DIRECTORS REPORT 28
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DIRECTORS REPORT (Cont d) 30
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STATEMENT BY DIRECTORS Pursuant to Section 169 (15) of the Companies Act, 1965 32
STATUTORY DECLARATION Pursuant to Section 169 (16) of the Companies Act, 1965 33
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the financial year ended 31 December 2013 34
STATEMENTS OF FINANCIAL POSITION As at 31 December 2013 35
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the financial year ended 31 December 2013 36
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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Cont d) 38
STATEMENTS OF CASH FLOWS For the financial year ended 31 December 2013 39
STATEMENTS OF CASH FLOWS (Cont d) 40
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 31 December 2013 41
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INDEPENDENT AUDITORS REPORT To The Members Of Pan Malaysia Corporation Berhad 96
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INDEPENDENT AUDITORS REPORT (Cont d) 98
PROPERTIES OWNED BY THE GROUP As at 31 December 2013 Location, Description and Usage Approximate Area Sq. meter Approximate Age of Building Years Net Book Value RM'000 MALAYSIA State of Selangor Darul Ehsan 1 lot of leasehold industrial land with factory and office building at Persiaran Raja Muda, Shah Alam, Selangor Darul Ehsan (Lease expires in 2071) (Date of acquisition: September 1999) 10,800 43 5,185 1 lot of leasehold industrial land with factory and office building at lot 614, Tapak Perusahan Shah Alam, Persiaran Raja Muda, Shah Alam, Selangor Darul Ehsan (Lease expires in 2068) (Date of acquisition: July 2009) 24,295 46 16,296 State of Pulau Pinang 1 lot of leasehold land with an office and warehouse at no. 101-G, Lintang Kampong Jawa, Lot 4, Kawasan MIEL, Bayan Baru, Pulau Pinang (Lease expires in 2041) (Date of acquisition: September 1999) 976 32 418 State of Johor Darul Takzim 1 lot of freehold land with warehouse at no. 35, Jalan Mashyur 3, Taman Perindustrian Cemerlang, Ulu Tiram, Johor Darul Takzim. (Date of acquisition: September 1999) 446 20 294 HONG KONG 1 unit of leasehold warehouse at Block 1, Unit C, 23rd Floor, Kingford Industrial Building, nos. 26-32 Kwai Hei Street, Kwai Chung, New Territories (Lease expires in 2047) (Date of acquisition : September 1999) 771 35 1,160 SINGAPORE 1 lot of leasehold apartment at no. 152, Prince Charles Crescent, Singapore (Lease expires in 2096) (Date of acquisition: July 1999) 194 13 2,714 99
ANALYSIS OF SHAREHOLDINGS As at 23 April 2014 Class of Share Voting Rights : Ordinary share of 50 sen each : 1 vote per ordinary share Substantial Shareholders as per Register of Substantial Shareholders Direct Interest Deemed Interest Name No. of Shares %# No. of Shares %# 1. Malayan United Industries Berhad 195,056,000 27.53 276,090,200 38.97 2. Pan Malaysian Industries Berhad 471,146,200 66.51 3. Tan Sri Dato Khoo Kay Peng 471,146,200 66.51 4. Tarrega Holdings Sdn Bhd 189,060,500 26.69 5. Oriental Omega Sdn Bhd 79,109,700 11.17 6. KKP Holdings Sdn Bhd 471,146,200 66.51 7. Soo Lay Holdings Sdn Bhd 471,146,200 66.51 8. Norcross Limited 471,146,200 66.51 9. Cherubim Investment (HK) Limited 471,146,200 66.51 Directors Shareholdings in the Company and related corporations as per Register of Directors Shareholdings Ordinary shares of 50 sen each in Pan Malaysia Corporation Berhad Direct Interest Deemed Interest No. of Shares % No. of Shares % Wong Aun Phui 426,500 0.06 # Ordinary shares of RM1 each in Malayan United Industries Berhad Wong Aun Phui 2,222,398 0.08 Tan Sri Dato Dr Yeoh Oon Kheng 358,461 0.01 100
Distribution of Shareholders Holdings No. of Holders % No. of Shares %# Less than 100 shares 280 3.25 6,041 0.00 100-1,000 shares 1,426 16.53 1,216,145 0.17 1,001-10,000 shares 4,435 51.42 21,359,192 3.02 10,001-100,000 shares 2,144 24.86 73,138,357 10.32 100,001 - less than 5% of issued shares# 335 3.88 167,091,765 23.59 5% and above of issued shares# 4 0.06 445,585,700 62.90 Total 8,624 100.00 708,397,200 100.00 Note:- # Based on the issued and paid-up share capital of the Company comprising 773,357,000 ordinary shares and after deduction of 64,959,800 treasury shares retained by the Company as per Record of Depositors. 101
ANALYSIS OF SHAREHOLDINGS (Cont d) As at 23 April 2014 Thirty (30) Largest Registered Shareholders Name No. of Shares %# 1. Public Nominees (Tempatan) Sdn Bhd - Tarrega Holdings Sdn Bhd 171,420,000 24.20 2. RHB Capital Nominees (Tempatan) Sdn Bhd - Malayan United Industries Berhad 147,340,000 20.80 3. Oriental Omega Sdn Bhd 79,109,700 11.17 4. Malayan United Industries Berhad 47,716,000 6.74 5. RHB Capital Nominees (Tempatan) Sdn Bhd - Messrs Tarrega Holdings Sdn Bhd 17,640,000 2.49 6. Appreplex (M) Sdn Bhd 7,920,000 1.12 7. Chin Khee Kong & Sons Sdn Bhd 7,343,200 1.04 8. Ding Choo King 5,700,000 0.80 9. Lee Yu Yong @ Lee Yuen Ying 4,620,000 0.65 10. Zulkifli bin Hussain 4,375,700 0.62 11. Kim Hin Joo Private Limited 4,200,000 0.59 12. Lim Kian Siong 4,191,500 0.59 13. Chua Ah Moi @ Chua Sai Peng 3,687,000 0.52 14. UOB Kay Hian Nominees (Asing) Sdn Bhd - For UOB Kay Hian Pte Ltd 2,027,930 0.29 15. Citigroup Nominees (Asing) Sdn Bhd - For OCBC Securities Private Limited 1,957,633 0.28 16. Public Nominees (Tempatan) Sdn Bhd - Securities Account for Lee Hock Leong 1,952,700 0.28 17. CIMSEC Nominees (Asing) Sdn Bhd - For CIMB Securities (Singapore) Pte Ltd 1,850,065 0.26 18. Kenanga Nominees (Tempatan) Sdn Bhd - Securities Account for Chin Kiam Hsung 1,760,000 0.25 19. Jamil bin S Othman Ghani 1,500,000 0.21 20. Maybank Nominees (Tempatan) Sdn Bhd - Lee Yu Yong @ Lee Yuen Ying 1,461,000 0.21 21. Onn Kok Puay (Weng GuoPei) 1,416,500 0.20 22. Choong Kow Joo & Sons Sdn Bhd 1,400,000 0.20 23. Tan Ah Moi 1,400,000 0.20 24. Affin Nominees (Tempatan) Sdn Bhd - Securities Account for Yu Kuan Chon 1,366,200 0.19 25. RHB Nominees (Tempatan) Sdn Bhd - Securities Account for Chin Kiam Hsung 1,300,000 0.18 26. Chin Sin Lin 1,240,000 0.18 27. Wong Li Cheng @ Heng Lee Koon 1,210,000 0.17 28. Siew Soo Jin 1,199,300 0.17 29. Lim Choon Cheng 1,171,000 0.17 30. Lee Teck Hao 1,120,000 0.16 Total 530,595,428 74.90 Note:- # Based on the issued and paid-up share capital of the Company comprising 773,357,000 ordinary shares and after deduction of 64,959,800 treasury shares retained by the Company as per Record of Depositors. 102
FORM OF PROXY Pan Malaysia Corporation Berhad IMPORTANT! Please take note that all the fields underlined in this proxy form are mandatory and must be completed in full and accurately. The Company reserves the right to invalidate and/or reject any proxy form which is not complete or accurately filled in. 1. To approve Directors fees of RM127,592. Resolutions For Against 2. To re-elect Mr Wong Nyen Faat as Director of the Company. 3. To re-elect Mr Chan Choung Yau as Director of the Company. No. of Shares Held: 4. To appoint Messrs BDO as auditors of the Company and to authorize the Directors to fix their remuneration. 5. Proposed authority to allot and issue shares pursuant to Section 132D of the Companies Act, 1965. 6. Proposed renewal of authority for the purchase of own shares by Pan Malaysia Corporation Berhad. (Please indicate with an X how you wish to cast your vote. If you do not do so, the proxy will vote or abstain from voting at his discretion.) Signed this day of 2014 Seal Signature I/We NRIC/Company No. of Tel. No. being a member of PAN MALAYSIA CORPORATION BERHAD hereby appoint NRIC No. of (percentage of shareholding represented %) or failing him/her, NRIC No. of (percentage of shareholding represented %) or failing him/her, the Chairman of the meeting, as my/our proxy to vote for me/us and on my/our behalf at the Fifty-First Annual General Meeting of the Company to be held at Rembau Room, Corus Paradise resort Port Dickson, 3.5km, Jalan Pantai, 71000 Port Dickson, Negeri Sembilan Darul Khusus on Wednesday, 18 June 2014 at 2.30 p.m. and at any adjournment thereof, and to vote as indicated below:- Notes:- 1. Only a member whose name appears on the Record of Depositors as at 9 June 2014 shall be entitled to attend and vote at the meeting or appoint proxies to attend and/or vote on his or her behalf. A member of the Company entitled to attend and vote at a meeting of the Company, or at a meeting of any class of members of the Company, shall be entitled to appoint any person as his proxy to attend and vote instead of the member at the meeting. There shall be no restriction as to the qualification of the proxy. 2. A member entitled to attend and vote shall not be entitled to appoint more than two proxies to attend and vote at the same meeting. Where a member is an authorized nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint one proxy only in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. Where a member of the Company is an exempt authorized nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ( omnibus account ), there is no limit to the number of proxies which the exempt authorized nominee may appoint in respect of each omnibus account it holds. An exempt authorized nominee refers to an authorized nominee defined under the Securities Industry (Central Depositories) Act, 1991 which is exempted from compliance with the provisions of subsection 25A(1) of the Securities Industry (Central Depositories) Act, 1991. 3. Where a member and/or an exempt authorized nominee, appoint two or more proxies, the appointments shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy in the instrument appointing the proxies. 4. The Form of Proxy shall be in writing under the hand of the appointor or his attorney duly authorized in writing or if such appointor is a corporation, under its common seal or under the hand of the attorney. 5. The Form of Proxy must be deposited at the registered office of the Company at Unit 3, 191, Jalan Ampang, 50450 Kuala Lumpur not less than 48 hours before the time appointed for holding the meeting or any adjournment hereof.
Stamp The Company Secretary Pan Malaysia Corporation Berhad Unit 3, 191, Jalan Ampang 50450 Kuala Lumpur Malaysia 104