055
- Buildings 5,077,000 5,077,000 2,403,632

Policy on transfer between levels

The fair value of an asset to be transferred between levels is determined as at the date of the event or change in
circumstances that caused the transfer. There were no transfers between Level 1 and Level 2 during the financial
year.

Level 2 fair value

Level 2 fair values of freehold land and buildings have been generally derived by directors estimation using the
sales comparison approach. Sales prices of comparable properties in close proximity are adjusted for differences
in key attributes such as property size. The most significant input into this valuation approach is price per square
foot of comparable properties.

35. CAPITAL MANAGEMENT


The primary objective of the Groups capital management policy is to maintain a strong capital base to support its
businesses and maximise shareholders value.

The Group manages its capital structure and makes adjustments to it in the light of changes in economic conditions
or expansion of the Group. The Group may adjust the capital structure by issuing new shares, returning capital to
shareholders or adjusting the amount of dividends to be paid to shareholders or sell assets to reduce debts. No changes
were made in the objective, policy and process during the financial year under review as compared to the previous
financial year.

As at the end of the reporting period, the Group has not breached any of the debt covenants imposed by its lenders.

36. ACQUISITION OF A SUBSIDIARY


During the last financial year, the Company had entered into a conditional share purchase agreement (SPA) with the
owners of Asia Angel Holdings Limited (Vendors) to acquire 2 ordinary shares of USD1 each which represent 100%
equity interest in Asia Angel Holdings Limited (AA) for a total consideration of RM47,459,617 to be fully satisfied via
a combination of the issuance of 27,000,000 new ordinary shares of RM0.50 each at an issue price of RM1.45 per share
(Consideration Shares) with the remaining balance via cash amounting to RM8,309,617.

Pursuant to the SPA, the advances owing by AA to the Vendors as at the completion date, totalling RM44,540,383
(Completion Advances) shall be assigned from AA to the Company and to be repaid in 3 instalments in the following
manner:

(i) RM9,540,383 payable at upon completion of the acquisition;


(ii) RM15,000,000 payable at the first anniversary of the completion date; and
(iii) RM20,000,000 payable at the second anniversary of the completion date.

WORLDWIDE DOMINATION 89
NOTES TO THE FINANCIAL STATEMENTS
30 June 2016
(Contd)

36. ACQUISITION OF A SUBSIDIARY (CONTD)


Subsequently, the issuance of the Consideration Shares was completed, listed and quoted on the Main Market of Bursa
Malaysia Securities Berhad. Upon the issuance of the Consideration Shares, AA and Chin Well Fasteners (Vietnam) Co.
Ltd (CWFV), which is 40% owned by AA, become wholly-owned subsidiaries of the Company.

The following are the fair values of the identifiable assets and liabilities of AA and the carrying value of the additional
interest in CWFV at the acquisition date:

RM

Assets
Investment in an associate, at cost 50,301,436

Liabilities
Amount due to directors (48,731,302)
Accruals (27,666)

Net identifiable assets 1,542,468

Add: Carrying value of the additional 40% interest in CWFV 26,783,246

Total net identifiable assets of AA and CWFV acquired 28,325,714

Premium paid on acquisition of AA and the 40% non-controlling interest is computed as follows:

RM

Total consideration 47,459,617


Total net identifiable assets of AA and CWFV acquired (28,325,714)

Difference recognised in retained profits within equity 19,133,903

37. SUBSEQUENT EVENT


On 28 July 2016, the Department of Natural Resources and Environment of Vietnam had carried out an investigation
at the premise of a subsidiary, Chin Well Fasteners (Vietnam) Co., Ltd., for suspected discharged of hazardous waste.
Samples of the wastewater and solid waste were collected for testing and analysing.

As at the date of this report, the outcome of the test result is yet to be finalised by the relevant authority.

The directors are of the opinion that the consequence of the investigation will not have a material impact on the future
results of the Group.

90 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


SUPPLEMENTARY INFORMATION

DISCLOSURE OF REALISED AND UNREALISED PROFITS/(LOSSES)


The breakdown of retained profits of the Group and of the Company as at the end of the reporting period has been prepared
by the Directors in accordance with the directives from Bursa Malaysia Securities Berhad stated above and 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 are as follows:

GROUP COMPANY
2016 2015 2016 2015
RM RM RM RM

Total retained profits of


the Company and its subsidiaries:
- Realised 412,519,025 371,651,674 97,425,133 95,699,919
- Unrealised (6,972,919) (6,070,531)

405,546,106 365,581,143 97,425,133 95,699,919


Less:
Consolidation adjustments (118,707,181) (118,627,935)

Total retained profits as per


statements of financial position 286,838,925 246,953,208 97,425,133 95,699,919

WORLDWIDE DOMINATION 91
PROPERTIES OF THE GROUP

Existing Net
Use, Age carrying
of building amount @ Year of
and Built-up 30/06/2016 Acquisition/
No. Location Description Tenure Land Area Area RM Valuation

1. Block T-3-05 to 3 room flat 99 years 700 sq. ft./ Hostel, 335,995 1994
Block T-3-08, unit of 5 expiring 65.03sq. m. 19 years
Block T-4-12 storey flat on 22-04- per block 700 sq. ft./
Taman Pelangi, Prai, 2092 65.03 sq. m.
Penang per block

2. 5,7,9,11,11A & 15 Double Freehold 893.08 Hostel, 295,640 1990


Lorong Nagasari 14, Storey sq. ft./ 23 years
Taman Nagasari, Prai, Terrace 83 sq. m. 1,242. sq. ft./
Penang House per unit 115.38 sq. m.
3 room per unit

3. 17 Lorong Nagasari 14, Double Freehold 1,678.56 Hostel, 70,732 1990


Taman Nagasari, Prai, Storey sq. ft./ 23 years
Penang Terrace 156 sq. m. 1,514. sq. ft./
House 140.65 sq. m.
3 room per unit

4. 16 Lorong Kurau 11, Double Freehold 4,000 sq. ft./ Company 331,945 1994
Chai Leng Park, Prai, Storey Semi- 371.6 sq. m. House ,
Penang Detech 20 years,
House 5,250.
3 room sq. ft./
487.74 sq. m.
per unit

5. 105, Lebuh Turi, 4 Storey Freehold 4,072 sq. ft./ Rental for 485,469 1991
Off Persiaran Raja Muda Terrace sq. m. Business,
Musa, Taman Chi Liung, Shophouse 23 years
41200 Klang, 18,897.75
Selangor sq. ft./
1,400 sq. m.

6. 1586, Mukim 11, Lorong 1 Block 3 60 years 15 acres Factory & 30,828,873 1995
Perusahaan Utama 1, storey Office expiring Office,
Bukit Tengah Industrial Building, on 11-06- 19 years,
Park, 14000 Bukit 3 Block 2053 391,963.63
Mertajam, Penang Single Storey sq. ft./
Factory, 2 36,414.32
Treatment sq. m.
Plants and
Automate
Warehouse

7. 11 Lorong Siram 1, 3 storey Freehold 1,861.48 Shop Lot 331,739 1992


Desa Siram, Terrace Light sq. ft./ Vacant
12100 Butterworth, Industrial 173 sq. m. 21 years,
Penang Building 5,610 sq. ft./
521.18 sq. m.

92 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


PROPERTIES OF THE GROUP
(Contd)

Existing Net
Use, Age carrying
of building amount @ Year of
and Built-up 30/06/2016 Acquisition/
No. Location Description Tenure Land Area Area RM Valuation

8. 11A Lorong Siram 1, Corner unit Freehold 2,593.16 Shop Lot 458,700 1992
Desa Siram, 3 storey sq. ft./ Vacant
12100 Butterworth, Terrace Light 241sq. m. 21 years,
Penang Industrial 8,282 sq. ft./
Building 769.41 sq. m.

9. 4 Jalan Sungai Kayu Ara Industrial Freehold 105,803 Rental, 4,506,916 2003
32/37, Sekysen 32, Land with sq. ft. 12 years
40460 Shah Alam, Factory 35,075.45
Selangor sq. ft./
3,259.80
sq. m.

10. 1586 (PT 2984), Mukim Industrial 60 years 108,889 Warehouse 4,384,815 2010
11, Lorong Perusahaan Land with expiring sq. ft./ 6 years,
Utama 1, Bukit Tengah warehouse on 10,117 103,899
Industrial Park, 14000 Bukit 10-06- sq. m. sq. ft /
Mertajam, Penang 2053 9,653 sq. m.

11. 1500, Mukim 11, Lorong Industrial 60 years 11.02 acres Factory & 15,788,162 2001
Perusahaan Utama 1, Bukit Land with expiring Office
Tengah Industrial Park, Factory on 20 years,
14000 Bukit Mertajam, 24-05- 290,748
Penang 2055 sq. ft./
27,011
sq. m.

12. Nhon Trach 3 Industrial Industrial 47 years 171,772.80 Factory & 45,386,522 2004
Park, Nhon Trach District, Land with expiring sq. m. Office,
Dong Vai Province, Factory on 01-04- 12 years,
Vietnam 2051 171,772.80
sq. m.

13 5,7,9 Jalan Nagasari 1, Double Freehold 1119.04 Hostel, 580,000 2014


Taman Nagasari, Prai, Storey sq. ft./ 1 year
Penang. Terrace 104 meter sq.
House per unit

Total 103,785,508

WORLDWIDE DOMINATION 93
ANALYSIS OF SHAREHOLDINGS
as at 30 September 2016

Authorised share capital : RM500,000,000.00


Paid-up share capital : RM149,766,584.00.
Class of shares : Ordinary shares of RM0.50 each
Voting right : One vote per ordinary share

Distribution of shareholders

Size of holdings No. of shareholders No. of shares %


Less than 100 23 782 0.00
100 to 1,000 549 412,098 0.14
1,001 to 10,000 3,166 14,939,250 4.99
10,001 to 100,000 910 27,882,850 9.31
100,001 shares to less than 5% of issued shares 127 94,091,342 31.41
5% and above of issued shares 1 162,206,846 54.15
TOTAL 4,776 299,533,168 100.00

List of substantial shareholders as shown in the Register of Substantial


Shareholders

No. of ordinary shares of RM0.50 held


Substantial Shareholder Direct % Deemed %
Benua Handal Sdn. Bhd. 162,206,846 54.15
Tsai Yung Chuan 162,306,846 (N1) 54.19

Notes :
N1 Deemed interested by virtue of Section 6A of the Companies Act, 1965 held through Amal Pintas Sdn. Bhd. and Benua
Handal Sdn. Bhd.

List of directors shareholdings as shown in the Register of Directors


Shareholdings

No. of ordinary shares of RM0.50 held


Directors Direct % Deemed %
Tsai Yung Chuan 162,306,846 (N1)
54.19
Tsai Chang Hsiu-Hsiang 100,000 (N2)
0.03
Lim Chien Cheng 5,893,650 1.97 1,765,314 (N3)
0.59
Ung Peng Joo
Ong Eng Choon
Tsai Chia Ling 838,400 0.28 100,000 (N2)
0.03
Sharmin Fazlina Binti Mohd Shukor

Notes :
N1 Deemed interested by virtue of Section 6A of the Companies Act, 1965 held through Amal Pintas Sdn. Bhd. and Benua
Handal Sdn. Bhd.
N2 Deemed interested by virtue of Section 6A of the Companies Act, 1965 held through Amal Pintas Sdn. Bhd.
N3 Deemed interested by virtue of Section 6A of the Companies Act, 1965 held through Indra Cempaka Sdn. Bhd.

94 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


ANALYSIS OF SHAREHOLDINGS
as at 30 September 2016
(Contd)

List of top 30 shareholders

Name and Address Shareholdings %


1. BENUA HANDAL SDN BHD 162,206,846 54.15
2. CITIGROUP NOMINEES (TEMPATAN) SDN BHD 13,418,100 4.48
BENEFICIARY : EXEMPT AN FOR AIA BHD
3. KENANGA NOMINEES (ASING) SDN BHD 9,981,000 3.33
BENEFICIARY : CHEN YIN-LIANG
4. KUMPULAN WANG SIMPANAN GURU-GURU 6,000,000 2.00
5. CIMSEC NOMINEES (TEMPATAN) SDN BHD 4,535,100 1.51
BENEFICIARY : CIMB BANK FOR LIM CHIEN CHENG (PBCL-0G0010)
6. DB (MALAYSIA) NOMINEE (TEMPATAN) SENDIRIAN BERHAD 3,773,300 1.26
BENEFICIARY : DEUTSCHE TRUSTEES MALAYSIA BERHAD FOR EASTSPRING
INVESTMENTS SMALL-CAP FUND
7. CITIGROUP NOMINEES (ASING) SDN BHD 3,543,500 1.18
BENEFICIARY : EXEMPT AN FOR CITIBANK NEW YORK (NORGES BANK 12)
8. RHB CAPITAL NOMINEES (TEMPATAN) SDN BHD 3,320,900 1.11
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR SU MING YAW
9. HLIB NOMINEES (TEMPATAN) SDN BHD 3,020,500 1.01
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR TAN KIT PHENG (M)
10. TA NOMINEES (TEMPATAN) SDN BHD 2,506,400 0.84
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR KOON YEW YIN
11. HLIB NOMINEES (TEMPATAN) SDN BHD 1,940,300 0.65
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR KOON YEW YIN (M)
12. INTER-PACIFIC EQUITY NOMINEES (TEMPATAN) SDN BHD 1,765,314 0.59
BENEFICIARY : INDRA CEMPAKA SDN BHD (P8011)
13. AMBANK (M) BERHAD 1,575,000 0.53
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR TAN KONG HAN (SMART)
14. ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD 1,506,000 0.50
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR KOON YEW YIN (6000051)
15. CHIN CHIN SEONG 1,370,000 0.46
16. RHB CAPITAL NOMINEES (TEMPATAN) SDN BHD 1,350,000 0.45
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR SU MING KEAT
17. MAYBANK NOMINEES (TEMPATAN) SDN BHD 1,210,100 0.40
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR KOON YEW YIN
18. CIMSEC NOMINEES (TEMPATAN) SDN BHD 1,200,000 0.40
BENEFICIARY : CIMB BANK FOR LIM CHIEN CHENG (PBCL-0G0252)
19. SU MING YAW 1,128,300 0.38
20. CITIGROUP NOMINEES (TEMPATAN) SDN BHD 1,025,200 0.34
BENEFICIARY : KUMPULAN WANG PERSARAAN (DIPERBADANKAN) (ESPG IV SC E)
21. KENANGA NOMINEES (TEMPATAN) SDN BHD 967,000 0.32
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR KOON YEW YIN (002)
22. CIMSEC NOMINEES (TEMPATAN) SDN BHD 884,200 0.30
BENEFICIARY : CIMB FOR LIM KA KIAN (PB)

WORLDWIDE DOMINATION 95
ANALYSIS OF SHAREHOLDINGS
as at 30 September 2016
(Contd)

List of top 30 shareholders (Contd)

Name and Address Shareholdings %


23. HSBC NOMINEES (ASING) SDN BHD 883,200 0.29
BENEFICIARY : EXEMPT AN FOR THE BANK OF NEW YORK MELLON (MELLON
ACCT)
24. TSAI CHIA LING 838,400 0.28
25. CHIN CHIN SEONG 800,000 0.27
26. SU MING KEAT 800,000 0.27
27. TA NOMINEES (TEMPATAN) SDN BHD 800,000 0.27
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR TAN KIT PHENG
28. TA NOMINEES (ASING) SDN BHD 760,800 0.25
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR SYLVAIN LAINE
29. PUBLIC NOMINEES (TEMPATAN) SDN BHD 725,000 0.24
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR TAN KONG HAN (SS2/PIV)
30. HSBC NOMINEES (ASING) SDN BHD 682,100 0.23
BENEFICIARY : TNTC FOR NATIONAL RAILROAD RETIREMENT INVESTMENT
TRUST

96 Annual Report 2016 CHIN WELL HOLDINGS BERHAD (371551-T)


PROXY FORM

CDS Account No.


Incorporated in Malaysia

*I/We __________________________________________________________________________________________________________
(FULL NAME IN BLOCK LETTERS & NRIC NO. OR COMPANY NO.)

of _____________________________________________________________________________________________________________
(ADDRESS)

being *a member / members of the abovenamed Company, hereby appoint ___________________________________________

______________________________________________________________ of ______________________________________________
(FULL NAME IN BLOCK LETTERS & NRIC NO. OR COMPANY NO.) (ADDRESS)

______________________________________________________________________________________________________________________________________________________________________

or failing him, the Chairman of the meeting as *my/our proxy to vote for *me/us on *my/ our behalf at the 20th Annual
General Meeting of the Company to be held at Conference Room of Chin Well Holdings Berhad at No. 1586, MK. 11, Lorong
Perusahaan Utama 1, Bukit Tengah Industrial Park, 14000 Bukit Mertajam, Penang on Friday, 18 November 2016 at 11.00 a.m.
and at any adjournment thereof.

NO. RESOLUTIONS FOR AGAINST


1 Re-election of Tsai Yung Chuan as Director
2 Re-election of Lim Chien Cheng as Director
3 Re-appointment of Ung Peng Joo as Director
4 To approve the payment of Directors Fees
5 Re-appointment of Grant Thornton as auditors at a remuneration to be fixed by Directors
6 Proposed continuation of Lim Chien Cheng in office as Independent Director
7 Proposed continuation of Ong Eng Choon in office as Independent Director
8 Proposed continuation of Ung Peng Joo in office as Independent Director
9 Proposed Renewal of General Mandate for Directors to Allot and Issue Shares
10 Proposed Share Buy-Back

Please indicate with an x in the appropriate spaces provided above on how you wish your vote to be cast. If no specific
direction as to voting is given, the proxy may vote as he thinks fit.

Signed this ________________day of _____________________________, 2016.

No. of shares held

Signature(s)/Common Seal of member(s)

Notes

1. A proxy may but need not be a member of the Company.


2. For a proxy to be valid, this form be duly completed and must be deposited at the Registered Office of the Company,
51-21-A Menara BHL Bank, Jalan Sultan Ahmad Shah, 10050 Penang not less than forty-eight (48) hours before the time
appointed for holding the meeting.
3. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting.
4. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions
of his shareholdings to be represented by each proxy.
5. Where a member is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial
owners in one securities account (omnibus account) there is no limit to the number of proxies which the Exempt
Authorised Nominee may appoint in respect of each omnibus account it holds.
6. If the appointer is a corporation, this form must be executed under the corporations Common Seal or under the hand of
an officer or attorney duly authorised.
7. Only a depositor whose name appears on the Record of Depositors as at 11 November 2016 shall be entitled to attend
the meeting or appoint proxies to attend and/or vote on his/her behalf.

* strike out whichever is not desired.


fold this flap sealing

2nd fold here

STAMP

THE COMPANY SECRETARY

CHIN WELL HOLDINGS BERHAD (371551-T)


51-21-A Menara BHL Bank
Jalan Sultan Ahmad Shah
10050 Penang

1st fold here

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