MINUTES OF THE TWENTY-THIRD ANNUAL GENERAL MEETING OF THE COMPANY HELD AT ATLANTA EAST, LEVEL 3, ARMADA HOTEL, LOT 6, LORONG UTARA C, SECTION 52, 46200 PETALING JAYA, SELANGOR DARUL EHSAN ON MONDAY, 4 JUNE 2018 AT 10:30 A.M. PRESENT: DIRECTORS Mr Yen Wen Hwa (Ngan Tzee Manh) (Chairman) Mr Lee Chee Whye Ms Angela Heng Chor Kiang Mr Tung Kum Hon Mr John David Cambridge Dr Ong Eng Leng @ Ong Eng Lin YM Tengku Djan Ley Bin Tengku Mahaleel IN ATTENDANCE Ms Mieko Choong Company Secretary BY INVITATION Mr Lam Hoi Khong Group Finance Director Mr Andrew Yeo Peng Khoon Group Human Resources Director Mr Ong Liang Win General Manager, Group Finance Mr Terence Chong Commercial Finance Manager Ms Wong Meng Wai Group Financial Manager Mr Siew Kar Fong Senior Manager, Group Finance Mr Justin Gan Assistant Manager, Group Finance Mr Nehemiah Loo Group IT Manager Mr Lloyd Yoong Operations Director Ms Sharon Leong Secretary Ms Clarissa Yo Secretary Mr Chan Kam Chiew Audit Partner, KPMG PLT Mr Ng Kean Leng Audit Manager, KPMG PLT Ms Vivien Peh Assistant Manager, KPMG PLT Ms Lim Lena - Representing Boardroom Corporate Services (KL) Sdn. Bhd. ( Boardroom ) Ms Janice Yong Representing Boardroom Ms Megan Song Representing Boardroom Ms Teo Wan Ting - Representing Boardroom The list of shareholders and proxies who attended the Meeting are set out in the Attendance Lists attached and shall form an integral part of this Minutes.
1. CHAIRMAN The Chairman, Mr Yen Wen Hwa (Ngan Tzee Manh), extended a warm welcome to all members, proxies and invitees present at the Company s Twenty-Third Annual General Meeting ( 23rd AGM ). 2. QUORUM The Company Secretary confirmed that a quorum was present. With the requisite quorum being present, the Meeting was called to order at 10.30 a.m. The Chairman proceeded to introduce the Board, the Group Finance Director, Mr Lam Hoi Khong and the Company Secretary to the shareholders. He also conveyed the apologies from Mr Tung Kum Hon, the Independent Non- Executive Director of the Company, who would excuse himself from the Meeting at approximately 11.30 a.m. due to a pending urgent matter. The Chairman then requested the Executive Director and Chief Executive Officer of the Company, Mr Lee Chee Whye ( George Lee ), to take the Meeting through the proceedings for and on his behalf. 3. NOTICE With the consent of the members present, the Notice convening the Meeting having been circulated for the prescribed period was taken as read. George Lee then proceeded with the business of the 23rd AGM. 4. SUMMARY OF PROXIES RECEIVED As part of good governance, George Lee informed the members that the Company had received in total forty (40) proxy forms from the shareholders for a total of Eighty Million Three Hundred Forty-Three Thousand and Six Hundred Fifty (80,343,650) only representing 55.51 of the total number of issued shares of the Company. 5. RIGHTS OF SHAREHOLDERS George Lee informed the shareholders that they are encouraged to participate, speak and vote in this Meeting. 2
6. POLLING George Lee informed the Meeting that pursuant to Paragraph 8.29A of the Main Market Listing Requirements ( MMLR ) of Bursa Malaysia Securities Berhad ( Bursa Securities ), all resolutions set out in the Notice of the 23rd AGM must be voted by poll. Accordingly, the Chairman demanded for a poll to be taken on all the resolutions set forth in the Notice of the 23rd AGM pursuant to Article 66.1 of the Company s Articles of Association. George Lee also informed that the Company has appointed Tricor Investor & Issuing House Services Sdn. Bhd. as the Poll Administrator to conduct the poll process by way of electronic voting and GovernAce Advisory & Solutions Sdn. Bhd. has been appointed as the Scrutineer to verify the poll results. He added that the Meeting shall go through all the motions and the polling process will be conducted upon the conclusion of the deliberations of all items on the Agenda. George Lee then proceeded with the resolutions set out in the Notice of the 23rd AGM. 7. AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 AND THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON George Lee informed the Meeting that the Audited Financial Statements of the Company for the financial year ended 31 December 2017 ( FYE 2017 ) together with the Reports of the Directors and Auditors thereon were meant for discussion only as approval from the shareholders is not required. At the invitation of George Lee, the Group Finance Director, Mr Lam Hoi Khong, presented the financial performance of the Company for the FYE 2017, five-year financials trend of the Company and its subsidiaries (the Group ) and Group s performance for the first quarter ended 31 March 2018. George Lee then presented the key challenges and achievement of the Group for the FYE 2017 and moving forward critical success factors, business strategies and the Company s key focus areas for the financial year ending 31 December 2018. Thereafter, George Lee informed that the Minority Shareholder Watchdog Group ( MSWG ) had on 31 May 2018 written to the Company seeking clarification/information on several points and issues pertaining to strategic and financial matters of the Company. He then read out the questions received from the MSWG and provided the answers to the questions raised at the Meeting for the benefit of the shareholders. A copy of the slide presentation on the questions raised by the MSWG and answers is attached herein as Appendix A. 3
Subsequent to the presentations by George Lee and Mr Lam Hoi Khong, George Lee then invited questions from the floor on the Audited Financial Statements of the Company for the FYE 2017. A number of shareholders and proxies made comments and sought clarification on various issues which were succinctly addressed by the Board of Directors. The salient issues raised were as follows:- A. Financial /Operations (i) The Company had on 20 March 2018 entered into a termination agreement with Dong Nai Food Industrial Corporation, Vietnam ( DOFICO ) to terminate the joint venture agreement ( JVA ) dated 24 May 2015, mainly due to DOFICO failing to comply with the agreed minimum printed carton volumes of tobacco packaging set out in the JVA which had led to continuous losses for Toyo (Viet) DOFICO Print Packaging Company Limited. B. Outlook of the Company (i) (ii) (iii) Following the cessation of its major customer s operations in Malaysia and their subsequent shifts in production facilities to Singapore, Korea and Indonesia, the main subsidiary of the Company, namely Tien Wah Press (Malaya) Sdn Bhd ( TWPM ) had ceased its business operations in Malaysia. TWPM had transferred its majority production volumes to Vietnam and Indonesia to improve its strategic position to service the customers and reduce the Group s operating costs over the longer term. To reduce dependency on the major customer of the Group, the Group shall strive to seek business opportunities for volume growth in a new geographical segment and shall actively participate in new tenders. The Company would still focus on the printing business for tobacco industry and diversify into the packaging business to create value for the shareholders. The Company would also consider diversifying into food packaging business in Vietnam. C. Proposals/Suggestions (i) The Company noted the shareholder s request to include the Statement of Profit and Loss of the Group into the abridged version of the Annual Report of the Company in future. After having addressed all the questions raised, it was recorded that the Audited Financial Statements of the Company for the FYE 2017 had been duly tabled and received by the shareholders. 4
Thereafter, George Lee went through each of the motions set out in the Notice of the Meeting. 8. POLL PROCEDURE After going through all the motions set out in the Notice of the Meeting, the representative from Tricor Investor & Issuing House Services Sdn. Bhd., Ms. Karen Tan, briefed the floor on the polling procedure. The shareholders and proxies present were then given time to cast their votes. George Lee informed that the outcome of the poll would be announced after a short break as it would take some time for the Scrutineer to tabulate the results of the poll. The Meeting was then adjourned at 11.50 a.m. for the votes to be counted and to enable the Scrutineer to present their report to the Chairman. 9. POLL RESULTS The Meeting resumed at 12.20 p.m. and after obtaining the report, the representative of the Scrutineer, Mr Ryan Chong, announced the results of the poll as follows:- (i) ORDINARY RESOLUTION 1 - FINAL SINGLE-TIER DIVIDEND The results of the poll for the 1 were as follows:- 1 Declaration of a final single-tier dividend of 4.00 sen per ordinary share for the financial year ended 31 December 2017 84,445,650 99.996 3,000 0.004 CARRIED THAT a final single-tier dividend of 4.00 sen per ordinary share in respect of the financial year ended 31 December 2017 be and is hereby approved for 5
payment on 29 June 2018 to shareholders whose names appear in the Record of Depositors at the close of business on 8 June 2018. (ii) ORDINARY RESOLUTION 2 - RE-ELECTION OF DIRECTOR MR YEN WEN HWA (NGAN TZEE MANH) Pursuant to Article 86.1 of the Articles of Association of the Company, Mr Yen Wen Hwa (Ngan Tzee Manh) retired as Director of the Company and being eligible, has offered himself for re-election. The results of the poll for the 2 were as follows:- 2 Re-election of Mr Yen Wen Hwa (Ngan Tzee Manh) as Director 84,445,650 99.996 3,000 0.004 CARRIED THAT the retiring Director, namely Mr Yen Wen Hwa (Ngan Tzee Manh), who retired pursuant to Article 86.1 of the Articles of Association of the Company, be and is hereby re-elected as Director of the Company. (iii) ORDINARY RESOLUTION 3 - RE-ELECTION OF DIRECTOR - MR TUNG KUM HON Pursuant to Article 93 of the Articles of Association of the Company, Mr Tung Kum Hon retired as Director of the Company and being eligible, has offered himself for re-election. The results of the poll for the 3 were as follows:- 3 Re-election of Mr Tung Kum Hon as Director 84,445,650 99.996 3,000 0.004 CARRIED 6
THAT the retiring Director, namely Mr Tung Kum Hon, who retired pursuant to Article 93 of the Articles of Association of the Company, be and is hereby re-elected as Director of the Company. (iv) ORDINARY RESOLUTION 4 - RE-ELECTION OF DIRECTOR - MR JOHN DAVID CAMBRIDGE Pursuant to Article 93 of the Articles of Association of the Company, Mr John David Cambridge retired as Director of the Company and being eligible, has offered himself for re-election. The results of the poll for the 4 were as follows:- 4 Re-election of Mr John David Cambridge as Director 84,445,650 99.996 3,000 0.004 CARRIED THAT the retiring Director, namely Mr John David Cambridge, who retired pursuant to Article 93 of the Articles of Association of the Company, be and is hereby re-elected as Director of the Company. (v) ORDINARY RESOLUTION 5 - RE-ELECTION OF DIRECTOR - MR DR ONG ENG LENG (ONG ENG LIN) Pursuant to Article 93 of the Articles of Association of the Company, Dr Ong Eng Leng (Ong Eng Lin) retired as Director of the Company and being eligible, has offered himself for re-election. 7
The results of the poll for the 5 were as follows:- 5 Re-election of Dr Ong Eng Leng (Ong Eng Lin) as Director 84,445,650 99.996 3,000 0.004 CARRIED THAT the retiring Director, namely Dr Ong Eng Leng (Ong Eng Lin), who retired pursuant to Article 93 of the Articles of Association of the Company, be and is hereby re-elected as Director of the Company. (vi) ORDINARY RESOLUTION 6 - RE-ELECTION OF DIRECTOR - YM TENGKU DJAN LEY BIN TENGKU MAHALEEL Pursuant to Article 93 of the Articles of Association of the Company, YM Tengku Djan Ley Bin Tengku Mahaleel retired as Director of the Company and being eligible, has offered himself for re-election. The results of the poll for the 6 were as follows:- 6 Re-election of YM Tengku Djan Ley Bin Tengku Mahaleel as Director 84,439,350 99.989 9,300 0.011 CARRIED THAT the retiring Director, namely YM Tengku Djan Ley Bin Tengku Mahaleel, who retired pursuant to Article 93 of the Articles of Association of the Company, be and is hereby re-elected as Director of the Company. 8
(vii) ORDINARY RESOLUTION 7 - RE-APPOINTMENT OF AUDITORS The existing Auditors, KPMG PLT, had retired and had indicated their willingness to continue in office. The results of the poll for the 7 were as follows:- 7 Re-appointment of KPMG PLT as Auditors 84,445,650 99.996 3,000 0.004 CARRIED THAT the retiring Auditors, KPMG PLT, having signified their consent to act, be and is hereby re-appointed as Auditors of the Company for the ensuing year until the conclusion of the next AGM at a fee to be determined by the Directors. (viii) ORDINARY RESOLUTION 8 - DIRECTORS FEES TO THE NON-EXECUTIVE DIRECTORS FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2018 The 8 was to approve the Non-Executive Directors Fees up to an aggregate amount of RM300,000 per annum in respect of the financial year ending 31 December 2018 and payments thereof. The results of the poll for the 8 were as follows:- 8 Approval of the payment of Non- Executive Directors Fees up to an aggregate amount of RM300,000 per annum in respect of the financial year ending 31 December 2018 84,415,750 99,961 32,900 0.039 CARRIED 9
THAT the Non-Executive Directors Fees up to an aggregate amount of RM300,000 per annum in respect of the financial year ending 31 December 2018 and payments thereof be and is hereby approved. (ix) ORDINARY RESOLUTION 9 - BENEFITS PAYABLE TO THE NON-EXECUTIVE DIRECTORS FOR THE PERIOD FROM 5 JUNE 2018 UNTIL THE NEXT AGM OF THE COMPANY IN YEAR 2019 TO BE PAID QUARTERLY IN ARREARS The 9 was to seek shareholders approval on the Benefits Payable up to an aggregate amount of RM80,000 to the Non-Executive Directors for the period from 5 June 2018 until the next AGM of the Company in year 2019, to be paid quarterly in arrears. The results of the poll for the 9 were as follows:- 9 Approval of the payment of Benefits Payable to the Non- Executive Directors up to an aggregate amount of RM80,000 for the period from 5 June 2018 until the next AGM of the Company in year 2019 to be paid quarterly in arrears 84,422,050 99.969 26,600 0.031 CARRIED THAT the Benefits Payable up to an aggregate amount of RM80,000 to the Non-Executive Directors for the period from 5 June 2018 until the next AGM of the Company in year 2019, to be paid quarterly in arrears, be and is hereby approved. 10
(x) ORDINARY RESOLUTION 10 - PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE ( PROPOSED SHAREHOLDERS MANDATE ) In view of George Lee being an interested party in the resolution on the Proposed Shareholders Mandate, he invited Mr John David Cambridge, an Independent Non-Executive Director of the Company, to take over the Chair to table the motion to the meeting. The results of the poll for the 10 were as follows:- 10 Proposed Renewal of Shareholders Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature 4,359,250 81.262 1,005,200 18.738 CARRIED THAT subject to Paragraph 10.09 of the MMLR of Bursa Securities, the Group be and are hereby authorised to enter into recurrent related party transactions of a revenue or trading nature as set out in Section 2.3 of the Circular to Shareholders dated 25 April 2018 with the related parties mentioned therein which are necessary for the Group s day-to-day operations and/or in the ordinary course of business of the Group on normal commercial terms which are not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company and THAT such approval shall continue to be in force until: (i) (ii) the conclusion of the next AGM of the Company following the general meeting at which this shall be passed, at which time it will lapse, unless by a resolution passed at the general meeting, the authority conferred by this resolution is renewed; the expiration of the period within which the next AGM of the Company after the date it is required to be held pursuant to Section 340(2) of the Companies Act 2016 (the Act ) (but shall not extend to such extensions as may be allowed pursuant to Section 340(4) of the Act); or 11
(iii) revoked or varied by resolution passed by the shareholders of the Company at a general meeting, whichever is earlier; THAT in making the disclosure of the aggregate value of the recurrent related party transactions conducted pursuant to the proposed shareholders approval in the Company s annual report, the Company shall provide a breakdown of the aggregate value of recurrent related party transactions made during the financial year, amongst others, based on:- (i) (ii) the type of the recurrent related party transactions made; and the name of the related parties involved in each type of the recurrent related party transactions made and their relationship with the Company. AND THAT the Directors of the Company and its subsidiaries be and are hereby authorised to complete and do all such acts and things as they may consider expedient or necessary to give effect to the transactions as authorised by this Proposed Shareholders Mandate. Mr John David Cambridge then handed the Chair back to the Chairman to continue with the Meeting. 10. CONCLUSION There being no other business to be transacted, the Meeting closed at 12.30 p.m. with a vote of thanks to the Chair. SIGNED AS A CORRECT RECORD Signed... CHAIRMAN Date: 7 August 2018 12
Appendix A TIEN WAH PRESS HOLDINGS BERHAD (340434-K) TWENTY-THIRD ANNUAL GENERAL MEETING 4 JUNE 2018 QUESTIONS AND ANSWERS 1. On 20 March 2018, Tien Wah Press Holdings Berhad, Dong Nai Food Industrial Corporation ( DOFICO ) and Toyo (Viet) Dofico Print Packaging Co. Ltd ( TVDP ), have mutually agreed to terminate its Joint Venture Agreement dated 24 May 2015. Upon execution of the Termination Agreement and Transfer Contract, DOFICO shall transfer the 50 of the total charter capital of TVDP and all rights and interest to TWPH. This exercise is expected to be completed by 30 June 2018. What will be the outlook of TVDP in FY2018? TVDP will source for other local tobacco customers in Vietnam or within the region, and also as the Group s Contingent Plan for Alliance Print Technologies Co. Ltd ( APT ), Vietnam. 2. As stated in the Management Discussion & Analysis ( MD&A ) on page 24 of the Annual Report, the weighted average utilization rate of Gravure printer was 44.2 in FY2017 compared 52.8 in FY2016. The reduction in the weighted average utilization rate was due to an increased number of Gravure printers and delay in the commencement of Alliance Print Technologies FZE ( APTF ), Dubai s operation. (a) What will be the estimated weighted average utilization rate of Gravure printer in FY2018? The estimated weighted average utilization rate of Gravure printer in the first 4 months of operation in FY2018 is 52.3. (b) What is the optimal weighted average utilization rate of the Gravure printer? The optimal weighted average utilization rate of the Gravure printer is 68.8. 3. As disclosed in the Statement of Profit or Loss and Other Comprehensive Income on page 75 of the Annual Report, Other Expenses increased from RM13.39 million in FY2016 to RM49.53 million in FY2017. Please provide the breakdown of these expenses. Details of Other Expenses 2017 RM 000 2016 RM 000 Remarks Retrenchment expenses (31,046) (12,114) 2017: TWPM RM11.3m; Anzpac RM19.7m (AUD5.98m) Amortisation of (4,334) (1,401) intangible assets Forex gain / (loss) (6,608) 2,374 Mainly unrealized forex loss from weakened USD loan from TWPH to subsidiary 1
Tien Wah Press Holdings Berhad (340434-K) - Twenty-Third Annual General Meeting (Questions and Answers) 2017 2016 Remarks RM 000 RM 000 Impairment loss on (7,280) - Anzpac impairment RM6.8m; PPE TWPM impairment RM0.5m RPGT tax on disposal - (1,787) of L&B Others (262) (461) Total (49,530) (13,389) 4. Investment properties of RM43.45 million comprising factory and office building are leased to a third party. The lease contains a non-cancellable period of 3 years. What is the long term plan for these investment properties? The Group plans to dispose the factory and office building which is located in Sydney, Australia. 2