Transcription

1 ANNUAL REPORT 2012

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13 CONTENTS CORPORATE INFORMATION 13 CORPORATE STRUCTURE 15 PROFILE OF DIRECTORS 16 STATEMENT ON CORPORATE GOVERNANCE 20 AUDIT COMMITTEE REPORT 26 ADDITIONAL COMPLIANCE INFORMATION 30 STATEMENT ON INTERNAL CONTROL 34 DIRECTORS RESPONSIBILITY STATEMENT 38 CHAIRMAN S STATEMENT 40 PENYATA PENGERUSI 44 主席献词 48 CORPORATE SOCIAL RESPONSIBILITY 52 FIVE-YEAR GROUP FINANCIAL HIGHLIGHTS 56 EVENT HIGHLIGHTS 58 FINANCIAL STATEMENTS 65 ANALYSIS OF SHAREHOLDINGS 161 LIST OF PROPERTIES 164 NOTICE OF ANNUAL GENERAL MEETING 168 STATEMENT ACCOMPANYING THE NOTICE OF ANNUAL GENERAL MEETING 170 PROXY FORM 171 Annual Report 2012

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15 CORPORATE INFORMATION BOARD OF DIRECTORS Chiang Sang Sem (Group Executive Chairman cum Chief Executive Officer) Chiang Fong Yee (Alternate Director to Mr Chiang Sang Sem) Chiang Heng Kieng (Group Managing Director) Chiang Sang Bon (Group Executive Director) Chong Chin Look (Group Finance Director) Chiang Fong Tat (Group Executive Director) Datuk Ng Peng Ng Peng Hay (Independent Non-Executive Director) Dato Shahbudin Bin Imam Mohamad (Non-Independent Non-Executive Director) Lim Fong Boon (Independent Non-Executive Director) Chong Sai Sin (Independent Non-Executive Director) AUDIT COMMITTEE Datuk Ng Peng Ng Peng Hay (Chairman) Chong Sai Sin (Member) Lim Fong Boon (Member) NOMINATION COMMITTEE Datuk Ng Peng Ng Peng Hay (Chairman) Lim Fong Boon (Member) Chong Sai Sin (Member) REMUNERATION COMMITTEE Dato Shahbudin Bin Imam Mohamad (Chairman) Datuk Ng Peng Ng Peng Hay (Member) Lim Fong Boon (Member) COMPANY SECRETARIES AUDITORS BDO Chartered Accountants REGISTERED OFFICE Lot 10 The Highway Centre Jalan 51/ Petaling Jaya Selangor Darul Ehsan Tel : (6) Fax : (6) SHARE REGISTRAR Bina Management (M) Sdn Bhd Lot 10 The Highway Centre Jalan 51/ Petaling Jaya Selangor Darul Ehsan Tel : (6) Fax : (6) STOCK EXCHANGE LISTING Main Market of Bursa Malaysia Securities Berhad WEBSITE Chong Chin Look (MIA 8043) Chok Kwee Wah (MACS 00550) Tan Kean Wai (MAICSA ) 13

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17 CORPORATE STRUCTURE RETAILING 100% Armani Context Sdn Bhd Interior design, advertising and promotion 100% Alpha Footwear Sdn Bhd Marketing, retailing and distribution of men s and ladies footwear 100% Banyan Sutera Sdn Bhd Marketing and distribution of fashionable goods 100% PT Banyan Cemerlang Wholesaling of fashionable goods and accessories 100% CB Marketing Sdn Bhd Designing, promoting and marketing of fashionable leather goods 100% CB Franchising Sdn Bhd Franchising of leather goods and apparels 100% CRG Incorporated Sdn Bhd Investment holdings 100% CR Boutique Sdn Bhd Franchising of leather goods and apparels 100% CRF Marketing Sdn Bhd Designing, promoting and marketing of fashionable ladies footwear 100% CRL Marketing Sdn Bhd Marketing and distribution of fashionable accessories 100% CRV Sdn Bhd Marketing and distribution of fashionable goods and accessories 100% CRI Sdn Bhd Marketing, distribution and export of fashionable goods and accessories 100% Daily Frontier Sdn Bhd Marketing, distribution and export of fashionable goods and accessories 100% De Marts Marketing Sdn Bhd Designing, promoting and marketing of fashionable ladies footwear 100% Dominion Directions Sdn Bhd Marketing and distribution of men s apparels and accessories 100% Galaxy Hallmark Sdn Bhd Marketing and distribution of men s apparels and accessories 100% SB Directions Sdn Bhd Marketing and distribution of fashionable accessories 75% New Series Sdn Bhd Marketing and distribution of men s apparels 75% VR Directions Sdn Bhd Marketing and distribution of men s apparels and accessories, and ladies apparels 100% Eclat World Sdn Bhd Designing, promoting and marketing of fashionable men s footwear 100% FR Gallery Sdn Bhd Retailing, marketing and distribution of fashionable goods and accessories 100% Future Classic Sdn Bhd Designing, promoting and marketing of fashionable leather goods. 100% LBJR Marketing Sdn Bhd Retailing, marketing, distribution and export of fashionable goods and accessories. 100% Mcolours & Design Sdn Bhd Product design, research and development 60% Mcore Sdn Bhd Marketing and distribution of fashionable leather goods 58% Paris RCG Sdn Bhd Managing food and beverage business 100% SB Boutique Sdn Bhd Franchising of leather goods and apparels 100% SB International Sdn Bhd Marketing and distribution of fashionable goods and accessories 100% SBL Marketing Sdn Bhd Designing, promoting and marketing of fashionable leather goods 100% SBFW Marketing Sdn Bhd Wholesaling, retailing and marketing of fashionable ladies footwear 100% Scarpa Marketing Sdn Bhd Wholesaling, retailing and marketing of fashionable footwear 100% Vista Assets Sdn Bhd Marketing and distribution of fashionable goods and accessories 100% Active World Pte Ltd Wholesaling and retailing of fashionable leather goods and apparels 100% Jetbest Enterprise Pte Ltd Wholesaling, retailing, importing and exporting of leather goods and accessories 100% SBLS Pte Ltd Wholesaling, retailing and marketing of fashionable footwear, carrywear and accessories 100% SCRL Pte Ltd Wholesaling, retailing and marketing of fashionable footwear, carrywear and accessories 100% Active Franchise Pte Ltd General wholesale trade including general importers and exporters 100% Active Footwear Pte Ltd Marketing, retailing and distribution of fashionable footwear 100% PT Active World Investment holdings 100% Kin Sheng Group Limited Investment holdings 100% Guangzhou Jia Li Bao Leather Fashion Co Ltd Retailing, marketing, promoting, designing, import and export of fashionable leather goods, apparels and accessories 40% Guangzhou Yong Yi Leather Fashion Co Ltd Marketing, distribution,import and export of fashionable ladies leatherwear and accessories 100% Guangzhou Bonia Fashions Co Limited Manufacturing, marketing, retailing of fashionable leather goods, apparels and accessories 100% Kin Sheng International Trading Co Ltd General trading and marketing of fashionable goods 70% Jeco (Pte) Limited Intellectual property management 100% Lianbee-Jeco Pte Ltd Retailing, import and export of leather goods and general merchandise 100% Lianbee-Jeco (M) Sdn Bhd Trading in leather goods and footwear 49% Braun Verwaltungs-GmbH General partner of Braun GmbH & Co KG 49% Braun GmbH & Co. KG Producing and carrying on trade with leather and leather good of all kinds MANUFACTURING 100% Long Bow Manufacturing Sdn Bhd Manufacturing and marketing of leather goods PROPERTY DEVELOPMENT 100% BCB Properties Sdn Bhd Property development 60% Apex Marble Sdn Bhd Marketing and distribution of fashionable goods 40% Makabumi Sdn Bhd Dormant PROPERTY INVESTMENT 100% CB Holdings (Malaysia) Sdn Bhd Property investment and management services 100% Luxury Parade Sdn Bhd Property investment 100% Ataly Industries Sdn Bhd Property investment 15

18 MR CHIANG SANG SEM MR CHIANG FONG YEE MR CHIANG HENG KIENG MR CHIANG SANG BON MR CHONG CHIN LOOK MR CHIANG FONG TAT DATUK NG PENG NG PENG HAY DATO SHAHBUDIN BIN IMAM MOHAMAD MR LIM FONG BOON MR CHONG SAI SIN PROFILE OF DIRECTORS MR CHIANG SANG SEM aged 59, Malaysian He is the founder of BONIA. He was appointed to the Board on 16 June 1994 as Executive Chairman of the Company and is now the Executive Chairman cum Chief Executive Officer of the Group. His involvement in the leather industry spans a period of over 30 years. He possesses indepth knowledge, skills and expertise in all aspects of the leatherwear trade. He is responsible for the overall business development and formulating the Group s strategic plans and policies. To ensure that the Group is very much in line with the trend of the fashion and technological changes in the leatherwear and fashion accessories industry, he travels extensively to Italy, France, Germany, Japan, Hong Kong, Taiwan, China, Bangkok, Vietnam and Indonesia. He does not have any other directorships of public companies. His brothers, Chiang Sang Bon, Chiang Heng Kieng and his sons, Chiang Fong Yee and Chiang Fong Tat, are also members of the Board. MR CHIANG FONG YEE aged 35, Malaysian He was appointed to the Board on 18 February 2004 as Alternate Director to Mr Chiang Sang Sem. He obtained his Bachelor Degree in Marketing and Statistic from Middlesex University in the United Kingdom in He joined the Group in February 2000 as Marketing Executive and subsequently he was promoted to the position of Assistant Business Development Manager of the leatherwear division in October He is responsible for product sourcing, research and development, planning, implementation of the marketing strategy and product distribution functions of 16 Annual Report 2012

19 the leatherwear division. He currently holds directorships in several subsidiaries of the Company. He does not have any other directorships of public companies. His father, Chiang Sang Sem, his uncles, Chiang Sang Bon and Chiang Heng Kieng, and his brother, Chiang Fong Tat, are also members of the Board. MR CHIANG HENG KIENG aged 50, Malaysian and directly involved in day-to-day management, decisionmaking and operations of the Group. He is responsible for the development and implementation of the marketing strategy and product distribution functions of the Group. He is the Honorary President of the Malaysian Retailer-Chains Association. He does not have any other directorships of public companies. His brothers, Chiang Sang Sem, Chiang Sang Bon and his nephews, Chiang Fong Yee and Chiang Fong Tat, are also members of the Board. He was appointed to the Board on 16 June 1994 and is the Group Managing Director of the Company and of its several other subsidiary and related companies. He is extensively 17

20 PROFILE OF DIRECTORS (cont d) MR CHIANG SANG BON aged 57, Malaysian He was appointed to the Board on 16 June 1994 and is the Group Executive Director of the Company. He started his career with a leather manufacturer in Singapore in Todate, he has gained over 36 years vast experience in technical skills in manufacturing of leatherwear. In his current capacity, he is responsible for the overall factory and production operations. He is also in-charge of product quality control. He does not have any other directorships of public companies. He currently holds directorships in several subsidiaries of the Company. He does not have any other directorships of public companies. His father, Chiang Sang Sem, his uncles, Chiang Sang Bon, Chiang Heng Kieng and his brother, Chiang Fong Yee, are also members of the Board. His brothers, Chiang Sang Sem, Chiang Heng Kieng and his nephews, Chiang Fong Yee and Chiang Fong Tat, are also members of the Board. MR CHONG CHIN LOOK aged 49, Malaysian He was appointed to the Board on 20 June He is the Group Finance Director of the Company and holds a position of Financial Controller of the Group since He is responsible for the overall financial and corporate functions of the Group. He graduated with a Bachelor of Economics degree with a major in Business Administration from the University of Malaya in He is also a member of The Malaysian Institute of Certified Public Accountants (MICPA) and a Chartered Accountant with the Malaysian Institute of Accountants (MIA). Prior to his current position, he was attached to KPMG Peat Marwick, an international firm of Chartered Accountants, where he gained four and a half years experience in auditing, accounting, taxation and management consultancy. He currently holds directorships in several subsidiaries of the Company. He does not have any other directorships of public companies. MR CHIANG FONG TAT aged 34, Malaysian He was appointed to the Board on 30 August He is the Group Executive Director of the Company. He graduated with a Bachelor (Hons)Degree in Marketing and Management from Middlesex University in the United Kingdom in 2000 and thereafter joined the Group in July 2000 as Marketing Executive. He was subsequently promoted to the position of Brand Manager in menswear and accessories division in October He is primarily responsible for the development of product sourcing, research and development, planning and implementation of the marketing strategy and product distribution functions of the leatherwear and footwear divisions. DATUK NG PENG NG PENG HAY D.M.S.M., D.S.M., P.J.K. aged 60, Malaysian He was appointed to the Board on 20 June He is an Independent Non-Executive Director, the Chairman of the Audit Committee, Nomination Committee and a member of the Remuneration Committee of the Company. He was the State Assemblyman for Tengkera Constituency of Barisan Nasional between 1982 and He then served as a Senator in the Malaysian Parliament from 1987 to His first involvement in social activities was upon completing his secondary education. He has been appointed as the Investment Coordinator by the Malacca State Development Corporation to handle direct investments in the State of Melaka since Together with his teams of officials and his excellent public relations, he has helped in attracting numerous Taiwanese, Singaporean and Chinese investors into the State of Melaka. In recognition of his efforts and dedication, he was 18 Annual Report 2012

21 PROFILE OF DIRECTORS (cont d) conferred the Darjah Mulia Seri Melaka by his Excellency, the Governor of Melaka in On 17 July 1999, the Taiwanese Government awarded him the Economics Medal. He is the Chairman of MCA, 7th Branch Melaka since He was appointed as the Chairman of the Malacca State Malaysia Crime Prevention Foundation (MCPF), Board Member of Malaysia Industrial Development Authority (MIDA), Board Member of Invest Melaka Berhad and Chairman of Koperasi Jayadiri Malaysia Berhad. He also holds directorships in Farm s Best Berhad, Komarkcorp Berhad, Ta Win Holdings Berhad, icapital.biz Berhad and is the Chairman of Wellcall Holdings Berhad. DATO SHAHBUDIN BIN IMAM MOHAMAD D.S.A.P., D.I.M.P., S.A.P., J.S.M., P.J.K. aged 70, Malaysian He was appointed to the Board on 1 March He is a Non-Independent Non-Executive Director and the Chairman of the Remuneration Committee of the Company. He is the representative of Permodalan Nasional Berhad (PNB) on the Board of Directors of the Company. He has served in the government service in various capacities for some 31 years. His last post with the Government was from 1996 to 1997 as the Deputy Secretary General (Operation), Ministry of Finance prior to his retirement in He has also retired from the Board of MWE Holdings Berhad in June MR LIM FONG BOON aged 63, Malaysian He was appointed to the Board on 20 June He is an Independent Non-Executive Director and a member of the Audit Committee, Nomination Committee, and Remuneration Committee of the Company. He was a district councilor of Tanjung Malim since 1987, the Managing Partner of Hin Lee Goldsmith since 1978 and also the Managing Director of Tanma Holdings Sdn Bhd, a property investment holding company since He does not have any other directorships of public companies. MR CHONG SAI SIN aged 45, Malaysian He was appointed to the Board on 30 January He is an Independent Non-Executive Director and a member of the Audit Committee and Nomination Committee of the Company. He is a Chartered Accountant, an Approved Company Auditor, an Approved Tax Agent and a Partner in LLTC, a firm of Chartered Accountants. He is also a member of the Malaysian Institute of Certified Public Accountants (MICPA), Institute of Internal Auditors Malaysia (IIAM), Chartered Tax Institute of Malaysia (CTIM) and Financial Planning Association of Malaysia (FPAM). He signed up as an article student in MICPA and started audit experience in Kassim Chan & Co. since He joined BDO Binder in 1993 after he completed the articleship. He accumulated more than 7 years experience in 2 established audit firms before joining commercial organisations as an Accountant, Corporate Finance Manager and Financial Controller from 1995 to He joined CHI-LLTC (formerly known as LLTC) as an audit principal and was admitted as a Partner in He has more than 20 years experience in commercial organisations and accounting practice and gained good exposure in Corporate Finance, Due Diligence Review, Listing Exercise, Auditing, Taxation and Accounting. He does not have any other directorships of public listed companies. NOTES: 1 Save as disclosed above, none of the directors have: (a) any family relationship with any Directors and/or substantial shareholders of the Company, (b) any conflict of interest with the Company, (c) any conviction for offences (other than traffic offences) within the past ten (10) years. 2 The respective Directors interests in the Company are detailed in pages 67 and 162 of this Annual Report. 3 The number of board meetings attended by the Directors in the financial year ended 30 June 2012 is disclosed in the Statement of Corporate Governance of this Annual Report. 4 Dato Shahbudin Bin Iman Mohamad who will be attaining the age of over 70 years, is seeking re-appointment as Director under Section 129(6) of the Companies Act, 1965 at the forthcoming Annual General Meeting of the Company. 19

22 The Board of Bonia Corporation Berhad, in recognizing the importance of corporate governance, is committed to ensure that the Group carries out its business operations with integrity, transparency and professionalism. STATEMENT ON CORPORATE GOVERNANCE The Board is pleased to provide the following statement, which outlines the practices adopted by the Company in compliance with the Principles and Best Practices in Corporate Governance pursuant to Parts 1 and 2 of the Malaysian Code on Corporate Governance to protect and enhance all aspects of the shareholders value. THE BOARD OF DIRECTORS The Group acknowledges the pivotal role played by the Board of Directors to lead and control the Company with the ultimate objective of realising long-term shareholder value. To fulfill this role, the Board has established various processes and committees to assist the Board in discharging these responsibilities. Among others, the setting of Group s strategies and directions, shareholders and investors relationship, business and financial performance, succession planning and the internal control including risk management are within the responsibilities of the Board of Directors. The Board meets at least four (4) times a year, with additional meetings convened as and when necessary. There were four (4) Board meetings held during the financial year ended 30 June The details of attendance of the Directors at the Board Meetings are as follows: 20 Annual Report 2012

23 Directors No. of Meetings Attended Chiang Sang Sem 4/4 Chiang Fong Yee (Alternate Director to Chiang Sang Sem) 3/4 Chiang Heng Kieng 4/4 Chiang Sang Bon 4/4 Chong Chin Look 4/4 Chiang Fong Tat 4/4 Datuk Ng Peng Ng Peng Hay 4/4 Dato Shahbudin Bin Imam Mohamad 4/4 Lim Fong Boon 4/4 Chong Sai Sin 4/4 NOTES The meetings were held on 24 August 2011, 29 November 2011, 23 February 2012 and 29 May

24 STATEMENT ON CORPORATE GOVERNANCE (cont d) Board Balance The current Board consists of nine (9) directors and one (1) alternate director, which includes five (5) Executive Directors, three (3) Independent Non-Executive Directors and one (1) Non-Independent Non-Executive Director. The Company therefore complies with Paragraph of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad which requires that at least two (2) directors or one-third (1/3) of the Board members whichever is the higher, are Independent Directors. A brief description of the background of each director is contained in the Profile of Directors section in this Annual Report. The Company is led by an experienced Board under a Chairman who is the Group Executive Director cum Chief Executive Officer. The roles of the Group Executive Chairman cum Chief Executive Officer and the Group Managing Director are separated and each has a clearly accepted division of responsibilities to ensure balance of power and authority. The Board has within it, professionals drawn from varied backgrounds, bringing in-depth and diversity in experience, expertise and perspectives to the Group s business operations. The Board is ensured of a balance and independent view at all Board deliberations largely due to the presence of its Independent Non-Executive Directors whom are independent from the Management and major shareholders of the Company. The Independent Non-Executive Directors are also free from any business dealing and other relationships that could materially interfere with the exercise of their independent judgement. Together with the Executive Directors who have intimate knowledge of the Group s businesses, the Board is constituted of individuals who are committed to business integrity and professionalism in all their activities. The Board had not appointed a Senior Independent Non-Executive Director to whom concerns regarding the Company may be conveyed, as all concerns regarding the Group can be conveyed to any one of the Directors and/or will be deliberated by all Directors during the Board meeting. Board Committees To assist the Board in discharging its duties, various Board Committees were established. The functions and terms of reference of the Board Committees are clearly defined and where applicable, comply with the recommendations of the Malaysian Code of Corporate Governance. (i) Audit Committee The objective of the Audit Committee is to assist the Board to review the adequacy and integrity of internal control system and management information system of the Group and the Company. The composition, terms of reference and summary of activities of the Audit Committee are set out in the Audit Committee Report of this Annual Report. (ii) Nomination Committee The Nomination Committee currently comprises the following members: No. of Meetings Attended Chairman: Members: Datuk Ng Peng Ng Peng Hay (Independent Non-Executive Director) Lim Fong Boon (Independent Non-Executive Director) Chong Sai Sin (Independent Non-Executive Director) 1/1 1/1 1/1 22 Annual Report 2012

25 STATEMENT ON CORPORATE GOVERNANCE (cont d) The responsibilities of the Nomination Committee are to identify skill and expertise that are relevant to the effective functioning of the Board, to review the Board structure, size and composition, to select and propose suitable candidates for appointment to the Board. The Nomination Committee also assesses the contribution and performance of each individual Director and recommends to the Board to fill the seat in the respective Committees. Besides, the Nomination Committee also annually review its required mix of skills and experience and other qualities, including core competencies which Non-Executive Directors should bring to the Board. (iii) Remuneration Committee The Remuneration Committee currently comprises the following members: No. of Meetings Attended Chairman: Members: Dato Shahbudin Bin Imam Mohamad (Non-Independent Non-Executive Director) Datuk Ng Peng Ng Peng Hay (Independent Non-Executive Director) Lim Fong Boon (Independent Non-Executive Director) 1/1 1/1 1/1 The Remuneration Committee is responsible for considering and recommending the following matters to the Board for its approval: Revision of fees payable to the Board of Directors; Reimbursement of expenses incurred in attending the Board and its Committee Meeting; Develop a remuneration policy based on performance to attract and retain high caliber and experience directors to successfully manage the business of the Group and of the Company. Supply of Information The Directors are provided with relevant agenda and timely information, such as quarterly financial results, progress report of the Group s businesses, corporate developments, regulatory and audit reports to enable them to discharge their duties and responsibilities effectively. All Directors have full access to the information within the Group as well as the advice and services of the Company Secretaries, the internal and external auditors and other independent professionals in carrying out their duties. Appointment to the Board The Nomination Committee is responsible for making recommendation for appointment to the Board. Upon appointment, the Director will undergo an orientation and familiarisation programme, including visits to the Group s businesses and meetings with senior management as appropriate, to facilitate their understanding of the Group s businesses. Training sessions have been held for Directors of the Group to keep them abreast of current and regulatory issues. Re-election of Directors Any Director appointed during the year is required under the Company s Articles of Association, to retire and seek re-election by the shareholders at the next Annual General Meeting (AGM) to be held following their appointments. The Articles also require that one-third (1/3) of the Directors including the Managing Director, if any, to retire by rotation and seek re-election at each AGM and that each Director shall submit himself for re-election at least once in every three (3) years. Directors over seventy (70) years of age are required to submit themselves for re-appointment by the shareholders annually in accordance with Section 129(6) of the Companies Act,

26 STATEMENT ON CORPORATE GOVERNANCE (cont d) Directors Training All members of the Board have attended the Mandatory Accreditation Program (MAP) conducted by Bursatra Sdn Bhd. In order to ensure that the Directors are competent in carrying out their expected roles and responsibilities, the Board members are encouraged and required to attend continuous training programmes to enhance their skills and knowledge, and to keep abreast with new developments in the market place. The training programmes attended by the Directors during the financial year ended 30 June 2012 are as follows: 1 Brief Update on 2012 Tax Budget, Corporate Governance Guide & Internal Audit Roles 2 Briefing on the New Corporate Governance Blueprint issued by Securities Commission 3 National Tax Conference Course on Business Continuity Planning 5 Comprehensive Overview of Accounting Standards 6 Deloitte TaxMax the 37th series 7 Overview of Latest Development in Malaysian Financial Reporting Standards (MFRS)/IFRS and IC Int. (IC) 8 Workshop on Accounting & Finance for Non-Accounting Professionals There is also a familiarization programme for all Board members including, where appropriate, visits to the Group s business and meetings with senior management to facilitate their understanding of the Group s businesses and operations. The Board will continue to assess their own training needs and undergo relevant training programmes to keep abreast with new regulatory changes and relevant developments in business environment on a continuous basis. Directors Remuneration The objective of the Company s policy on Directors remuneration is to ensure the level of remuneration is sufficient to attract and retain high calibre Directors to run the Group successfully. For Non-Executive Directors, the level of remuneration reflects the levels of experience, expertise and responsibilities undertaken by the individual Director concerned. Directors fees are paid to Executive and Non-Executive Directors upon approval granted by the shareholders at the Annual General Meeting. A part from it, Non-Executive Directors are paid attendance allowance for each Board and/or Audit Committee Meeting they attended. Executive Directors are not entitled to attendance allowance. Due to the sensitivity of the remuneration information, the detail disclosure of each Director s remuneration is not provided in this Annual Report. The aggregate remuneration of the Directors is categorised into appropriate components : Category Fees RM 000 Salaries RM 000 Bonuses RM 000 Other Emoluments RM 000 Total RM 000 Executive Directors 733* 1,307* 4,796* 805* 7,641* Non-Executive Directors * inclusive of remuneration paid by the subsidiary companies. 24 Annual Report 2012

27 STATEMENT ON CORPORATE GOVERNANCE (cont d) The Directors remuneration is broadly categorised into the following bands: Range of Remuneration Executive Director Non-Executive Director Below RM50,000 4 RM200,001 to RM250,000 2 RM900,001 to RM950,000 1 RM1,050,001 to RM1,100,000 1 RM5,150,001 to RM5,200,000 1 RELATIONSHIP WITH SHAREHOLDERS Dialogue between the Company and Investors The Company recognises the importance of keeping shareholders and investors informed of the Group s business and corporate developments. Such information is disseminated through press releases, press conferences, the Company s annual reports, circulars to shareholders, quarterly financial results and various announcements made from time to time. The Group has established a website at which shareholders and members of the public can access for pertinent and updated information of the Group. Alternatively the Group s latest announcements can be obtained through the Bursa Malaysia Securities Berhad s website at www. bursamalaysia.com. The Annual General Meeting (AGM) remains the principal forum for dialogue with shareholders. It is a crucial mechanism in shareholders communication for the Company. At the Company s AGM, the shareholders have direct access to the Board and are given the opportunity to ask questions during the open question and answer session prior to the motion moving for the Company s and the Group s Audited Financial Statements and Directors Report for the financial year. The shareholders are encouraged to ask questions both about the resolutions being proposed or about the Group s operations in general. Financial Reporting ACCOUNTABILITY AND AUDIT The Board aims to provide and present a balanced and meaningful assessment of the Group s financial performance and prospects, primarily through the financial statements and the Chairman s Statement in the Annual Report and quarterly financial statements. The Group s quarterly, half yearly and annual financial results announcements which are released to the shareholders within the stipulated time frame reinforce the Board s commitment to ensure accurate and timely dissemination of financial and corporate announcements for greater accountability and transparency. The Directors consider that in preparing the financial statements, the Group has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates. All accounting standards which the Board considers to be applicable have been followed, subject to any explanations and material departures disclosed in the notes to the financial statements. The Directors Responsibility Statement made pursuant to Paragraph 15.26(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad in relation to the Financial Statements is presented in the appropriate section of this Annual Report. Internal Control The Board acknowledges their responsibilities for the Group s system of internal controls covering not only financial controls but also operational and compliance controls as well as risk management. The Statement on Internal Control in this Annual Report provides an overview on the state of internal controls within the Group. Relationship with the Auditors The Board, via the Audit Committee, has established a transparent and appropriate relationship with the Group s auditors. In the course of audit of the Group s operations, the auditors highlighted to the Audit Committee and the Board, matters that require the Board s attention. The appointment of the external auditors is subject to the approval of the shareholders at the Annual General Meeting. The role of the Audit Committee in relation to the external auditors and internal auditors is described in the Audit Committee Report. CONCLUSION The Board is satisfied that the Company has substantially complied with the Best Practices of Corporate Governance throughout the financial year ended 30 June

28 The Board of Directors of Bonia Corporation Berhad is pleased to present the Report of the Audit Committee for the financial year ended 30 June AUDIT COMMITTEE REPORT MEMBERS AND MEETINGS The Audit Committee comprises the following directors, all of whom are Independent Directors. During the financial year ended 30 June 2012, the Audit Committee met four (4) times, with the following record of attendance: Chairman: Members: Datuk Ng Peng Ng Peng Hay (Independent Non-Executive Director) Lim Fong Boon (Independent Non-Executive Director) Chong Sai Sin (Independent Non-Executive Director - A member of the Malaysian Institute of Accountants) No. of Meetings Attended 4/4 4/4 4/4 NOTES The meetings were held on 24 August 2011, 29 November 2011, 23 February 2012 and 29 May The Group Executive Chairman cum Chief Executive Officer, the Group Managing Director, the Group Executive Directors, any other Board members, managers or any other senior executives may attend the meetings upon the invitation by the Committee. During the financial year ended 30 June 2012, the Audit Committee held two (2) private discussions with the External Auditors without the presence of the Executive Directors and Management. 26 Annual Report 2012

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30 AUDIT COMMITTEE REPORT (cont d) Membership TERMS OF REFERENCE The Audit Committee shall be appointed by the Board from amongst the Directors and shall consist of not less than three (3) members, all of whom shall be Non-Executive Directors, with a majority being Independent Directors and at least one (1) member of the Committee must be a member of the Malaysian Institute of Accountants or possess such other qualifications and/or experience as approved by Bursa Malaysia Securities Berhad. Review of membership is undertaken once every three (3) years. This review pertains to the term of office and performance of the members. Quorum The quorum shall be two (2) and the all must be Independent Directors. Reporting Procedures The Chairman of the Committee shall be an Independent Director appointed by the Board. He shall report on each meeting of the Committee to the Board. The Company Secretary shall be responsible for drawing up the agenda and circulating it, supported by explanatory documentation to the Committee members prior to each meeting. The Secretaries shall also be responsible for keeping minutes of meetings of the Committee and circulating them to the Committee members and to the other members of the Board. Frequency of Meetings Meetings shall be held not less than four (4) times a year. The presence of external auditors will be requested if required and the external auditors may also request a meeting if they consider it is necessary. Authority The Committee is authorised by the Board to investigate any activity within its terms of reference and shall have full and unrestricted access to both the internal and external auditors and to all employees of the Group. The Committee is also authorised to obtain external legal advice or other independent professional advice as necessary. Functions The functions of the Committee shall be: a to review with the external auditors: the audit plan; the evaluation of the system of internal accounting controls; the scope and results of audit procedures; the audit report; the assistance given by the Group s and the Company s officers to the auditors; the annual financial statements of the Group and the Company and thereafter to submit them to the Board of Directors of the Company; any problems and reservations arising from the interim and final audits, and any matters the external auditor may wish to discuss in the absence of the Management, where necessary; any related party transactions that may arise within the Company or the Group. b to consider and recommend to the Board the nomination of external auditors; c to review the internal audit plan, consider significant finding and management s response and report to the Board together with such other functions as may be agreed to by the Committee and the Board; d Assess the performance of the internal auditors and determine and approve the fees and annual increment of the internal auditors; 28 Annual Report 2012

31 AUDIT COMMITTEE REPORT (cont d) e to review the quarterly, half yearly and annual financial statements of the Group and the Company before submission to the Board, focusing particularly on: public announcement of results and dividend payment; any changes in accounting policies and practices; significant adjustments resulting from audit; the going concern assumptions; compliance with applicable approved accounting standards and regulatory requirements; f to carry out such other responsibilities, functions or assignments as may be defined jointly by the Committee and the Board of Directors from time to time; g in compliance with Paragraph of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Listing Requirements ), where the Committee is of the view that a matter reported by it to the Board has not been satisfactory resolved resulting in a breach of the Listing Requirements, the Committee must promptly report such matter to the Bursa Malaysia Securities Berhad. c d e f g reviewed with the external auditors the results of audit, their audit report and management letter and management s response; reviewed and approved the Audit Committee Report for the financial year ended 30 June 2012 to be presented in the Annual Report by the Board; reviewed the internal audit reports presented and considered the major findings of internal audit in the Group s operating subsidiaries and associated companies through the review of internal audit report tabled and management responses thereto and ensuring significant findings are adequately addressed by the management; reported to the Board on its activities and significant findings and results; reviewed the related party transactions and conflict of interest situation that might arise within the Group including any transaction, procedure or course of conduct that raises questions of Management integrity. INTERNAL AUDIT FUNCTION The Group outsources its internal audit function to an independent professional firm, which has adequate resources and appropriate standing to undertake its activities independently objectively to provide reasonable assurance to the Audit Committee regarding the adequacy and effectiveness of risk management, internal control and governance systems. The internal auditors report directly to the Audit Committee. ACTIVITIES OF THE COMMITTEE During the financial year, the Audit Committee has: a reviewed the unaudited quarterly and year-end financial statements before recommending to the Board for consideration and approval, and release to Bursa Malaysia Securities Berhad; b reviewed the audit plan, audit strategy and scope of work presented by the external auditors prior to commencement of annual audit; 29

32 It is with utmost commitment that we adhere to all applicable regulations and standards, and conduct our business with integrity and professionalism. ADDITIONAL COMPLIANCE INFORMATION pursuant to Paragraph 9.25 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad Utilisation of Proceeds The were no fund raising exercises implemented during the financial year. Share Buybacks During the financial year, there were no share buybacks by the Company. Options, Warrants or Convertible Securities The Company did not issue any options, warrants or convertible securities during the financial year ended 30 June American Depository Receipt (ADR) or Global Depository Receipt (GDR) Programme During the financial year, the Company did not sponsor any ADR or GDR programme. 30 Annual Report 2012

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34 ADDITIONAL COMPLIANCE INFORMATION pursuant to Paragraph 9.25 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (cont d) Imposition of Sanctions/Penalties There were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or Management by any relevant regulatory bodies during the financial year. Non-audit Fees During the financial year, there were non-audit fees of RM34,386 paid to the external auditors in relation to review of the Company s disclosure on realised and unrealised profits, statement of internal control, other auditors working papers and subsidiary s gross sales statements to landlords. Variation in Results During the financial year, there were no variance of results which differ by 10% or more from any profit estimate/forecast/ projection/unaudited results announced. Profit Guarantees During the financial year, there were no profit guarantees given by the Company. Material Contracts During the financial year, there were no material contracts on the Company and its subsidiaries involving Directors and major shareholders interests. Contract Relating to Loans There were no contracts relating to loans by the Company. Revaluation of Landed Properties The Company does not have a revaluation policy on landed properties. However, fair value accounting is applied for certain properties classified under the Group s Investment Properties. Recurrent Related Parties Transactions (RRPT) of Revenue or Trading Nature The aggregate value of the recurrent related party transactions conducted between the Company s subsidiaries with the related parties during the financial year is as follows: No. Transacting parties Companies within the Group Nature of transactions Interested parties and nature of relationship Amount transacted RM Cassardi International Co Ltd Dominion Directions Sdn Bhd New Series Sdn Bhd VR Directions Sdn Bhd Eclat World Sdn Bhd Purchase of men s apparels Payment of Valentino Rudy trademark royalty Note 1 1, Bonia International Pte Ltd Active World Pte Ltd Payment of Bonia, Carlo Rino and Sembonia trademarks royalties Note Annual Report 2012

35 ADDITIONAL COMPLIANCE INFORMATION pursuant to Paragraph 9.25 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (cont d) No. Transacting parties Companies within the Group Nature of transactions Interested parties and nature of relationship Amount transacted RM BIH Franchising Ltd Daily Frontier Sdn Bhd CB Marketing Sdn Bhd Mcore Sdn Bhd Apex Marble Sdn Bhd Banyan Sutera Sdn Bhd SBL Marketing Sdn Bhd SB Directions Sdn Bhd Vista Assets Sdn Bhd CRV Sdn Bhd Payment of Bonia, Carlo Rino and Sembonia trademarks royalties Note 3 1, Long Bow Manufacturing (S) Pte Ltd Active World Pte Ltd Jetbest Enterprise Pte Ltd Payment of office rental Note 4 1,324 Notes: 1 Mr Boonnam Boonnamsap is a director of Cassardi International Co Ltd ( Cassardi ) and a major shareholder of VR Directions Sdn Bhd and New Series Sdn Bhd holding 15% equity interest. Sirinee Chantranakarach and Petcharat Boonnamsap, being the sister in-law and daughter of Mr Boonnam Boonnamsap, are major shareholders of Cassardi, holding 17% and 15% equity interest respectively. Suchart Chantranakarach, Patcharawan Boonnamsap, Petcharat Boonnamsap, Yaowanuch Boonnamsap and Yaowaluck Boonnamsap, being the brother in-law and daughters of Mr Boonnam Boonnamsap, are directors of Cassardi. 2 Mr Chiang Sang Sem is a director and major shareholder of Bonia International Pte Ltd holding 60% equity interest. He is also the major shareholder and director of the Company. 3 Mr Chiang Sang Sem is the major shareholder of BIH Franchising Ltd. holding 100% equity interest. He is also the major shareholder and director of the Company. 4 Mr Chiang Sang Sem is a director and major shareholder of Long Bow Manufacturing (S) Pte. Ltd. holding 83.92% equity interest. His brother, Mr Chiang Boon Tian is also a director and shareholder of Long Bow Manufacturing (S) Pte. Ltd. holding 13.58% equity interest. Mr Chiang Sang Sem is also the major shareholder and director of the Company. The above recurrent related parties transactions of revenue or trading nature do not require the mandate of shareholders by virtue of: a The transacted parties for Item 1 fall within the interpretation of Paragraph 10.08(9); b the amount transacted for Item 2, 3 and 4 are within the interpretation of Paragraph 10.09(1)(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. Save as disclosed above, there were no recurrent related party transactions of revenue or trading nature during the financial year under review Share option offered to and exercised by Non-Executive Directors There were no share options offered to and exercised by Non-Executive Directors under the Company Executives Share Option Scheme (ESOS) during the financial year under review. 33

36 The Board of Directors of Bonia Corporation Berhad is pleased to present its Statement on Internal Control for the financial year ended 30 June 2012 STATEMENT ON INTERNAL CONTROL INTRODUCTION The Board of Directors of Bonia Corporation Berhad is pleased to present its Statement on Internal Control for the financial year ended 30 June 2012, which has been prepared pursuant to Paragraph 15.26(b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and as guided by the Statement on Internal Control: Guidance for Directors of Public Listed Companies. This statement outlines the nature and state of internal controls of the Group (comprising the Company and its subsidiaries) during the financial year. The associated companies of the Group have not been dealt with as part of the Group for the purposes of applying this guidance. RESPONSIBILITY The Board of Directors acknowledges its overall responsibility for maintaining a sound system of internal control for the Group to safeguard the shareholders investment and the Group s assets, and to discharge their stewardship responsibilities in identifying principal risks and ensuring the implementation of appropriate systems to manage these risks in accordance with the best practices of the Malaysian Code on Corporate Governance. 34 Annual Report 2012

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38 STATEMENT ON INTERNAL CONTROL (cont d) The Board further recognizes its responsibility for reviewing the adequacy and integrity of the Group s internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines. In view of the limitations that are inherent in any systems of internal control, the Group s system of internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. The Board confirms that there is a continuous process in place to identify, evaluate and manage the significant risks that may affect the achievement of business objectives. The process which has been instituted throughout the Group is updated and reviewed from time to time to suit the changes in the business environment and this on-going process has been in place for the whole financial year under review and up to the date of adoption of this Annual Report. INTERNAL CONTROL PROCESSES AND RISK MANAGEMENT FRAMEWORK The key elements of the Group s internal control processes and risk management framework are described below: There is an organisation structure with clearly defined lines of responsibility, limits of authority and accountability aligned to business and operations requirements which support the maintenance of a strong control environment. It has extended the responsibilities of the Audit Committee to include the assessment of internal controls, through the Internal Audit function. There is a clearly defined delegation of responsibilities to the Audit Committee and the Management of operating units who ensure that appropriate risk management and control procedures are in place. The Group s Management operates a risk management framework that identifies the key risks by line of business and key functional activities. There is a clearly defined framework for investment appraisal covering the acquisition or disposal of any business, application of capital expenditure and approval on borrowing. Post implementation reviews are conducted and reported to the Board. The annual plans and budgets are submitted to the Board for approval. The actual performances would be reviewed against the targeted results on a quarterly basis allowing timely response and corrective action to be taken to mitigate risks. Comprehensive management accounts and reports are prepared monthly for effective monitoring and decisionmaking. Regular scheduled management meetings are held and attended by all Executive Directors and Management to discuss and report on operational performance, business strategy, key operating statistics, legal and regulatory matters of each business unit where plans and targets are established for business planning and budgeting process. The Critical Success Factors (CSF) Committee is established as part of the stewardship team to conduct study on various business processes and functions to identify key elements that are vital to achieve company s mission and goals. Periodical internal audit has been carried out by an independent professional firm to oversee compliance with operating procedures and corporate governances, to review of the business process and effectiveness of group s internal control; and to highlight significant risks and noncompliances impacting the Group. The Audit Committee reviews and holds meetings on internal audit issues identified by the internal auditors, and devises action plan to rectify the weaknesses. 36 Annual Report 2012

39 STATEMENT ON INTERNAL CONTROL (cont d) THE INTERNAL AUDIT FUNCTION Regular internal audits are carried out by an independent professional firm to review the adequacy and integrity of the internal control systems of the business units (operational and non-operational) within the Group. The internal audit function reports directly to the Audit Committee on improvement measures pertaining to internal controls, including subsequent follow-up to determine the extent of their recommendations that have been implemented by the Management. Internal audit reports are submitted to the Audit Committee, who reviews the findings with Management at its quarterly meetings. In addition, the External Auditors management letters and management s responsiveness to the control recommendations on deficiencies noted during financial audits provide added assurance that control procedures on matters of finance are in place, and are being followed. In assessing the adequacy and effectiveness of the system of internal controls and accounting control procedures of the Group, the Audit Committee reports to the Board its activities, significant results, findings and the necessary recommendations or changes. procedures. RPG 5 also does not require the external auditors to consider whether the processes described to deal with material internal control aspects of any significant matters disclosed in the annual report will, in fact, mitigate the risks identified or remedy the potential problems. Based on their review, the external auditors have reported to the Board that nothing had come to their attention that caused them to believe that the Statement on Internal Control is inconsistent with their understanding of the process the Board has adopted in the review of the adequacy and integrity of internal control of the Group. CONCLUSION The Board is of the view that the Group s system of internal controls is generally satisfactory and has not resulted in any material loss, contingency or uncertainty. The Board and Management will continue to take necessary measures to strengthen the control environment and monitor the health of the internal controls framework of the Group. During the financial year, an audit fee of RM54,000 was paid to the internal auditors to undertake the audit and risk assessment of the Group s operating units; reviewing the units compliance to internal control procedures; highlighting weaknesses and making appropriate recommendations for improvement to ensure a sound system of internal controls. REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS The external auditors have reviewed this Statement on Internal Control for the inclusion in the annual report for the financial year ended 30 June The external auditors conducted the review in accordance with the Recommended Practice Guide 5: Guidance for Auditors on the Review of Directors Statement on Internal Control ( RPG 5 ) issued by the Malaysian Institute of Accountants. The review has been conducted to assess whether the Statement on Internal Control is both supported by the documentation prepared by or for the Directors and appropriately reflects the processes the Directors had adopted in reviewing the adequacy and integrity of the system of internal controls for the Group. RPG 5 does not require the external auditors to consider whether the Directors Statement on Internal Control covers all risks and controls, or to form an opinion on the effectiveness of the Group s risk and control 37

40 The Directors are responsible for ensuring that the Group and the Company keep proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group. DIRECTORS RESPONSIBILITY STATEMENT The Directors are required by the Companies Act, 1965 ( the Act ) to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Group and of the Company and their results and cash flows for the financial year. As required by the Act and the Listing Requirements of Bursa Malaysia Securities Berhad, the financial statements have been prepared in accordance with the applicable approved accounting standards in Malaysia and the provisions of the Act. In preparing the financial statements for the financial year ended 30 June 2012, the Directors have: selected suitable accounting policies and then applied them consistently; made judgements and estimates that are reasonable and prudent; ensured that applicable accounting standard have been followed, subject to any material departures disclosed and explained in the financial statements; prepare the financial statements on a going-concern basis. The Directors are responsible for ensuring that the Group and the Company keep proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and of the Company and to enable them to ensure that the financial statements comply with the Act. The Directors have a general responsibility for taking such steps that are reasonably available to them to safeguard the assets of the Group and of the Company and to prevent and detect fraud and other irregularities. 38 Annual Report 2012

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42 On behalf of the Board of Directors, I am pleased to present the Annual Report and Audited Financial Statement of Bonia Corporation Berhad ( The Company ) and its Group of Companies for the financial year ended 30 June CHAIRMAN S STATEMENT FINANCIAL PERFORMANCE For the financial year ended 30 June 2012, the Group achieved a revenue of RM579.8 million, a growth of 25.7% or RM118.4 million from RM461.4 million in the previous financial year. The growth was mainly attributed to the additional contribution of revenue from Jeco (Pte) Limited ( Jeco ) of RM70.2 million compared to the last financial year. The Group completed its acquisition of Jeco on 20 December As such, last year s comparative figures only include a contribution from Jeco for the second half of the year, as compared to its full year s contribution for the financial year under review. Excluding the contribution from Jeco, the Group achieved a growth of 11.9%, driven mainly by sales growth in both the boutique and consignment sales outlets. The Group reported a profit before tax of RM66.9 million for the financial year 2012, which is 18.4% higher than the profit before tax of RM56.5 million reported in the previous year. These commendable results were attributable to higher sales generated in the retail segment, as well as the additional contribution of profit before tax of RM6.4 million from Jeco. There was also a fair value adjustment amounting to RM4.6 million on long term loan to an associate as well as allowance for impairment loss on investment in associates amounting to RM4.3 million. In addition, an impairment was also made on investment properties amounting to RM1.1 million. Excluding these exceptional items, the Group would have recorded a profit before tax of RM76.9 million for the financial year under review. ECONOMIC REVIEW The Malaysian economy recorded a higher growth of 5.4% in the second quarter of 2012, driven by a stronger expansion in domestic demand amid a further moderation in external 40 Annual Report 2012

43 demand. Both private and public sector spending, particularly on capital investment, recorded robust growth during the quarter. Nevertheless, exports of goods and services moderated further, attributable mainly to weaker demand from the advanced economies. As imports recorded higher growth due to continued expansion in capital and consumption imports in line with the stronger domestic demand, net exports contracted in the second quarter. On the supply side, almost all economic sectors continued to expand. The agriculture sector, however, contracted during the quarter due to lower production of crude palm oil. Private consumption registered a strong growth of 8.8% in the second quarter. Household spending was supported by firm labour market conditions, robust income growth and improved consumer sentiments. Consumption also benefited from recent Government initiatives such as the increase in civil servant salaries, the one-off assistance to lower income households such as Bantuan Rakyat 1Malaysia (BR1M) and the increase in pensions of retired civil servants. In addition, the first (of three) payout of RM5,000 to FELDA settlers in June provided further impetus to consumer spending in the rural areas. The MIER Consumer Sentiments Index rose slightly to points in the second quarter, reflecting improved consumer confidence. The wholesale and retail trade subsector continued to grow, albeit at a moderate pace of 5.9% in the second quarter, weighed down by the slower activity in wholesale of commodities. Nonetheless, growth in the retail segment remained firm, supported by continued household spending. 41

44 CHAIRMAN S STATEMENT (cont d) The Malaysian retail sector is also set to benefit from higher tourist arrival. Malaysia recorded an overall increase of 1.2% tourist arrival with 9,438,592 tourists for the first five months of 2012 as compared to 9,323,827 tourists for the same period last year. Total receipts by tourists from January to May 2012 rose by 1.9%, generating RM21.8 billion to the country s revenue as compared to RM21.4 billion in The tourists per capita expenditure for that period is estimated at RM2,309, an increase of 0.7% as compared to RM2,294 in The popularity of shopping malls among locals and tourists, coupled with steady growth in consumer demand, will help underpin sales of fashion products moving forward. OPERATIONAL REVIEW RETAILING During the year under review, the Group has refurbished some of its flagship BONIA boutiques, namely in KLIA, First World Plaza, Queensbay Mall, Gurney Plaza, Johor Bahru City Square, Pavilion Kuala Lumpur and Mid Valley Megamall, in line with its brand upgrading exercise. The Group s newly opened BONIA, Braun Buffel and Carlo Rino boutiques at the Johor Premium Outlet have shown encouraging sales since opening. This latest move brings the number of the Group s current stand-alone boutiques in Malaysia to eighty-one (81). Of these, twenty two (22) are BONIA, twelve (12) Braun Buffel, twenty three (23) Carlo Rino, fifteen (15) Sembonia, seven (7) Valentino Rudy, and one (1) each are The Savile Row Co and Santa Barbara Polo & Racquet Club boutiques. On the overseas front, we have rebuilt our boutique presence in Vietnam with the opening of BONIA and Carlo Rino flagship boutiques in Crescent Mall, Ho Chi Minh City and BONIA, Carlo Rino and Sembonia boutiques in Keangnam Landmark 72, as well as a Sembonia boutique in Vincom Galleries, Hanoi. In Indonesia, our rapid expansion plan has yielded tremendous revenue growth of 92% compared to previous year. To date, the Group has two (2) BONIA boutiques in this market, following the recent opening of one (1) new BONIA boutique in Tunjungan Plaza 4. Another seven (7) boutique openings are underway, of which six (6) are BONIA boutiques and one (1) is earmarked for the Carlo Rino brand. In addition, the Group has introduced its Renoma leatherwear products in Indonesia with the opening of new counters in Sogo Department Store. Due to high initial investment costs for renovation, rental and set up, operations in both Vietnam and Indonesia are still in a loss making position and may be subject to certain risks in terms of political, legal, economic, foreign exchange developments moving forward. The Group is not expecting any profit contribution from these two countries for at least another 3 years. CORPORATE DEVELOPMENTS On 12 September 2011, the Company incorporated a whollyowned subsidiary in Malaysia known as Paris RCG Sdn Bhd ( PRCG ). On 29 May 2012, the Company diluted its equity interest in PRCG from 100% to 58%, arising from the allotment of 2,500,000 new ordinary shares of RM1.00 each. The authorised share capital of PRCG is RM5,000,000 divided into 5,000,000 ordinary shares of RM1.00 each of which 2,500,002 ordinary shares have been issued and paid-up. PRCG is principally involved in managing food and beverage business. As previously reported, the Group, through its Singapore subsidiary, was appointed master Franchisee for Renoma Café Gallery by its Licensor, Renoma S.T.A.R., for the territories of Malaysia, Singapore and Indonesia. The first concept Renoma Café Gallery outside Paris, France, was officially opened on 16 September 2012 by PRCG at the heart of Kuala Lumpur s Golden Triangle, on Jalan Bukit Bintang. Decorated with imported masterpiece furniture inspired by iconic French artist and brand founder Maurice Renoma, Renoma Café Gallery is bringing the essence of French Bistro Café experience to Malaysians. On 29 November 2011, the wholly-owned subsidiary of the Company, CRG Incorporated Sdn Bhd, incorporated a whollyowned subsidiary in Malaysia, known as CRI Sdn Bhd. The current authorised share capital of CRI Sdn Bhd is RM100,000 comprising 100,000 ordinary shares of RM1.00 each, of which RM2.00 have been issued and fully paid-up. The intended principal activities of CRI Sdn Bhd are distribution and export of fashionable goods and accessories. On 29 December 2011, the Company s 70% owned subsidiary, Jeco (Pte) Limited ( Jeco ) entered into the following agreements in Germany for a total cash consideration of EUR3,200,000 (approximately RM13,130,000) ( Total Cash Consideration ): a A Sale and Purchase Agreement with Mrs Christiane Brunk ( CB ) for the purpose of acquiring 49% equity interest in Braun Verwaltungs-GmbH and Braun GmbH & Co. KG ( Braun KG ) respectively for a total cash consideration of EUR980,000 (approximately RM4,021,000); b A Loan Receivable Sale Agreement with Sparkasse Rhein-Nahe ( Sparkasse ), Braun KG ( Borrower ), CB, Braun Buffel Retail GmbH & Co. KG, Braun Buffel Retail Management GmbH and Braun Buffel Suisse GmbH for the purpose of restructuring the total debts of EUR3,150,000 owed by the Borrower to Sparkasse and to be settled by Jeco with a lump sum of EUR2,200,000 (approximately RM9,027,000); and 42 Annual Report 2012

45 CHAIRMAN S STATEMENT (cont d) c Trade Mark Purchase and Transfer Agreement with Braun Buffel Markenverwertungs GmbH & Co. KG, Mr Karl- Heinz Braun and Frau Liesel Braun for the purpose of acquiring the trade mark BRAUN BUFFEL, registered in the United Arab Emirates, United States of America and Canada ( Trade Marks ) for a total cash consideration of EUR20,000 (approximately RM82,000). Jeco completed all the above acquisitions (collectively referred to as The Acquisition ) in February The Acquisition extended the licensing rights for the use of the trade mark BRAUN BUFFEL for an indefinite term for the Asia Pacific region. It also enables the Group to establish closer cooperation with Braun KG for a joint and concerted brand building effort in Europe, Asia and other parts of the world and to enhance international brand recognition and brand positioning. On 19 June 2012, the Company acquired the entire equity interest in LBJR Marketing Sdn Bhd ( LBJR ) comprising two (2) ordinary shares of RM1.00 each for a total cash consideration of RM2.00 only. The current authorised share capital of LBJR is RM500,000 comprising of 500,000 ordinary shares of RM1.00 each, of which 500,000 ordinary shares have been issued and fully paid-up. The intended principal activities of LBJR are retailing, marketing, distribution and export of fashionable goods and accessories. FUTURE PROSPECTS Despite the challenging global economy, Malaysia s GDP growth remained resilient at 5.1% in the first half of 2012, anchored by robust domestic demand and commodity exports. Inflation measured by consumer price index has moderated to around 2.3%. While sovereign debt and fiscal problems in Europe and the United States of America and also slowing growth in China and India continue to present a downside risk to the global economies, the domestic economy is envisaged to expand between 4% and 5%, sustained by government policy measures, private consumption and private investments supported by domestic-oriented industries and on-going implementation of projects under the Economic Transformation Programme. Given the cautious economic outlook, the Group will continue to explore new business opportunities prudently, locally and overseas, especially in the Middle East and South East Asia. Expansion in Indonesia and Vietnam, after reaching critical mass, is expected to keep the Group busy for the next three to five years. In view of the Group s business expansion plans abroad as well as locally, the Group expects its business to continue to grow. However, the business expansion is expected to result in higher operating cost, affecting its profitability in the short term. Barring any unforeseen circumstances, the Board of Directors is positive towards the future growth prospects of the Group for the coming financial year and performance moving forward should remain healthy. DIVIDEND The Board of Directors has recommended a final dividend of 8% or 4.0 sen per ordinary share of 50.0 sen each, less tax of 25%, amounting to RM6,047,156 and a final tax-exempt dividend of 2% or 1.0 sen per ordinary share of 50.0 sen each, amounting to RM2,015,719 in respect of the financial year ended 30 June The final dividend will be proposed for shareholders approval in the forthcoming Annual General Meeting. The entitlement date and payment date for the proposed final dividend will be determined and announced at a later date. ACKNOWLEDGEMENTS On behalf of the Board, I would like to express my utmost and sincere appreciation and gratitude to the management and staff for their conscientious efforts, commitment and dedication to delivering results. The success we achieved in financial year 2012 would not have been possible without their efforts. We are also grateful to our valued customers, partners, shareholders, business associates, government authorities and financiers for their continued support and confidence in the Group. CHIANG SANG SEM Group Executive Chairman Date : 22 October

46 Bagi pihak Lembaga Pengarah, saya dengan sukacitanya membentangkan Laporan Tahunan dan Penyata Kewangan Beraudit Bonia Corporation Berhad ( Syarikat ) dan juga Kumpulan Syarikat-syarikatnya bagi tahun kewangan berakhir pada 30 Jun PENYATA PENGERUSI PRESTASI KEWANGAN Bagi tahun kewangan berakhir pada 30 Jun 2012, Kumpulan mencatatkan pendapatan berjumlah RM579.8 juta, meningkat sebanyak 25.7% atau RM118.4 juta, berbanding RM461.4 juta yang diraihnya dalam tahun kewangan sebelumnya. Peningkatan itu disumbangkan terutamanya oleh pendapatan tambahan daripada Jeco (Pte) Limited ( Jeco ) berjumlah RM70.2 juta selepas selesai diambil alih pada 20 Disember Oleh itu, angka perbandingan pada tahun lalu hanya mewakili hasil sumbangan Jeco bagi separuh tahun kedua yang dibandingkan dengan tempoh kewangan setahun penuh dalam kajian. Tanpa mengambil kira sumbangan daripada Jeco, Kumpulan mencatatkan peningkatan pendapatan sebanyak 11.9% dijana terutamanya oleh jualan di butik-butik dan juga konsainan. Kumpulan telah mencatatkan keuntungan sebelum cukai sebanyak RM66.9 juta bagi tahun kewangan 2012, mewakili kenaikan sebanyak 18.4% berbanding RM56.5 juta yang diraih pada tahun sebelumnya. Prestasi kewangan yang lebih baik ini adalah hasil daripada jualan segmen peruncitan yang lebih tinggi, dan sumbangan tambahan keuntungan sebelum cukai Jeco sebanyak RM6.4 juta. Pelarasan nilai adil atau saksama berjumlah RM4.6 juta juga dilakukan terhadap pinjaman jangka panjang yang dibuat untuk syarikat bersekutu selain elaun rosot nilai terhadap pelaburan syarikat bersekutu berjumlah RM4.3 juta. Selain itu, rosot nilai pelaburan hartanah sebanyak RM1.1 juta juga telah diambil kira. Tanpa mengambil kira perkara-perkara luar biasa ini, Kumpulan sepatutnya mencatatkan keuntungan sebelum cukai sebanyak RM76.9 juta bagi tahun kewangan dalam kajian. KAJIAN EKONOMI Ekonomi Malaysia telah mencatatkan pertumbuhan yang lebih tinggi sebanyak 5.4% pada suku kedua tahun 2012 berikutan permintaan domestik yang lebih kukuh di tengah-tengah permintaan luar yang sederhana. Perbelanjaan sektor awam dan swasta terutamanya dalam melibatkan pelaburan modal, menyaksikan pertumbuhan yang pesat dalam suku tahun tersebut. Meskipun begitu, eksport produk dan perkhidmatan menjadi lebih sederhana, berikutan permintaan yang lebih lemah daripada ekonomi negara-negara maju. Oleh kerana, jumlah import telah menunjukkan pertumbuhan lebih tinggi 44 Annual Report 2012

47 disebabkan peluasan modal yang berterusan dan penggunaan import selari dengan permintaan domestik yang lebih kukuh, eksport bersih mengalami penguncupan pada suku kedua. Dari segi penawaran, hampir semua sektor ekonomi terus berkembang. Sektor pertanian, bagaimanapun menguncup dalam suku berkenaan disebabkan oleh pengeluaran minyak sawit mentah yang lebih rendah. Penggunaan sektor swasta berkembang sebanyak 8.8% pada suku kedua. Perbelanjaan isi rumah disokong oleh keadaan pasaran tenaga kerja yang kukuh, pertumbuhan pendapatan yang pesat dan sentimen pengguna yang lebih baik. Keadaan itu juga meraih manfaat daripada inisiatif-inisiatif yang dilaksanakan oleh kerajaan baru-baru ini, seperti kenaikan gaji kakitangan awam, bantuan yang diberikan hanya sekali kepada isi rumah berpendapatan rendah seperti Bantuan Rakyat 1Malaysia (BR1M) dan kenaikan dalam bayaran pencen pesara awam. Selain itu, pembayaran pertama dari tiga peringkat sebanyak RM5,000 kepada peneroka FELDA pada bulan Jun telah menggalakkan lagi perbelanjaan pengguna di kawasan luar bandar. Indeks Sentimen Pengguna MIER telah meningkat kepada mata pada suku kedua, sekali gus mencerminkan keyakinan pengguna yang semakin bertambah baik. Sub-sektor pemborongan dan peruncitan terus berkembang pada kadar sederhana sebanyak 5.9% pada suku kedua, selepas tertekan dengan kegiatan pemborongan komoditi yang perlahan. Bagaimanapun, pertumbuhan dalam segmen peruncitan tetap kukuh, disokong oleh perbelanjaan isi rumah yang berterusan. Sektor peruncitan Malaysia juga bakal mendapat manfaat daripada peningkatan kedatangan pelancong. Malaysia telah mencatatkan pertambahan bilangan pelancong secara keseluruhan sebanyak 1.2%, kepada 9,438,592 orang dalam tempoh lima bulan pertama tahun 2012 berbanding 9,323,827 dalam tempoh yang sama pada tahun lalu. Jumlah penerimaan daripada para pelancong dari bulan Januari hingga Mei 2012 meningkat sebanyak 1.9%, untuk menjana RM21.8 bilion 45

48 PENYATA PENGERUSI (samb) kepada pendapatan negara berbanding RM21.4 bilion pada tahun Perbelanjaan per kapita pelancong dalam tempoh tersebut dianggarkan pada RM2,309, iaitu meningkat 0.7% daripada RM2,294 pada tahun Kepopularan pusat membeli-belah di kalangan rakyat tempatan dan pelancong bersama-sama peningkatan yang baik dalam permintaan pengguna akan membantu menyokong jualan produk fesyen. KAJIAN OPERASI PERUNCITAN Bagi tahun kewangan dalam kajian, Kumpulan telah mengubahsuai beberapa buah butik perdana BONIA di KLIA, Genting First World Plaza, Pulau Pinang - Queensbay Mall, Gurney Plaza, Negeri Johor - Johor Bahru City Square, Kuala Lumpur - Pavilion Kuala Lumpur dan Mid Valley Megamall, selari dengan usaha untuk menaikkan taraf jenamanya. Butikbutik BONIA, Braun Buffel dan Carlo Rino yang baharu dibuka di Johor Premium Outlet telah menikmati tahap jualan yang amat menggalakkan sejak pembukaannya. Pembukaan butik tersebut telah meningkatkan bilangan keseluruhan butik `stand-alone (kendalian sendiri) Kumpulan di Malaysia kepada lapan puluh satu (81) buah. Daripada jumlah itu, dua puluh dua (22) butik BONIA, dua belas (12) butik Braun Buffel, dua puluh tiga (23) butik Carlo Rino, lima belas (15) butik Sembonia, tujuh (7) butik Valentino Rudy dan masing-masing, sebuah (1) butik The Savile Row Co dan butik Santa Barbara Polo & Racquet Club. Di peringkat antarabangsa, kehadiran butik kami di Vietnam diperkukuhkan kembali melalui pembukaan butik perdana BONIA dan Carlo Rino di Crescent Mall, Ho Chi Minh City dan butik-butik BONIA, Carlo Rino dan Sembonia di Keangnam Landmark 72, serta butik Sembonia di Vincom Galleries, Hanoi. Di Indonesia pula, kepesatan rancangan peluasan operasi telah menjana pertumbuhan pendapatan yang sangat menggalakkan sebanyak 92% berbanding pada tahun lepas. Melalui pembukaan sebuah (1) butik BONIA baharu di Tunjungan Plaza 4, Kumpulan kini memiliki dua (2) butik BONIA di pasaran tersebut. Tujuh (7) lagi butik akan dibuka, di antaranya enam (6) butik BONIA dan satu (1) dikenal pasti untuk jenama Carlo Rino. Kumpulan juga telah memperkenalkan produk barangan kulit Renoma di Indonesia melalui pembukaan kaunter-kaunter baharu di Sogo Department Store Indonesia. Berikutan kos pelaburan awal yang tinggi bagi kerja-kerja pengubahsuaian, penyewaan dan penubuhannya, operasi-operasi di Vietnam dan Indonesia masih lagi mengalami kerugian dan mungkin tertakluk kepada risiko-risiko dari segi politik, perundangan, ekonomi dan perkembangan pertukaran asing. Kumpulan tidak mengharapkan sebarang sumbangan keuntungan daripada kedua-dua negara tersebut sekurang-kurangnya dalam tempoh tiga (3) tahun yang akan datang. PERKEMBANGAN KORPORAT Pada 12 September 2011, Syarikat telah menubuhkan sebuah syarikat subsidiari milik penuh di Malaysia dikenali sebagai Paris RCG Sdn. Bhd. ( PRCG ). Pada 29 Mei 2012, Syarikat mengurangkan kepentingan ekuiti dalam PRCG daripada 100% kepada 58% melalui perumpukan 2,500,000 saham biasa baru bernilai RM1.00 setiap satu. Modal saham dibenarkan bagi PRCG adalah RM5,000,000 yang dibahagi kepada 5,000,000 saham biasa bernilai RM1.00 setiap satu, di mana 2,500,002 saham biasa telah diterbitkan dan dibayar. PRCG terlibat terutamanya dalam pengurusan perniagaan makanan dan minuman. Seperti mana dilaporkan sebelum ini, Kumpulan melalui syarikat subsidiarinya di Singapura, telah dilantik sebagai pemegang francais induk bagi Renoma Café Gallery oleh pemilik lesennya Renoma S.T.A.R., di Malaysia, Singapura dan Indonesia. Kafe berkonsepkan Renoma Café Gallery yang pertama terletak di luar Paris (Perancis) telah dibuka oleh PRCG pada 16 September 2012 di kawasan Pusat Segitiga Emas Kuala Lumpur dengan menempatkannya di Jalan Bukit Bintang. Renoma Café Gallery dihiasi dengan perabot-perabot import terbaik yang diilhamkan oleh artis ikonik Perancis terkemuka dan pengasas jenamanya, Maurice Renoma, bertujuan memperkenalkan pengalaman kafe bistro gaya Perancis kepada para pelanggan Malaysia. Pada 29 November 2011, syarikat subsidiari milik penuh Syarikat, CRG Incorporated Sdn. Bhd., telah memperbadankan syarikat subsidiari milik penuh di Malaysia dikenali sebagai CRI Sdn. Bhd. Modal saham semasa yang dibenarkan bagi CRI Sdn. Bhd. adalah RM100,000, terdiri daripada 100,000 saham biasa bernilai RM1.00 setiap satu, yang mana RM2.00 telah diterbitkan dan dibayar sepenuhnya. Kegiatan utama CRI Sdn. Bhd. menjalankan kegiatan pengedaran dan pengeksportan produk serta aksesori fesyen. Pada 29 Disember 2011, syarikat subsidiari yang mana 70% kepentingannya dipegang oleh Syarikat, Jeco (Pte) Limited ( Jeco ) telah memeterai perjanjian-perjanjian berikut di negara Jerman melibatkan pertimbangan tunai berjumlah sebanyak EUR3,200,000 (kira-kira RM13,130,000) ( Jumlah Pertimbangan Tunai ): a Perjanjian Jual dan Beli dengan Puan Christiane Brunk ( CB ) bertujuan untuk memiliki kepentingan ekuiti sebanyak 49% dalam Braun Verwaltungs-GmbH dan Braun GmbH & Co. KG ( Braun KG ) masingmasing dengan jumlah pertimbangan tunai sebanyak EUR980,000 (kira-kira RM4,021,000); b Perjanjian Jualan Pinjaman Belum Terima dengan Sparkasse Rhein-Nahe ( Sparkasse ), Braun KG ( Peminjam ), CB, Braun Buffel Retail GmbH & Co. KG, 46 Annual Report 2012

49 PENYATA PENGERUSI (samb) c Braun Buffel Retail Management GmbH dan Braun Buffel Suisse GmbH bertujuan menyusun semula hutang berjumlah EUR3,150,000 yang diberikan Peminjam kepada Sparkasse dan akan dilunaskan secara sekali gus oleh Jeco berjumlah sebanyak EUR2,200,000 (kira-kira RM9,027,000); dan Perjanjian Pembelian dan Pemindahan Cap Dagangan dengan Braun Buffel Markenverwertungs GmbH & Co. KG, Mr Karl-Heinz Braun dan Frau Liesel Braun untuk tujuan mendapatkan cap dagangan BRAUN BUFFEL, yang didaftarkan di Emiriyah Arab Bersatu, Amerika Syarikat dan Kanada ( Cap Dagangan ) dengan jumlah pertimbangan tunai berjumlah sebanyak EUR20,000 (kira-kira RM82,000). Jeco telah menyelesaikan kesemua pemerolehan itu (dirujuk secara kolektif sebagai Pemerolehan ) pada bulan Februari Pemerolehan tersebut telah melanjutkan tempoh hak lesen bagi penggunaan cap dagangan BRAUN BUFFEL selama-lamanya di rantau Asia Pasifik. Langkah itu juga membolehkan Kumpulan menjalin kerjasama lebih erat dengan Braun KG bagi tujuan pembangunan bersama dan bersepadu jenama tersebut di Eropah, Asia dan bahagianbahagian lain di dunia, serta meningkatkan pengiktirafan dan kedudukan jenama di peringkat antarabangsa. Pada 19 Jun 2012, Syarikat telah memperoleh keseluruhan kepentingan ekuiti dalam LBJR Marketing Sdn. Bhd. ( LBJR ) melibatkan dua (2) saham biasa bernilai RM1.00 setiap satu untuk jumlah pertimbangan tunai sebanyak RM2.00 sahaja. Modal saham semasa yang dibenarkan bagi LBJR adalah RM500,000 terdiri daripada 500,000 saham biasa bernilai RM1.00 setiap satu, yang mana 500,000 saham biasa telah diterbitkan dan dibayar sepenuhnya. Kegiatan utama LBJR yang dicadangkan termasuk penjualan, pemasaran, pengedaran dan pengeksportan produk serta aksesori fesyen. PROSPEK MASA DEPAN Di sebalik keadaan ekonomi dunia yang mencabar, pertumbuhan Keluaran Dalam Negara Kasar (KDNK) Malaysia kekal berdaya tahan pada kadar 5.1% dalam separuh pertama tahun 2012, disokong oleh permintaan domestik dan eksport komoditi yang kukuh. Kadar inflasi yang diukur menggunakan Indeks Harga Pengguna berada pada paras sederhana sekitar 2.3%. Ketika kemelut hutang kedaulatan dan fiskal di Eropah dan Amerika Syarikat serta pertumbuhan perlahan yang dialami China dan India, kekal membawa risiko berlakunya kejatuhan ekonomi dunia, pertumbuhan ekonomi Malaysia dijangka berkembang antara 4% dan 5%, dikekalkan oleh langkah-langkah yang diambil melalui dasar-dasar kerajaan, penggunaan dan pelaburan sektor swasta disokong oleh industri berorientasi domestik dan pelaksanaan projek-projek yang sedang berlangsung di bawah Program Transformasi Ekonomi. Berikutan tinjauan ekonomi yang berhati-hati, Kumpulan akan terus menerokai peluang-peluang perniagaan baharu secara berhemat di dalam dan luar negara, terutamanya di Timur Tengah dan Asia Tenggara. Peluasan operasi Kumpulan di Indonesia dan Vietnam, akan menjadikannya sibuk untuk tempoh tiga hingga lima tahun akan datang. Selaras dengan pelan perluasan perniagaan Kumpulan sama ada di dalam dan luar negara, Kumpulan menjangkakan perniagaannya akan terus berkembang. Peluasan perniagaan itu, bagaimanapun dijangka meningkatkan kos operasi, dan seterusnya menjejaskan keuntungan dalam jangka pendek. Tanpa mengambil kira keadaan yang luar biasa, Lembaga Pengarah mempunyai pandangan yang positif terhadap prospek pertumbuhan Kumpulan bagi tahun kewangan akan datang dan prestasi untuk tempoh yang berikutnya kekal baik. DIVIDEN Lembaga Pengarah telah mencadangkan dividen akhir sebanyak 8% atau 4.0 sen setiap saham biasa bernilai 50.0 sen setiap satu, ditolak cukai sebanyak 25%, berjumlah RM6,047,156; dan dividen akhir yang dikecualikan cukai akhir sebanyak 2% atau 1.0 sen bagi setiap saham biasa bernilai 50.0 sen setiap satu, berjumlah RM2,015,719 bagi tahun kewangan berakhir pada 30 Jun Dividen akhir akan dicadangkan untuk mendapat kelulusan para pemegang saham pada Mesyuarat Agung Tahunan akan datang. Tarikh kelayakan dan pembayaran dividen akhir yang dicadangkan, akan ditentukan dan diumumkan pada satu tarikh kelak. PENGHARGAAN Bagi pihak Lembaga, saya ingin merakamkan setinggi-tinggi penghargaan kepada pihak pengurusan dan kakitangan atas segala usaha, komitmen dan dedikasi mereka. Kejayaan yang diraih dalam tahun kewangan 2012 tidak mungkin direalisasikan tanpa kegigihan mereka. Kami juga ingin mengucapkan terima kasih kepada para pelanggan, rakan kongsi, pemegang saham, rakan perniagaan, pihak berkuasa kerajaan dan pembiaya di atas sokongan dan keyakinan mereka terhadap Kumpulan. CHIANG SANG SEM Pengerusi Eksekutif Kumpulan Tarikh: 22 Oktober

50 本人谨此代表董事局, 提呈宝利机构 ( 本 公司 ) 及其集团公司截至 2012 年 6 月 30 日财政 年的常年报告, 以及已审查财务报表 主席献词 财务表现 截至 2012 年 6 月 30 日止的财政年裡, 本集团的营业收入达 5 亿 7980 万令吉, 比上一个财政年的 4 亿 6140 万令吉增长了 25.7% 或 1 亿 1840 万令吉 和上一个财政年度相比, 主要的增长是来自于 Jeco (Pte) Limited ( Jeco ) 7020 万令吉的贡献 本集团是于 2010 年 12 月 20 日完成收购 Jeco 因此, 去年的比较数字只包括 Jeco 下半年的贡献, 相比本财政年是全年的贡献 扣除 Jeco 的贡献, 本集团也取得了 11.9% 的增长, 主要是来自专营经销店及代销销售点的业绩增长所推动 本集团在 2012 财政年的税前盈利是 6690 万令吉, 比前一个财政年的 5650 万令吉增加了 18.4% 取得如此佳绩要归功于零售业务的较高销售额, 加上 Jeco 贡献了 640 万令吉的税前盈利 另一方面则对一家联营公司的长期贷款作出一个相等于 460 万令吉的公允价值调整, 以及对一间联营公司相等于 430 万令吉的投资减值亏损拨备 再加上 110 万令吉的产业投资减值亏损 若不把这些损失计算在内, 本集团在这个财政年裡应获得 7690 万令吉税前盈利 经济回顾 马来西亚的经济在 2012 年第 2 季取得 5.4% 的较高增长率, 归因于国内需求强力扩张, 儘管外部需求已进一步放缓 私人和公共部门的支出, 特别是在资金投入, 在本季度取得强劲增长 然而, 商品的出口和服务进一步放缓, 主要归因于发达经济体的需求减弱 由于配合强劲国内需求, 资金及消费入口持续扩张, 使进口取得较高增长率, 净出口在第 2 季度收缩 在供应方面, 几乎所有的经济领域不断扩大 然而, 农业领域在本季度由于原棕油产量下降而收缩 48 Annual Report 2012

51 私人消费开支在第 2 季取得强劲增长 8.8% 家庭支出受到劳工市场情况稳健 强劲的收入增长和消费意願所扶持 消费也受益于政府最近的举措, 包括给公务员加薪, 如一次性发出一个大马援助金 (BR1M) 给低收入家庭和增加退休公务员的退休金 此外, 在 6 月份首次 ( 共 3 次 ) 支付 5000 令吉给 FELDA 垦殖民, 进一步推动了乡区的消费支出 大马研究院的消费者情绪指数在第 2 季小幅上涨至 点, 反映出消费者的信心改善 批发和零售贸易副领域继续增长, 但在第 2 季的 5.9% 成长步伐温和, 而受较慢的商品批发活动拖累 无论如何, 零售业务获得家庭支出持续支持而保持稳固增长 马来西亚的零售领域也因抵马遊客人次的上升而受惠 来马遊客在 2012 年首 5 个月取得整体增长 1.2%, 达 943 万 8592 人次的记录, 去年同期只有 932 万 3827 人次 2012 年 1 月至 5 月从遊客身上获得的总收益上升 1.9%, 给国家的收入带来 218 亿令吉, 在 2011 年只有 214 亿令吉 游客在这时期的人均消费支出估计为 2309 令吉, 比 2011 年的 2294 令吉增加了 0.7% 深受国内外遊客欢迎的商场, 加上消费品需求的稳健上升, 将有助于将时尚产品向前迈进 49

52 主席献词 ( 续 ) 在海外方面, 我们的专营经销店在越南重整旗鼓, 在胡志明市的 Crescent Mall 开设 BONIA 及 Carlo Rino 旗舰店, 同时也在河内的 Keangnam Landmark 72 设立 BONIA Carlo Rino 及 Sembonia 专营经销店 而在 Vincom Galleries 则有 Sembonia 专营经销店 在印尼, 我们的快速扩张计划已带来巨大收入成长, 与前一年相比增长了 92% 最新的 BONIA 专营经销店最近在 Tunjungan Plaza 4 开张, 让该品牌在印尼的专营经销店的数目至今合共 2 间 另外 7 间专营经销店即将开张, 其中 6 间是 BONIA,1 间是 Carlo Rino 本集团还在印尼推出了 Renoma 皮具产品, 在 Sogo Department Store 开设新的专櫃 由于初期的投资成本在装修 租金和开设经费高昂, 在越南和印尼这两地的运作仍是处于亏损状况 并且, 在今後的政治 法律 经济及外汇发展方面也许会面对一定的风险 在未来的至少 3 年内, 本集团不期望在这两个国家的发展会带来任何盈利的贡献 企业发展 本公司于 2011 年 9 月 12 日, 在马来西亚注册成立独资子公司 Paris RCG Sdn Bhd ( PRCG ) 于 2012 年 5 月 29 日, 本公司透过配发每股 1 令吉的 250 万新普通股, 将其在 PRCG 的股权从 100% 稀释到 58% PRCG 的批准股本是 500 万令吉, 分为每股普通股 1 令吉的 500 万普通股, 其中的 250 万零 2 股普通股已发行及缴足 PRCG 主要是从事食品和饮料业务管理 营运回顾 零售 本集团在过去的财政年裡翻新了多间 BONIA 旗舰专营经销店, 特别是在吉隆坡国际机场 云顶第一城 槟城的 Queensbay Mall Gurney Plaza, 新山 City Square 吉隆坡的 Pavilion 和谷中城, 以配合品牌提升活动 本集团在 Johor Premium Outlet 设立的 BONIA Braun Buffel 及 Carlo Rino 专营经销店自开张以来, 均取得令人鼓舞的销售额 此外, 本集团旗下品牌目前在马来西亚共有 81 间独立专营经销店, 分别有 :BONIA-22 间 Braun Buffel-12 间 Carlo Rino-23 间 Sembonia-15 间 Valentino Rudy-7 间 The Savile Row Co 及 Santa Barbara Polo & Racquet Club 各 1 间 之前已报告过, 本集团通过在新加坡的子公司, 获得 Renoma Café Gallery 的授权人 Renoma S.T.A.R. 委任为其在马来西亚 新加坡和印尼区的主专营公司 首个在法国巴黎以外的 Renoma Café Gallery 概念咖啡厅经由 PRCG 于 2012 年 9 月 16 日正式在吉隆坡金三角的 Jalan Bukit Bintang 开张 内里的进口家具有灵感源自法国艺术家兼品牌创造者 Maurice Renoma 的设计 Renoma Café Gallery 为马来西亚食客带来法式小酒馆咖啡厅的体验 本公司之独资子公司 CRG Incorporated Sdn Bhd 于 2011 年 11 月 29 日在马来西亚注册成立独资子公司 CRI Sdn Bhd 其当前的法定股本为 10 万令吉, 包括 100,000 股普通股每股面值 1 令吉, 其中的 2 令吉已发行及缴足股款 CRI Sdn Bhd 预期的主要业务是销售和出口时尚商品及配饰 2011 年 12 月 29 日, 本公司拥有 70% 股权的子公司 Jeco (Pte) Limited ( Jeco ) 在德国签下了总值 320 万欧元 ( 约 1313 万令吉 ) ( 总现金代价 ) 的以下协议 : 一与 Mrs Christiane Brunk ( CB ) 签订一项买卖协议, 目的在于收购 Braun Verwaltungs-GmbH 及 Braun GmbH & Co. KG ( Braun KG ) 的各 49% 股权, 总收购价为 98 万欧元 ( 约 402 万 1000 令吉 ); 50 Annual Report 2012

53 主席献词 ( 续 ) 二 三 与 Sparkasse Rhein-Nahe ( Sparkasse ) Braun KG ( 借款人 ) CB Braun Buffel Retail GmbH & Co. KG Braun Buffel Retail Management GmbH 及 Braun Buffel Suisse GmbH 签订一项应收贷款, 目的在于重组借款人欠 Sparkasse 之 315 万欧元的债务, 并由 Jeco 以 220 万欧元 ( 约 902 万 7000 令吉 ) 一次付清 ; 及 与 Braun Buffel Markenverwertungs GmbH & KG Mr Karl-Heinz Braun Frau Liesel Braun 签署的商标购买和转让协议, 目的在于收购在阿联酋 美国及加拿大注册的 BRAUN BUFFEL 注册商标, 代价为 2 万欧元 ( 约 8 万 2000 令吉 ) Jeco 在 2012 年 2 月完成所有上述收购行动 ( 统称 有关收购 ) 有关收购扩大了在亚太区无限期使用 BRAUN BUFFEL 註册商标的特许权 它也让本集团加强与 Braun KG 的合作关係, 以在欧洲 亚洲及世界各地同心协力打造品牌, 並提升在国际上的品牌认知及品牌地位 本公司在 2012 年 6 月 19 日, 以 2 令吉的代价, 收购了拥有 2 股普通股, 每股面值 1 令吉的 LBJR Marketing Sdn Bhd ( LBJR ) LBJR 目前的批准股本是 50 万令吉, 包括 50 万股每股面值 1 令吉的普通股, 其 50 万股普通股已发行及缴足了 LBJR 预期的主要业务是零售 市场营销 销售及出口时尚产品及配件 未来展望 尽管面对具有挑战性的全球经济, 马来西亚的国内生产总值在 2012 年上半年保持稳健的 5.1% 增长率, 主要因素是上半年强劲的国内需求和商品出口 由消费价格指数衡量的通胀率放缓至 2.3% 左右 虽然在欧洲和美国面对债务及财务问题, 加上中国和印度的经济增长也放缓, 全球经济持续呈下调的风险, 预计国内经济在政府政策 私人消费及私人投资获得国内相关行业支持和经济转型计划下持续推行的项目支持下, 预计可扩大到 4 至 5% 之间 由于大家对经济前景持谨慎态度, 本集团将继续谨慎地探索国内外, 特别是在中东和东南亚的新商业机会 在印尼和越南扩展面对临界点後, 将使本集团在未来的 3 到 5 年非常繁忙 随著本集团在国外及本地扩展业务之後, 本集团的业务将持续增长 然而, 业务的扩张预计将导致较高的经营成本, 从而影响在短期内的盈利 除非出现预料不到的情况下, 董事局看好本集团在下一个财政年度的增长前景及未来的表现应维持在健康水平 股息 关于 2012 年 6 月 30 日届满的财政年度, 董事局建议派发股息 8% 或每 50.0 仙普通股 4.0 仙的年终股息, 扣除 25% 税务後, 总计为 604 万 7156 令吉, 另加 2% 或每 50.0 仙普通股 1.0 仙的年终免税股息, 总计为 201 万 5719 令吉 上述年终股息将在来临的年度大会上提出寻求股东们的核准通过 其领取和支付日期将在较後宣布 致谢 我谨此代表董事局, 向管理层和全体员工表达我最真诚的谢意, 感谢他们以认真尽责的努力 承诺及献身精神, 为公司带来成果 若是没有他们的努力, 我们不可能在 2012 财政年度取得这样的成就 我们也感谢我们尊贵的顾客 合伙人 股东 商业伙伴 政府当局及银行对本集团的持续支持与信赖 张送森集团执行主席 日期 :2012 年 10 月 22 日 51

54 The Group s Vision 2015 is to be recognized in the region as the preferred employer and to create a workforce of passion and accountability. CORPORATE SOCIAL RESPONSIBILITY The Group is committed to managing our business in a socially responsible manner which is aligned with our business strategy. Our position as one of the leaders in designing, manufacturing, marketing and distribution of fashionable leather goods, apparel and accessories brings with it many responsibilities. We recognize that it is equally important to measure the impact of our activities on our customers, employees, shareholders, communities and the environment. In particular, we are committed to ensuring that the Group engages with and makes a positive contribution to the local communities. We believe that a firm commitment to Corporate Social Responsibility (CSR) activities forms the basis of good corporate citizenship and promotes good corporate governance. As part of our commitment to CSR, the Group has been involved in various activities during the financial year. THE WORKPLACE We believe that our people are our most important asset in helping us to attain our objectives. With a constantly growing 52 Annual Report 2012

55 workforce, it is imperative that we continue to invest in our staff to meet the demands of our rapid progress. Training programmes and specialized courses are conducted regularly to upgrade the skills and improve the competency levels of our employees. Apart from in-house training activities, our employees are encouraged to attend external courses sponsored by the Group. The Group also promotes staff appreciation and recognition efforts such as long service awards, appreciation dinners, birthday celebration, festive gatherings, family and sport events. The Group s Mission, articulated as 3R Mission, identifies three main areas of focus: Recognition to be recognized as an international luxury brand with excellent customer satisfaction Resources to build, recognize and reward our valued human capital Responsibilities to provide sound returns to stakeholders and fulfill community social responsibilities. The Group s Vision 2015 is to be recognized in the region as the preferred employer and to create a workforce of passion and accountability. 53

56 CORPORATE SOCIAL RESPONSIBILITY (cont d) THE COMMUNITY During the year under review, the Group contributed a total of RM180,220 in monetary assistance to various community projects, charitable organizations and local communities. The main beneficiaries of the Group s contributions are the following organizations: Sam Wei Keong Temple Fund, Melaka; The Rotary Club of Utara Subang Jaya; The National Cancer Society Malaysia; The National Autism Society of Malaysia; Persatuan Pengarang Aliran China, Malaysia; 1 MCA Medical Foundation; Taiwan Buddhist Tzu Chi Foundation Malaysia; Majlis Olimpik Malaysia; Surau Al-Amin, Bandar Tun Razak; Nalanda Buddhist Society; Malaysian Aeon Foundation; and Parent-Teacher Association of several schools The Group continues to place a special emphasis on the education sector in line with our belief that education plays a key role in realizing our Government s vision to create a knowledge-based society. As such, it has continued to make contributions to schools and other education-related initiatives. Contributions were also made to various health organizations and charities. On 7 January 2012, BONIA Club collaborated with Rumah Sayangan to organize a visit for orphans to the Royal Selangor factory. Rumah Sayangan is a non-profit organization which operates homes for abused, underprivileged and less fortunate children. BONIA provided free meals, transportation and souvenirs for the trip and the children from Rumah Sayangan were happy to receive ang pows, BONIA mugs and notebooks as souvenirs of the visit. The souvenirs were sponsored by BONIA staff and distributed by one of the Group s subsidiary company director, Mr. David Chiang. Another important area of focus in CSR is health related awareness building and education. BONIA was pleased to support this year s The Estee Lauder Companies Breast Cancer Awareness Campaign, first established in 1992 and brought to Malaysia in The campaign s core objectives are to raise awareness towards breast health, spread the message that early detection saves lives and to raise funds for breast cancer research, treatment and support. The campaign s beneficiaries include the Breast Cancer Welfare Association, the National Cancer Society, College of Radiology Malaysia and the Cancer Research Initiatives Foundation. BONIA contributed in several ways to the campaign, held from 14 October until 14 November 2011, at Pavilion KL, which made its debut as campaign venue this year. BONIA s contributions included donating RM2,000 in kind to The National Cancer Society of Malaysia, participating in the Pink Night Out event by sponsoring in the Raffles (RM100 Cash Voucher x 5 units), the Pink Passport (RM50 Cash Rebate Vouchers) and the Celebrity Fashion Show, witnessing the illumination of Bukit Bintang in Pink. BONIA also supported the Breast Cancer Awareness month spirit by giving out Pink Ribbons to each guest who walked into the boutique during this time. 54 Annual Report 2012

57 CORPORATE SOCIAL RESPONSIBILITY (cont d) THE MARKETPLACE The Group has built a good reputation as a manufacturer and distributor of quality products and provider of excellent customer service. In view of our commitment to providing only the best for our customers, quality remains the main emphasis of all our production and management systems, and stringent controls are carried out from the initial raw material stage to the final stage before finished goods are delivered. THE ENVIRONMENT The Group believes it has a part to play in contributing towards a greener environment. Through various efforts and initiatives, we have continued to implement key energy saving measures, such as maintaining air-conditioning on a need-to-use basis, switching off non-essential lighting and equipment during nonoperating hours, creating awareness among our staff on the recycling of waste materials, and continuous improvements in our manufacturing process. As part of our efforts to promote more eco-lifestyle products, we have introduced a range of eco-friendly handbags made from genuine leather tanned with vegetable dyes using traditional Italian techniques. Unlike chemical dyes, which pollute the earth, vegetable dyes are easily disposed of and recycled into fertilizers. On 25 September 2011, the Company participated in an educational visit organized by the Taiwan Buddhist Tzu Chi Foundation Malaysia to its Free Clinic at Pudu, Cheras, Jing- Si Books & Café, Kuala Lumpur and Jinjang Recycle Center. At the recycling center, participants were able to familiarize themselves with the benefits of recycling and to re-affirm their commitment to protect our natural environment. The Company recognizes that a healthy lifestyle and safeguarding a healthy planet are closely related and must go hand in hand. To support this holistic view, the Company organizes weekly vegetarian luncheon and sharing sessions to promote a healthier lifestyle in continuation of last year s Save The Environment & Planet campaign. 55

58 FIVE-YEAR GROUP FINANCIAL HIGHLIGHTS 30 June June June June June 2012 Revenue (RM 000) 300, , , , ,812 Profit before tax (RM 000) 38,334 29,515 45,455 56,546 66,882 Profit after tax (RM 000) 28,223 21,062 33,203 42,604 45,557 Profit / (loss) attributable to: - Shareholders of the parent (RM 000) 27,948 20,607 33,547 39,152 40,885 - Non-controlling interests (RM 000) (344) 3,452 4,672 Profit before tax margin (%) Profit after tax margin (%) Total assets (RM 000) 265, , , , ,339 Cash and cash equivalents (RM 000) 67,997 44,138 70,017 56,037 71,170 Total borrowings (RM 000) 67,169 38,951 29,335 51,243 53,248 Shareholders equity (RM 000) 164, , , , ,398 No. of ordinary shares in issue ( 000) 201, , , , ,571 Share price at financial year end (RM) Net assets per share (RM) Net basic EPS (sen) PE ratio (times) Gross dividend (%) Annual Report 2012

59 FIVE-YEAR GROUP FINANCIAL HIGHLIGHTS (cont d) REVENUE PROFIT BEFORE TAX 700, ,000 RM ,000 70,000 RM ,000 60, , ,000 50,000 40,000 30, ,000 20, ,000 10, PROFIT AFTER TAX TOTAL SHAREHOLDERS EQUITY 45,000 40,000 35,000 RM , ,000 RM , ,000 25,000 20, ,000 15, ,000 10,000 5,000 50, NET BASIC EPS GROSS DIVIDEND 25.0 SEN 12.0 %

60 We celebrate the support of our customers, employees and associates with glamorous and fun-filled activities and events throughout the year. EVENT HIGHLIGHTS 2011/12 1BONIA TRAVELS TO PARIS From July till December 2011, BONIA held Travel to Paris themed road shows at shopping malls around Malaysia to launch its new luggage, bag and perfume collections. True to its theme, the road show was a celebration of the City of Light, illuminating the splendours of traveling with BONIA. MEDIA APPRECIATION DINNER 2 BONIA has enjoyed a rather successful fashion journey over the years and has steadily grown its community of loyal brand enthusiasts. This was accelerated and amplified through the support from the fashion and lifestyle media who have regularly been covering BONIA s collections and developments and have thus contributed to the brand s growing popularity and success. As a gesture of its sincere gratitude, BONIA hosted a fine dining event for media at Frangipani Restaurant, Changkat Bukit Bintang on 29 September In appreciation of their continuous support, media guests were treated to a sumptuous dinner followed by an exclusive preview of BONIA s Fall/Winter 2011/12 Ad campaign and collection. As a special surprise, media were invited to select their product of choice from the brand new collection Annual Report 2012

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62 EVENT HIGHLIGHTS 2011/12 (cont d) 3BONIA 11 TH ANNUAL GOLF TOURNAMENT 3 BONIA hosted its 11 th Golf Tournament on 23 November Business associates and corporate clients participated in a healthy game of golf and embraced the challenge of the tournament. While attractive prizes greeted the winners, all participants enjoyed the scrumptious lunch in the company of good friends during this yearly event. JACKY CHEUNG, ½ CENTURY WORLD TOUR CONCERT 4 BONIA was one of the main sponsors for Jacky Cheung s ½ Century World Tour Concert in Malaysia in December Jacky Cheung s fans among BONIA customers were in for an extra treat as they received complimentary limited edition Jacky Cheung Concert merchandise when purchasing their VVIP tickets at respective BONIA outlets. 4 5SEMBONIA FASHION STYLING WORKSHOP, PAVILION SEMBONIA collaborated with a fashion magazine to treat its readers and SEMBONIA customers to an exclusive fashion workshop. The Fashion Styling Workshop was held on 17 December 2011 and featured a professional stylist who shared the latest fashion tips with the participants and introduced them to the concept of creativity in fashion styling. MISS TOURISM INTERNATIONAL Carlo Rino was the official leatherwear sponsor for the globally recognized premier international beauty pageant Miss Tourism International 2011 held on 31 December The event aimed to promote the hosting nation s tourism industry to the world. The finale were held at Sunway Resort Hotel. Bolivia s beauty queen, Miss Fabiana Beatriz Barrero Suarez, has won the title of Miss Elegance Carlo Rino All delegates took part in an exciting visiting programme during their stay in Malaysia. The busy agenda included a visit to the Carlo Rino Boutique at Gurney Plaza, Penang Annual Report 2012

63 EVENT HIGHLIGHTS 2011/12 (cont d) 7 BONIA & CARLO RINO VIETNAM GRAND OPENING 7 The Group marked its expansion in Asia with the launch of two flagship boutiques in Crescent Mall, Ho Chi Minh City, Vietnam on 11 February To celebrate the launch, BONIA and Carlo Rino jointly hosted a fashion show. Celebrations continued over the next few months as BONIA opened more new boutiques in Asia, namely Vincom Galleries and Keangnam Landmark 72 in Vietnam and Tunjungan Plaza 4 and Grand Indonesia in Indonesia. 8 8 LATEST FASHION SHOWCASE FOR THE DISTINCTIVE SEMBONIA STYLE SEMBONIA showcased their signature collection in a fashion showcase at Pavilion Pit Stop Fashion Pavilion KL on 25 March The same collection was also featured during Midvalley Megamall Fashion Week on 22 April 2012, representing the brand s continual evolution, symbolizing sophistication. 61

64 EVENT HIGHLIGHTS 2011/12 (cont d) 9 PUTRA BRANd AwARdS 2012 A PRESTIGIOUS PEOPLE S CHOICE AWARD 9 On 24 April 2012, BONIA received the Putra Most Promising Brand of the Year under the Apparel and Accessories category of the Putra Brand Awards 2012 (The People s Choice Award). Geoffroy de Drouas, (Business Development General Manager of BONIA), who received the award from Yang Amat Berhormat Tan Sri Dato Haji Muhyiddin Bin Haji Mohd Yassin (Deputy Prime Minister of Malaysia, Minister of Education), explained BONIA s efforts in building on its brand presence and valuation: Successful brands must not only imbue high quality best practices, but must build emotional appeal and loyalty through cutting-edge creativity. People will embrace brands that deliver on their brand promise. 10 BONIA S FACEBOOK CONTEST FOR PARENTS DAY SEMBONIA - BUMPER NEWSLETTER INAUGURAL ISSUE During the Parents Day celebration between 1 April 26 May 2012, BONIA organized The First and Only Gift for Your Mother Contest and The Classic BONIA for the Greatest Father Contest for its facebook fans. BONIA offered different prizes to be won each week. Out of 3468 participants, 8 lucky winners received exclusive BONIA items for their best weekly scores in the online game. In May 2012, SEMBONIA revealed their version of a stylish lifestyle by spreading uptrend vogue news and updating on latest exquisite designs in their inaugural bumper newsletter. The publication featured a glimpse of SEMBONIA s latest Spring/Summer 2012 collection and included many popular fashion & lifestyle topics. 62 Annual Report 2012

65 EVENT HIGHLIGHTS 2011/12 (cont d) NST FATHER S DAY DADDY, YOU RE MY HERO CONTEST 13 New Straits Times organized a Father s Day contest entitled Daddy, you re my hero from 23 May till 12 June BONIA took the opportunity to show its appreciation for fathers by sponsoring attractive leather items (gift set, wallet, and briefcase) and also luggage bags worth a total of RM 5,000 especially for fathers. Readers had to compose a creative message to their dads for a chance to win those luxurious prizes from BONIA. 13 CARLO RINO BRAND AMBASSADOR IN VIETNAM An exclusive fashion show cum press conference was held at the Carlo Rino Boutique in Keangnam Mall on 8 August Event highlights were the launch of Carlo Rino s 2012 Collection as well as the appointment of Ms Minh Hang, Award Winning Actress/ Singer from the popular reality show Dancing with The Stars 2012, as Carlo Rino s Brand Ambassador in Vietnam. The fashion show themed Colours of Carlo Rino 2012 featured a wide range of fancy, bright-coloured, full leather items, Carlo Rino s very own signature design of the evergreen monogram collection, trendy yet feminine shoes and more. A private function was held afterwards for media and special guests. 14 FIRST RENOMA CAFÉ GALLERY OUTSIDE PARIS COMES TO KL Renoma, an internationally renowned brand recognized in more than 25 countries from Europe to Asia, has opened its second Renoma Café Gallery in Bukit Bintang, Kuala Lumpur. Renoma Café Gallery KL offers Malaysians the essence of French bistro café experience combined with highend service. Check out the imported masterpiece furniture inspired by the French artist Maurice Renoma. The unique boutique in this iconic fashion café in Kuala Lumpur s golden triangle began operations in September It is situated at Lot 510, Jalan Bukit Bintang, 55100, KL. More information is available at 63

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