BRIGHTER JOURNEY AHEAD

BRIGHTER JOURNEY AHEAD

Brighter Journey Ahead CONTENTS 2 24 6 27 7 29 8 98 10 99 Notice of Annual General Meeting Corporate Information Financial Highlights Board of Directors and Directors Profile Management s Discussion & Analysis 13 Statement on Corporate Gorvernance Statement on Risk Management and Internal Control Audit Committee Report Financial Statements List of Properties Held by Group Analysis of Shareholdings Proxy Form Ever since the company s foundation in 1934, Teo Guan Lee Corporation Berhad has been focusing on its journey to improve the quality and design of its branded apparels. For each and every year, Teo Guan Lee Corporation Berhad evaluates the company s previous year performance and determines to do better for the current year. With unwavering determination for improvement of its products and the company s expansions in strategic locations, Teo Guan Lee Corporation Berhad awaits the current weak and competitive market with strong preparations.

NOTICE OF ANNUAL GENERAL MEETING NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Twenty-Fourth Annual General Meeting of the Company will be held at the Conference Room of Teo Guan Lee Corporation Berhad, Plot 28 Lorong Perusahaan Maju 4, Prai Industrial Estate, 13600 Prai, Pulau Pinang on Monday, 27 November at 12.00 noon for the following purposes:- A G E N D A 1. To receive the Audited Financial Statements of the Company for the financial year ended 30 June together with the Reports of the Directors and of the Auditors thereon. Please refer to Note A As Ordinary Business 2. To declare a final single tier dividend of 5 sen per share for the financial year ended 30 June. Ordinary Resolution 1 3. To re-elect the following Directors retiring under the provision of Article 98 of the Articles of Association of the Company, and who, being eligible, have offered themselves for re-election:- a) Mr Lee Kean Cheong Ordinary Resolution 2 b) Dato Mustapha Bin Abdul Hamid Ordinary Resolution 3 4. To re-elect Mr Chin Yoong Mun retiring under the provision of Article 105 of the Articles of Association of the Company, and who, being eligible, has offered himself for reelection. Ordinary Resolution 4 5. To re-appoint Messrs Peter Chong & Co. as Auditors of the Company and to authorise the Board of Directors to fix their remuneration. Ordinary Resolution 5 As Special Business To consider and if thought fit, to pass with or without modifications the following resolutions: - 6. To approve the payment of Directors fees of 45,000 for the financial year ending 30 June 2018. Ordinary Resolution 6 7. Continuing in office as an Independent Non-Executive Director THAT authority be and is hereby given to Dato Mustapha Bin Abdul Hamid who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years to continue to act as an Independent Non-Executive Director of the Company. Ordinary Resolution 7 8. Proposed Renewal of Shareholders Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature THAT subject always to the provisions of the Companies Act ( the Act ), the Memorandum and Articles of Association of the Company, the Bursa Malaysia Securities Berhad Main Market Listing Requirements or other regulatory authorities, approval be and is hereby given to the Company and/or its subsidiaries to enter into recurrent related party transactions with the corporations as set out in Clause 2.2 of the Circular to Shareholders dated 27 October ( the Circular ), which are necessary for the day to day operations and are carried out in the ordinary course of business and are on normal commercial terms which are not more favourable to the related parties than those generally available to the public and not detrimental to the minority shareholders as set out in the Circular ( Mandate ). THAT the Directors be empowered to do all such acts and things considered necessary or expedient to give full effect to the Mandate with full powers to assent to any conditions, modifications, revaluations, variations and/or amendments as may be imposed by the relevant authorities. 2 TEO GUAN LEE CORPORATION BERHAD (283710-A)

NOTICE OF ANNUAL GENERAL MEETING (Cont d) As Special Business (Cont d) 8. Proposed Renewal of Shareholders Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature (Cont d) THAT such Mandate shall commence upon passing this ordinary resolution and to be in force until:- (a) the conclusion of the next Annual General Meeting ( AGM ) of the Company at which time the authority shall lapse unless the authority is renewed by a resolution passed at the meeting; (b) the expiration of the period within which the next AGM after that date it is required to be held pursuant to Section 340(2) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or (c) revoked or varied by ordinary resolution of the shareholders of the Company at a general meeting; whichever is earlier. And THAT the Directors of the Company be and are hereby authorised to complete and to do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this ordinary resolution. Ordinary Resolution 8 9. Authority to Issue Shares THAT pursuant to Sections 75 and 76 of the Companies Act, the Articles of Association of the Company and approvals from Bursa Malaysia Securities Berhad ( Bursa Securities ) and other relevant governmental/regulatory authorities where such authority shall be necessary, the Board of Directors be and is hereby authorised to issue and allot shares in the Company from time to time until the conclusion of the next Annual General Meeting and upon such terms and conditions and for such purposes as the Board of Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued shall not exceed ten per centum (10%) of the total number of issued shares (excluding treasury shares, if any) of the Company for the time being, and that the Board of Directors be and is also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Securities. Ordinary Resolution 9 10. To transact any other business of which due notice shall have been given in accordance with the Companies Act. By Order of the Board CHEW SIEW CHENG (MAICSA 7019191) GUNN CHIT GEOK (MAICSA 0673097) Secretaries Date: 27 October Penang ANNUAL REPORT 3

NOTICE OF ANNUAL GENERAL MEETING (Cont d) Note A This Agenda item is meant for discussion only as the provision of Sections 248(2) and 340(1)(a) of the Companies Act does not require a formal approval of the shareholders and hence is not put forward for voting. Notes: 1. A member of the Company entitled to attend and vote is entitled to appoint not more than two (2) proxies to attend, participate, speak and vote instead of him. 2. A proxy may but need not be a member of the Company. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy. 3. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositors) Act 1991, it may appoint not more than two (2) proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account. 4. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account ( omnibus account ), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. 5. The instrument appointing a proxy or proxies shall be in writing, executed by or on behalf of the appointor. In the case of a corporate member, the instrument appointing a proxy must be either under its common seal or under the hand of its officer or attorney duly authorised. 6. The instrument appointing a proxy or proxies must be deposited at the Company s Registered Office at Plot 28, Lorong Perusahaan Maju 4, Prai Industrial Estate, 13600 Prai, Pulau Pinang at least 48 hours before the time for holding the Meeting or any adjournments thereof. 7. Only members registered in the Record of Depositors as at 21 November shall be eligible to attend the meeting or appoint a proxy to attend and vote on his behalf. Explanatory Notes on Special Business (i) Directors Fees This proposed Ordinary Resolutions 6, if passed, will authorise the payment of Directors fees amounting to 45,000 for the financial year ending 30 June 2018. (ii) Continuing in office as an Independent Non-Executive Director The Nomination Committee had assessed the independence of Dato Mustapha Bin Abdul Hamid, who has served on the Board as an Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years and the Board has recommended that the approval of the shareholders be sought to re-appoint Dato Mustapha Bin Abdul Hamid as an Independent Non-Executive Director as he possesses the following attributes necessary in discharging his roles and functions as an Independent Non-Executive Director of the Company:- (1) Has met the independence guidelines as set out in Chapter 1 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements; (2) Has over 20 years of experience in Corporate and Marketing industry which is very relevant and important for the Group; (3) Has carried out his fiduciary duties in the interest of the Company and minority shareholders; and (4) The Group always maintains a cordial and independent relationships with him. (iii) Proposed Renewal of Shareholders Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature This proposed Ordinary Resolution 8, if passed, will authorise the Company and/or its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature. This Authority will, unless revoked or varied by the shareholders of the Company in general meeting, will expire at the conclusion of the next Annual General Meeting of the Company. Please refer to the Circular to Shareholders dated 27 October for more information. 4 TEO GUAN LEE CORPORATION BERHAD (283710-A)

NOTICE OF ANNUAL GENERAL MEETING (Cont d) Explanatory Notes on Special Business (Cont d) (iv) Authority to Issue Shares This general mandate for issue of shares ( the Mandate ) was sought for in the preceding year and the Board did not carry out the Mandate since the Annual General Meeting ( AGM ) of the Company until the latest practicable date before the printing of this Annual Report. The Mandate will expire on 27 November. A renewal of this authority is being sought at the Twenty-Fourth AGM. The Mandate will provide flexibility to the Company for any possible fund raising activities, including but not limited to placing of shares, for the purpose of funding further investment project(s), working capital and/or acquisition. This proposed Ordinary Resolution 9, if passed, will empower the Directors of the Company to issue and allot shares in the Company up to an amount not exceeding 10% of the total number of issued shares (excluding treasury shares, if any) of the Company for the time being for such purposes as the Directors consider would be in the best interest of the Company. This Authority will, unless revoked or varied by the Company in general meeting, will expire at the next AGM of the Company. STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING 1) Pursuant to Paragraph 8.27(2) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements There are no individuals who are standing for election as Directors (excluding Directors standing for re-election) at this forthcoming Annual General Meeting. 2) General Mandate for Issues of Securities (Pursuant to Paragraph 6.03(3) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements) This general mandate for issue of shares ( the Mandate ) was sought for in the preceding year and the Board did not carry out the Mandate since the Annual General Meeting ( AGM ) of the Company until the latest practicable date before the printing of this Annual Report. The Mandate will expire on 27 November. A renewal of this authority is being sought at the Twenty-Fourth Annual General Meeting. The Mandate will provide flexibility to the Company for any possible fund raising activities, including but not limited to placing of shares, for the purpose of funding further investment project(s), working capital and/or acquisition. NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT NOTICE IS HEREBY GIVEN that a final single tier dividend of 5 sen per share for the financial year ended 30 June, if approved, will be paid on 14 December to Depositors registered in the Record of Depositors at the close of business on 30 November. A Depositor shall qualify for entitlement to the Dividend in respect of: - a) shares transferred into the Depositor s Securities Account before 4.00 p.m. on 30 November in respect of transfers; b) shares bought on the Bursa Malaysia Securities Berhad ( Bursa Securities ) on a cum entitlement basis according to the rules of Bursa Securities. By Order of the Board CHEW SIEW CHENG (MAICSA 7019191) GUNN CHIT GEOK (MAICSA 0673097) Secretaries Date : 27 October Penang ANNUAL REPORT 5

CORPORATE INFOATION CHAIAN Dato Mustapha Bin Abdul Hamid MANAGING DIRECTOR Toh Kian Beng DIRECTORS Lee Kean Cheong Toh Choon Keat Toh Choon Guan Chin Yoong Mun COMPANY SECRETARIES Gunn Chit Geok (MAICSA 0673097) Chew Siew Cheng (MAICSA 7019191) NOMINATION COMMITTEE Dato Mustapha Bin Abdul Hamid Chairman (Independent Non-Executive Director) Lee Kean Cheong Member (Independent Non-Executive Director) Chin Yoong Mun Member (Independent Non-Executive Director) REMUNERATION COMMITTEE Dato Mustapha Bin Abdul Hamid Chairman (Independent Non-Executive Director) Lee Kean Cheong Member (Independent Non-Executive Director) Chin Yoong Mun Member (Independent Non-Executive Director) Toh Kian Beng Member (Executive Director) AUDIT COMMITTEE Lee Kean Cheong Chairman (Independent Non-Executive Director) Dato Mustapha Bin Abdul Hamid Member (Independent Non-Executive Director) Chin Yoong Mun Member (Independent Non-Executive Director) AUDITORS Peter Chong & Co. Chartered Accountants 19 th Floor, Gurney Tower 18 Persiaran Gurney 10200 Penang PRINCIPAL BANKERS Malayan Banking Berhad Public Bank Berhad REGISTERED OFFICE Plot 28 Lorong Perusahaan Maju 4 Prai Industrial Estate, 13600 Prai Pulau Pinang Tel: 04-507 6228 Fax: 04-507 9228 SHARE REGISTRAR Tricor Investor & Issuing House Services Sdn. Bhd. (Company No. 11324-H) Unit 32-01, Level 32, Tower A Vertical Business Suite Avenue 3, Bangsar South No. 8 Jalan Kerinchi 59200 Kuala Lumpur Tel: 03-2783 9299 Fax: 03-2783 9222 STOCK EXCHANGE LISTING Main Market of Bursa Malaysia Securities Berhad 6 TEO GUAN LEE CORPORATION BERHAD (283710-A)

FINANCIAL HIGHLIGHTS 5 Years Financial Highlights 2013 2014 2015 Revenue ( 000) 110,048 104,943 101,608 100,309 92,599 Profit before tax ( 000) 11,156 10,814 6,288 7,107 6,049 Profit after tax ( 000) 8,153 7,842 4,377 5,359 4,551 EPS (sen) 19.92 19.14 10.88 13.39 11.14 Net asset per share () 1.77 1.89 1.94 1.99 2.04 REVENUE ( 000) EPS (SEN) 100,000 20.00 15.00 50,000 110,048 104,943 101,608 100,309 92,599 10.00 19.92 19.14 10.88 13.39 11.14 2013 2014 2015 2013 2014 2015 PROFIT BEFORE TAX ( 000) NET ASSET PER SHARE () 10,000 2.00 1.50 5,000 11,156 10,814 6,288 7,107 6,049 1.00 1.77 1.89 1.94 1.99 2.04 2013 2014 2015 2013 2014 2015 PROFIT AFTER TAX ( 000) 10,000 5,000 8,153 7,842 4,377 5,359 4,551 2013 2014 2015 ANNUAL REPORT 7

BOARD OF DIRECTORS AND DIRECTORS PROFILE DATO MUSTAPHA BIN ABDUL HAMID 65 years of age, Malaysian, Male Independent and Non-Executive Director, Member of Audit Committee, Chairman of Nomination and Remuneration Committee Dato Mustapha Bin Abdul Hamid was appointed to the Board as an Independent and Non-Executive Director on 14 January 1994 and a member of the Audit Committee on 25 March 1998. He obtained a Bachelor of Social Science (Honours) degree from University Sains Malaysia and a diploma in Public Management from the National Institute of Public Administration (INTAN). Prior to venturing into the private sector, Dato Mustapha was the Principal Assistant Director in the Prime Minister s Department. He is also an independent Non-Executive Director of Berjaya Food Berhad and Lii Hen Industries Bhd. He has no family relationship with any Director and/or major shareholder of Teo Guan Lee Corporation Berhad. TOH KIAN BENG 55 years of age, Malaysian, Female Non-Independent and Executive Director, Managing Director/Key Senior Management/Member of Remuneration Committee Toh Kian Beng was appointed to the Board on 1 December 1994. She graduated with a Bachelor of Commerce degree from University of New South Wales, Australia in 1983 and joined a local accounting firm for one and a half years. She is a member of Malaysian Institute of Accountants (MIA) and Certified Practising Accountant (CPA), Australia. She joined Teo Guan Lee Group in 1985 and is responsible for the overall administrative, financial, planning and management of the Group. She is also involved in identifying new business ventures as well as the development and further expansion of the Group. She has family relationship with other major shareholders of Teo Guan Lee Corporation Berhad. LEE KEAN CHEONG 50 years of age, Malaysian, Male Independent and Non-Executive Director, Chairman of Audit Committee, Member of Nomination and Remuneration Committee Lee Kean Cheong was appointed to the Board as an Independent Non-Executive Director on 16 January 2009. He graduated with a Master of Commerce (Management Accounting) from University of New South Wales, Australia and a Bachelor of Commerce from Murdoch University, Australia. He is a member of Malaysian Institute of Accountants (MIA) and Certified Practising Accountant (CPA), Australia. He started his career with Ernst & Young, and later moved to commercial sector in the main board of public listed company and a multinational corporation. Lee has more than 20 years experiences of commerce and finance, having previously held various leadership roles from within senior managerial positions. Currently he is the partner of accounting and management consultancy firm and Independent Non-Executive Director of Petrol One Resources Berhad and D.B.E Gurney Resources Berhad, both listed on the Main Market of Bursa Malaysia Securities Berhad. He is also an Independent Non-Executive Director of China Bearing (Singapore) Ltd, a company listed on Singapore Exchange Securities Trading Limited. He has no family relationship with other major shareholders of Teo Guan Lee Corporation Berhad. TOH CHOON KEAT 52 years of age, Malaysian, Male Non-Independent and Executive Director/Key Senior Management Toh Choon Keat was appointed to the Board on 6 February 2013. He joined Teo Guan Lee (KL) in 1991 and currently in charge of Teo Guan Lee (KL) Sdn. Bhd. and subsidiaries. He graduated from Wichita State University, US with a Bachelor of Business degree (Major in Marketing) in 1990. He is responsible for the day to day operations of Teo Guan Lee (KL) Group of Companies, identifying new business ventures and expansion of the Group. He has family relationship with other major shareholders of Teo Guan Lee Corporation Berhad. 8 TEO GUAN LEE CORPORATION BERHAD (283710-A)

BOARD OF DIRECTORS AND DIRECTORS PROFILE (Cont d) TOH CHOON GUAN 49 years of age, Malaysian, Male Non-Independent and Executive Director/Key Senior Management Toh Choon Guan was appointed to the Board on 6 February 2013. He joined Teo Guan Lee (Penang) Sdn. Bhd. in 1996 and currently is the General Manager of Teo Guan Lee (Penang) Sdn. Bhd. and the Penang based subsidiaries. He graduated with a Bachelor of Engineering degree from University of New South Wales, Australia in 1991 and has 5 years of working experience as a consulting engineer before joining the Group. He is fully in charge of marketing and merchandising functions and contributes to identify new business opportunities for the Group. He has family relationship with other major shareholders of Teo Guan Lee Corporation Berhad. CHIN YOONG MUN 50 years of age, Malaysian, Male Independent and Non-Executive Director, Member of Audit Committee, Member of Nomination and Remuneration Committee Chin Yoong Mun was appointed to the Board on 16 February. He is a Chartered Accountant practicing in his own Public Practice firm. He graduated from the Association of Chartered Certified Accountant (UK) in 1994. He started his career in accountancy with Messrs. Wong Liu & Partners, an audit firm in Penang from 1988 to 1990 and a second tenure between 1993 to 1998 before embarking to Messrs HB Tiong & Partners in 1999. In the following year he was admitted as partner of the firm. After spending 12 years, he proceeded to set up his own audit firm Messrs YM Chin and Associates (AF 002024) in July 2011. His practice includes the provision of audit, risk management, tax and consultancy services to various companies engaged in manufacturing, trading, construction, property and development, retail, investment holding and others in accordance with the requirement of the Companies Act. Mr Chin has been a member of the Malaysia Institute of Accountant (MIA) since 1996. He is an approved company auditor under Section 263 of Companies Act, Approved Tax Agent under Section 153(3) of Income Tax 1967. He has no family relationship with other major shareholders of Teo Guan Lee Corporation Berhad. KEY SENIOR MANAGEMENT TOH SEE WOOI 46 years of age, Malaysian, Male General Manager/Key Senior Management Toh See Wooi joined Teo Guan Lee (KL) Sdn. Bhd. in 1996 and was promoted to the position of General Manager of Teo Guan Lee (KL) Sdn. Bhd and its subsidiaries in July. He graduated from Wichita State University, US with a Bachelor of Business degree Major in Marketing in 1994. He is fully in charge of all marketing and merchandising functions for TGL (KL) Sdn. Bhd. Group and contributes to identify new business opportunities for the Group. He has family relationship with other major shareholders of Teo Guan Lee Corporation Berhad. Note: The above Directors/Key Senior Management do not have any conflict of interest with the Company and have not been convicted of any offences other than traffic offences (if any) in the past five (5) years. ANNUAL REPORT 9

MANAGEMENT S DISCUSSION & ANALYSIS Business Overview Teo Guan Lee Corporation Berhad (TGL or The Group) is a company incorporated and based in Malaysia that has been listed under Consumer sector on the Main Market of Bursa Malaysia Securities since 1994. Being an investment holding company, TGL is involved in 2 business segments namely manufacturing, marketing and distribution of garments and its related accessories and property and equity investment holding. The marketing and distribution of garments in departmental stores are facing a very tough operating environment. Since the implementation of the Goods & Services Tax Act (GST) in April 2015, overall consumer business has come under pressure due to a general weakness in domestic retail spending, lower tourist arrivals, changing consumer preferences and behaviour, intense competition from both local and foreign brands and e-commerce. The property and equity investment holding on the other hand has remained fairly stable although there is an oversupply of retail space in shopping malls and a slowdown in the property sector. Financial Review The Group recorded a revenue of 92.60 Million representing a decrease of 7.68% over 100.31 Million in the previous year. The lower revenue was due to lower sales generated in the existing consignment outlets, some closure of non-performing outlets and drop in sales in the outright division. The Group s profit before tax for year ended 30 June recorded a drop of 15% from 7.11 Million to 6.05 Million. Profit after tax also dropped from 5.36 Million to 4.55 Million. The Group s basic earnings per share (EPS) was 11.14 sen as compared to 13.39 sen in the previous financial year. In financial year ended 30 June, the Group s total assets grew by 2.7% from 110 Million to 113 Million while total liabilities increased by 2.1% from 28.58 Million to 29.13 Million. Even though bank borrowings increased by 510% from 800,000 to 4.88 Million, the Group s financial position remain strengthened with the financial assets at FV though Profit & Loss increased from 8.6 Million to 14.78Million. As at 30 June, the shareholders funds grew by 2.59% from 80.9 Million to 83.0 Million and the net assets per share stood at 2.04. Segmental Review The Group is principally engaged in the operation of manufacturing, retailing and distribution of baby & children apparels, accessories, sport and casual wear. Garment Division The Group s garment business is primarily in the Baby & Children segment. Kiki-Lala and Cuddles are the Group s own house brands. Character licensing brands include Garfield, Tom & Jerry, Power Puff Girls, Dora, Madagascar, Kung Fu Panda, How to train your dragon and Shrek. The Group also carries a house brand of casual wear under Pronic. The Baby & Children division remained as the Group s biggest revenue contributor. Total revenue for the year for garment division including retail boutiques and manufacturing was 90.59 Million a drop of 7.74% from 98.19 Million the previous year. For the year ended 30 June, the Group has a total of 534 consignment outlets, an increase of 7 outlets from 527 last year. Although there is an increase in number of outlets, the consignment business registered a drop in sales. The drop in sales was due to the shortfall of sales in the 1st quarter ended 30 September due to shifting of Hari Raya festive period. Bulk of the Hari Raya festive sales was captured in the last quarter ended 30 June. Although the sales for the 4th quarter of year ended due to the Hari Raya festive sales was better than same quarter last year, it was insufficient to cover the shortfall in the 1st quarter ended 30 September. The outright sales division which supplies baby & children apparels to hypermarkets on outright basis also recorded a drop of 2.4 Million from 10.8 Million to 8.4 Million. The drop was due to the cut in purchases by hypermarkets due to slowdown in buying. 10 TEO GUAN LEE CORPORATION BERHAD (283710-A)

MANAGEMENT S DISCUSSION & ANALYSIS (Cont d) Garment Division (Cont d) Despite the drop in revenue, the garment division contributed 4.4 Million to profit before tax. The profit generated is fair in view of the poor market sentiment where competitors were offering steep discounts. Despite the higher cost of goods due to the weaken ringgit, the Group managed to maintain the gross margins of 40% due to its long term relationship with suppliers offering special pricing, bulk purchase and product bundling. In order to maintain a healthy inventory level, the Group has also during the year written down inventory by 2.32 Million. Inventory level for year ended 30 June came down from 33.43 Million to 30.21 Million. Retail Boutiques The Group s retail boutiques performance dropped from 1.16 Million to 1.03 Million. The operations of the retail boutiques continue to run at a loss of 154,585 compared to a loss of 60,817 in the last financial year. Despite the efforts to introduce a new line of products under Mirth and additional sales and promotional activities, the performance remain weak and management will consider closing the loss making boutiques in the coming year. During the year under review, 2 outlets were closed thus to date there are only 10 outlets remaining. Manufacturing The Group s 51% owned subsidiary, Syarikat Perniagaan Bingel achieved a revenue of 6.91Million, an increase of 28.67% over last year s revenue of 5.37 Million. With the improved turnover, the subsidiary company also turn around from a loss of 203,935 to a profit before tax of 24,086. However, manufacturing will continue to face upward pressure on margins due to the increasing material costs, labour costs and difficulty to raise selling prices in the current weak market. Nevertheless, the management will continue to monitor the manufacturing operations closely and improve efficiency of the manufacturing division in order to remain profitable. Property & Equity Investment Division Property investment generated a revenue of 2.01 Million as compared to 2.11 Million, a slight drop of 100,000. Profit generated from this division drop from 1.17 Million to 1.14 Million a drop of 30,000. Although the overall market for retail and office space remain weak, the subject properties are mature properties with relatively stable rental income and good appreciation prospects. The equity investment division also recorded an improved performance with an improvement in other comprehensive income of 619,000 compared to a loss of 472,000 in the previous financial year. The investments in quoted shares have also increased in value from 1.98 Million to 2.60 Million. Dividends The Board is always committed to build a sustainable business and to create value for our shareholders as well as to reward them with dividends. The Company paid a final single tier dividend of 7.5 sen per share amounting to 3,055,665 on 15 December. The Board of Directors recommended a single tier final dividend of 5 sen per share (FYE : 7.5 sen) for the financial year ended 30 June. This is subject to shareholders approval at the forth coming Annual General Meeting. Forward Looking Statement Malaysia s economy expanded by a better than expected 5.8% in the 2nd quarter of according to Bank Negara Quarterly Report on 18 August. This was higher compared to 5.6% in the 1st quarter of. Private sector spending continued to be the main driver of growth. Head line inflation declined to 4.1% due to lower domestic fuel prices. ANNUAL REPORT 11

MANAGEMENT S DISCUSSION & ANALYSIS (Cont d) Forward Looking Statement (Cont d) From the Group s perspective, inflation whereby Malaysians have to manage a higher cost of living leading to reducing disposal income is a primary cause of concern as it will impact retail spending. In spite of this cautious outlook, the Group is confident that the garment business will remain fairly stable. With the Group s improved financial standing we are ready to take on more efforts to aggressively expand our Baby & Children division. The Group will be focusing on improving our merchandise to deliver better quality merchandise at reasonable pricing. Additional efforts will also be taken to open up more strategic outlets and carry out more sales and promotional activities. We remain optimistic in the country s overall economy and barring any unforeseen circumstances, the Group expects to remain profitable in the next financial year. The Management and Discussion Analysis Statement was approved in accordance with resolutions of the Board on 3 October. 12 TEO GUAN LEE CORPORATION BERHAD (283710-A)

STATEMENT ON CORPORATE GOVERNANCE The Board of Directors of Teo Guan Lee Corporation Berhad ( the Board ) acknowledges good corporate governance as a matter of high importance and remains a fundamental part of the Group s culture. The Board is responsible for the corporate governance of the Group, undertaken with due regard to all of the Group s stakeholders and its role within the community. The Board is fully committed to adopt and practice to its best endeavours the Malaysian Code of Corporate Governance 2012 ( Code ) issued by the Securities Commission Malaysia. The Board is also mindful of the new Malaysian Code on Corporate Governance released by Securities Commission Malaysia on 26 April (MCCG ), a set of best practices to strengthen corporate culture anchored on accountability and transparency. The new MCCG takes on a new approach to promote greater internalisation of corporate governance culture and the MCCG has 3 principles supported by 36 practices and 12 intended outcomes. This disclosure statement below sets out the manner in which the Company has applied the principles of the Code and the extent of compliance with Best Practices advocated therein pursuant to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( LR ). 1. ESTABLISH CLEAR ROLES AND RESPONSIBILITIES 1.1 Clear Functions of Board and Management The Board is responsible, amongst others, for establishing and communicating the strategic directions and corporate values of the Company, and supervising its affairs to ensure its success within a framework of acceptable risks and effective control and in compliance with the relevant laws, regulations and guidelines. It reviews management performance and ensures that the necessary financial and human resources are available to meet the Company s objectives. The Board has delegated specific responsibilities to Board Committees as well as various sub-committees to assist the Board in the running of the Company. The functions and terms of reference of the Board Committees as well as the authority delegated by the Board have been clearly defined. There are three (3) Board Committees namely the Audit Committee, Nomination Committee and Remuneration Committee. These Committees will deliberate and discuss issues within their terms of reference and report to the Board with their recommendations. However, the ultimate responsibility for decision making lies with the Board. The management led by the Managing Director manages day to day operations of the Group in accordance with the strategy and limit of authority set by the Board. The Board periodically reviews the Company s performance with senior management to ensure resources are available to meet Company s objective. Independent Non-Executive Directors provide unbiased and independent judgement in ensuring that the strategies proposed by the Management are fully deliberated, challenged and examined objectively, taking into perspective of interests of shareholders and other stakeholders. They are essential for protecting the interests and can make significant contributions to the Company s decision making by bringing in the quality of detached impartiality. 1.2 Clear Roles and Responsibilities In order to generate and deliver value to all stakeholders, the Board recognises the importance of establishing clear roles and responsibilities in discharging its fiduciary and leadership functions. The key responsibilities of the Board include the following: a. Reviewing and adopting the Company s strategic plans The role of the Board is to review, challenge and approve management s proposal on Company s strategic plan. All Board members participate fully in decisions on key issues involving the Company. The Executive Directors are responsible for implementing the policies and decisions of the Board and managing the Company s day to day operations. Together with the Independent Non-Executive Chairman and the Independent Non-Executive Directors, the Board ensures that strategies are fully discussed and examined taking into account the long term interests of the various stakeholders including shareholders, employees, customers, suppliers and the various communities in which the Company conduct its business. ANNUAL REPORT 13

STATEMENT ON CORPORATE GOVERNANCE (Cont d) 1. ESTABLISH CLEAR ROLES AND RESPONSIBILITIES (Cont d) 1.2 Clear Roles and Responsibilities (Cont d) b. Overseeing the conduct of the Company s business The Board is to oversee the performance of Management to determine whether the business is being properly managed. The Board ensures that there are measures in place against which Management s performance can be assessed. The Group Managing Director is responsible for implementing the policies and decisions of the Board and the day-to-day business and operations of the Group. She is supported by fellow Executive Directors and Senior Management that is responsible for the various business functions of the Group. The Management, under the leadership of the Group Managing Director, is assessed by the Board through regular management reports tabled at the Board meetings on a quarterly basis. The management reports include key information on the Group s financial performance, business and operational statistics for current and previous reporting periods and any significant corporate and operational issues from time to time. c. Identifying principal risks and implementing appropriate internal controls The Board must understand the principal risks of all aspects of the Company s business and recognise that business decisions involve the taking of appropriate risks. This is intended to achieve a proper balance between risk incurred and potential returns to shareholders. The Board must therefore ensure that there are systems in place which effectively monitor and manage these risks. The Board entrusted the Audit Committee to oversee the risk management framework of the Group and reviews the risk management reports tabled by the Management. The Management is responsible for implementing processes and internal controls to manage the key risks highlighted in the risk reports. The Audit Committee and Management ensures that appropriate internal controls are in place by engaging outsourced independent auditors to conduct internal audit and external audit reviews in accordance to the audit plan that are adopted by the Audit Committee annually. The Audit Committee assesses the duties carried out by internal and external auditors on an annual basis. Details of the Group s risk management framework are set out in the Statement on Risk Management and Internal Control of this Annual Report. d. Succession planning The Board through the Nomination Committee, is responsible for reviewing and implementing an effective and orderly succession plan in the Group. The Terms and Reference of the Nomination Committee provides it with the responsibility of reviewing the structure, size, composition (including skills, knowledge and experience) required of the Board and make recommendations as deemed appropriate. During the financial year ended 30 June, the Nomination Committee has considered the current diverse board composition and is of the opinion that the current Board is capable of leading the Company. e. Shareholders communication policy and its implementation The Company recognises the importance of keeping shareholders and investors informed of the Group s business corporate developments. Such information is disseminated via Company s Annual report, circular to shareholders and announcements to Bursa Securities. The Company s Annual General Meeting serves as a principal forum for dialogue with shareholders to raise questions pertaining to issues in the Annual Report, Audited Financial Statements and the resolutions proposed. f. Reviewing the adequacy and integrity of the management information and internal control system of the Company The Board is responsible for the adequacy and integrity of the Company s management information and internal control system. Details pertaining to the Company s internal control system and its effectiveness are available in the Statement on Risk Management and Internal Control of this Annual Report. 14 TEO GUAN LEE CORPORATION BERHAD (283710-A)

STATEMENT ON CORPORATE GOVERNANCE (Cont d) 1. ESTABLISH CLEAR ROLES AND RESPONSIBILITIES (Cont d) 1.3 Directors Code of Conduct and Ethics The Board has adopted a Board Charter on 28 August 2013. The Directors Code of Ethics are included in the Charter which can be accessible through the Company s website at www.tglcorp.com.my The Directors adhere strictly to its formalised Code of Ethics. Any violation is immediately reported to the Chairman. The Board will review and reassess the adequacy of the Code and make such amendments to the Code as deem appropriate. The Board has also formalised a whistle blowing policy which is available on the company s website for parties to provide information on fraud, wrong doing and non compliance of regulations and procedures by employees. 1.4 Supply of and access to information The Directors have free access of information to the Company Secretary to ensure effective functioning of the Board. The Directors may interact directly with the Management on issues pertaining to the Group s business and operations as and when required. The Board may whether individually or collectively seek independent professional advice at the Company s expense in discharging its duties. Generally, agendas and board papers will be circulated to the Directors seven (7) days prior to the Board and Board s Committees meetings so as to give the Directors sufficient time to consider and deliberate on the issues to be raised at meetings. Quarterly financial reports are circulated on the day of the meeting. 1.5 Qualified and Competent Company Secretaries The principal roles of the Company Secretary are to ensure compliance of regulatory requirements, provide updates on new LR to the Board as well as ensure that minutes of the Board and Board Committees are well documented. The Company Secretary also provides support to the Board in fulfilling its fiduciary duties. The Board can always consult the Company Secretary on procedural and regulatory requirements. The roles and responsibilities of the Company Secretary also include the following: - Advise the Board and Management on corporate governance issues; - Ensure compliance of listing and related statutory obligations under the Companies Act, Bursa Malaysia Securities Berhad Main Market Listing Requirements and Capital Market and Services Act 2007; - Attend Board, Board Committee and general meetings, and ensure the proper recording of minutes; - Ensure proper upkeep of statutory registers and records of the Company; and - Assist the Chairman in the preparation for and conduct of meetings. Both the Company Secretaries are members of the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA) and are qualified to act as Company Secretary under the Companies Act. 1.6 Board Charter The Board Charter which is accessible at Company s website at www.tglcorp.com.my sets out the duties, responsibilities, functions and code of ethics of the Board in accordance with the principles of good corporate governance set out in guidelines such as the Code issued by the SC. The Board periodically reviews the Board Charter to ensure that it is relevant and to enable the Board to discharge its responsibilities in good governance. ANNUAL REPORT 15

STATEMENT ON CORPORATE GOVERNANCE (Cont d) 2. STRENGTHEN COMPOSITION 2.1 Nomination Committee The membership of the Nomination Committee is exclusively Non-Executive Directors and majority of them are independent. The composition of the Nomination Committee is as follows: Name of Committee Members Dato Mustapha Bin Abdul Hamid Lee Kean Cheong Chin Yoong Mun Designation Independent Non-Executive Chairman Independent Non-Executive Director Independent Non-Executive Director The Nomination Committee is responsible for overseeing the selection and assessment of Directors and the Committee discharges its duties in accordance to its Terms of Reference whose details are set out at the Company s website at www.tglcorp.com.my There was one (1) Nomination Committee meeting held during the financial year ended 30 June. Activities of the Nomination Committee during the financial year include, among others: - Assessed and appraised the performance and effectiveness of the Board, Board Committees and individual Directors based on a set criteria approved by the Board; - Reviewed and recommended to the Board regarding re-election and re-appointment of Directors; - Reviewed trainings attended by the Directors; - Reviewed the board diversity and succession planning; - Reviewed Nomination Committee s Term of Reference; and - Reviewed competencies, independence and time commitment of directors. 2.2 Develop, maintain and review criteria for recruitment and annual assessment of Directors a. Nomination and election process and criteria The Nomination Committee is responsible for assessing and recommending to the Board on new candidates for appointment and re-appointment of Director to the Board. When there is a need for new appointment of Directors, selection of candidates to be considered is obtained through recommendations from the Directors and Management or their contacts in related industries, finance, accounting or legal professions. The Nomination Committee will conduct a review of the candidates to identify suitable candidates before the Nomination Committee decides to make any recommendations to the Board for appointment. In making recommendations to the Board for any new appointment or re-appointment to the Board or Board Committees, the Nomination Committee considers few criteria including but not limited to the relevant Director s time availability, integrity, professionalism, academic qualification, character, age, gender, required mix of skills, knowledge, expertise and experience, which the Director can bring to the Board. For the year under review, a new Independent & Non-Executive director, Mr Chin Yoong Mun has been appointed on 16 February. b. Review Board s succession plan The Nomination Committee is responsible for reviewing and implementing an effective and orderly succession plan in the Group. c. Annual assessment of the Board, Board Committees and Directors The Nomination Committee carries out evaluation and assessment of the Board and Board Committees on an annual basis. Each Director is required to fill up an evaluation form to assess the Board, Board Committees as well as self/peer evaluation of each individual Director. On top of that, all Independent Directors have to complete a checklist as an assessment of their independence annually to ensure that they have fulfilled the criteria of Independence which is defined under the Bursa Malaysia Securities Berhad listing requirements ( LR ). 16 TEO GUAN LEE CORPORATION BERHAD (283710-A)

STATEMENT ON CORPORATE GOVERNANCE (Cont d) 2. STRENGTHEN COMPOSITION (Cont d) 2.2 Develop, maintain and review criteria for recruitment and annual assessment of Directors (Cont d) c. Annual assessment of the Board, Board Committees and Directors (Cont d) The assessment criteria are reviewed annually by the Nomination Committee and are approved by the Board. The criteria used to assess the Board and Board Committee include factors pertaining to the structure, operations, director s roles and responsibilities and chairman s role and responsibilities. Criteria used for peer evaluation of individual directors include factors on time engagement, participation, interaction and communication at the Board and Committee meetings. The Nomination Committee had in August collated and reviewed the results of the assessment and recommended to the Board for re-election and re-appointment of Directors. The Board was satisfied with the results of the annual assessment and the current size and composition of the Board is appropriate and well-balanced with right mix of skills with the Board composition. d. Election and re-election of Directors In accordance with the Articles of Association of the Company, all Board members who are appointed by the Board shall be subject to election by shareholders. The Company s Articles of Association also provide that at least one-third (1/3) of the Directors shall retire by rotation at each Annual General Meeting ( AGM ) and that all Directors shall retire once every three (3) years. A retiring Director shall be eligible for re-election. e. Board Diversity The Board does not adopt any diversity policy (for gender, age and ethnicity) in selection of the new board candidates for the time being. However, the Board has one (1) female Director out of six (6) Directors and is always mindful of the importance of diversity in the Board to effectively manage the Company s business. Considering the size and nature of the Company s business, the current Board member s diverse professional background, skills and experience, the Board is comfortable with its current composition. 2.3 Remuneration Policy The Remuneration Committee currently comprises the following: Name of Committee Members Dato Mustapha Bin Abdul Hamid Lee Kean Cheong Chin Yoong Mun Toh Kian Beng Designation Independent Non-Executive Chairman Independent Non-Executive Director Independent Non-Executive Director Non Independent and Executive Director The terms of reference ( TOR ) of Remuneration Committee include the formulating and reviewing the remuneration policies and remuneration for the members of the Board and Board Committees and recommending it to the Board for approval. The TOR of the Remuneration Committee was last reviewed in August and can be found on the Company s website at www.tglcorp.com.my The Board has established formal and transparent remuneration policies and procedures for the Board and Board Committees. The Remuneration Committee reviews the Board remuneration policy and terms of conditions of service of each Director annually taking into consideration market conditions and comparisons, responsibilities held, business strategy, long term objectives and the overall financial performance of the Group. Relevant directors are required to abstain from deliberation and voting decisions in respect of their own remuneration. Decisions and recommendations of the Remuneration Committee shall be tabled at the Board meeting for approval and where required by rules and regulations governing the Company, for approval of shareholders at the Annual General Meeting. The Committee had met once during the financial year ended 30 June. ANNUAL REPORT 17

STATEMENT ON CORPORATE GOVERNANCE (Cont d) 2. STRENGTHEN COMPOSITION (Cont d) 2.3 Remuneration Policy (Cont d) Disclosure on Directors Remuneration for Financial Year Directors Remuneration The aggregate remuneration of the Directors of the Company for the financial year ended 30 June is as follows:- The Group/Company Salary, Bonus & Allowances Fees Statutory Contribution Total Executive 964,000-183,160 1,147,160 Non-Executive - 61,000-61,000 1,208,160 The number of Directors of the Company who served during the financial year and whose total remuneration from the Group following within the respective bands are as follows: Executive Non-Executive 1-50,000-3 350,001-400,000 2-400,001-450,000 1-3 3 Note Fees received by Non Executive Directors are from the Company and Remuneration received by Executive Directors are from the Group 3. REINFORCE INDEPENDENCE 3.1 Annual assessment of independence The Board undertakes an annual assessment of the independence of its Independent Directors. The Board, through the Nomination Committee has established a set of criteria for the independent assessment, mainly focusing on the background, economic and family relationships of the Independent Directors, and considering whether the Independent Directors can continue to bring independent and objective judgement to Board deliberations. The Nomination Committee had assessed the Independent Directors and found that there were no circumstances that could interfere with such Directors exercise of independent judgement. The Board is satisfied with the level of independence by all Independent Directors for year ended 30 June. 3.2 Shareholders Approval for Re-appointment as Independent Director after Tenure of Nine Years In line with Recommendation of the Code, the tenure of independent Director should not be more than 9 years, therefore the Board will seek shareholders approval in the coming Annual General Meeting for retaining Dato Mustapha Bin Abdul Hamid as an Independent Director, a person who has served in the capacity for more than nine years. 18 TEO GUAN LEE CORPORATION BERHAD (283710-A)

STATEMENT ON CORPORATE GOVERNANCE (Cont d) 3. REINFORCE INDEPENDENCE (Cont d) 3.2 Shareholders Approval for Re-appointment as Independent Director after Tenure of Nine Years (Cont d) The Board through the Nomination Committee has assessed the independence of Non-Executive Chairman, Dato Mustapha Bin Abdul Hamid who has served for a cumulative term of more than 9 years still maintain his independent status despite his long service. 3.3. Separation of positions of the Chairman and Group Managing Director The Chairman who is an Independent Non-Executive is responsible for the orderly conduct and working of the Board and for ensuring that members have access to relevant information on a timely manner, whilst the Group Managing Director is responsible for overseeing the day to day management of the Company s business operations and implementation of Board decisions. There is a clear division of responsibilities between the Chairman and Group Managing Director to ensure that there is a balance of power and authority, such that no one individual has unfettered decision-making powers. In ensuring this balance, the positions of the Chairman and Group Managing Director are held by separate members of the Board. 3.4 Board Composition and Balance The current Board comprises of 1 Independent Non-Executive Chairman, 2 Independent Non-Executive Directors and 3 Non-Independent Executive Directors thus providing a balance board and fulfilling the request of at least 1/3 of Board comprises of Independent Directors. The Board is of the opinion that the current composition has the required mix of skills and experience required to discharge the Board s duties and responsibilities. The Directors combine their diverse commercial, regulatory, industry and financial experience to add value to the Board as a whole. 4. FOSTER COMMITMENT 4.1 Time Commitment The Board is scheduled to meet at least four (4) times a year at quarterly intervals, with additional meetings to be convened whenever required between the scheduled meetings. Agenda and Board papers containing information relevant to the business will be circulated to the Board prior to the Board meetings so as to give the Directors time to consider and deliberate on the issues to be raised for informed decision making and proper judgement. There were five (5) Board meetings held during the year ended 30 June. The attendance of each Director at the Board meeting was as follows: Dato Mustapha Bin Abdul Hamid 5/5 Toh Kian Beng 4/5 Chan Wah Chong (retired on 28/11/) 3/3 Lee Kean Cheong 4/5 Toh Choon Keat 5/5 Toh Choon Guan 5/5 Chin Yoong Mun (appointed on 16/2/) 2/2 Note: 1. Chan Wah Chong s attendance is calculated up to date of retirement 2. Chin Yoong Mun s attendance is calculated from date of appointment In order to ensure that the Board can devote sufficient time to the Company, Directors are to inform the Chairman before acceptance of new appointments and must comply with LR where Director must not hold more than 5 directorships in listed issuers. The Board is satisfied with the level of the time commitment contributed by the Directors in discharging their roles and responsibilities as Directors of the Company. ANNUAL REPORT 19

STATEMENT ON CORPORATE GOVERNANCE (Cont d) 4. FOSTER COMMITMENT (Cont d) 4.2 Directors Training All the Directors have completed the Mandatory Accreditation Programme as specified by Bursa Securities. The Directors are aware of the importance of continuous training to update themselves and to further enhance their skills, knowledge and better equip themselves to effectively discharge their fiduciary duties. The Directors have during the financial year ended 30 June evaluated their own training needs on a continuous basis and attended the following training, conferences and seminars: 1. Toh Kian Beng - Corporate Governance Education Program/Empowering Women Series on 9 November by Bursa Malaysia/Insead - Sustainability Engagement Series for Chief Financial Officers on 2 May by Bursa Malaysia 2. Dato Mustapha Bin Abdul Hamid - Cyber Security Threat and How Board should Mitigate the Risk on 18 November FTSE Good Bursa Malaysia Index on 11 April 3. Toh Choon Keat - Cyber Security Threat and How Board should Mitigate the Risk on 18 November - CG Breakfast Series: How to leverage on AGMs for better engagement with shareholders on 21 November 4. Toh Choon Guan - Youth Leadership Summit by Penang Chinese Town Hall - Market Intelligence Workshop by CIMB Investment Bank - Market Outlook by RHB Investment Bank 5. Lee Kean Cheong - Risk Management Program: I Am Ready to Manage Risk on 5 September - SC x SC Capitalising Entrepreneurship on 3 November - Budget Seminar on 10 November - Driving Financing Integrity & Performance-Enhancing Financial Literacy For Audit Committee on 23 May 6. Chin Yoong Mun - Mandatory Accreditation Programme on 25 July by ICLIF - Seminar on SSM Compass on Companies Act & Interest Scheme Act by SSM 5. UPHOLD INTEGRITY IN FINANCIAL REPORTING 5.1 Compliance with Applicable Financial Reporting Standards In presenting the Annual Audited financial statements and quarterly announcement, the Board take responsibility to present a balanced and meaningful assessment of the Group s position and prospect and ensure that financial statements are drawn up in accordance with the provisions of the Companies Act and applicable accounting standards in Malaysia. The Audit Committee assists the Board in ensuring accuracy, adequacy and completeness of information disclosed. The annual financial statements are reviewed by the External Auditors who provided assurance in the form of their annual statutory audit. The financial statements gave a true and fair view of the financial position of the Group and were prepared in accordance with the relevant financial reporting standards and the Act. In addition, the Audit Committee placed high emphasis on the internal audit function, where the outsourced internal auditors provided independent supervision and oversight of the Group s internal control system. The internal auditors had assured the Audit Committee that there were no material issues or deficiencies had been noted that would significantly impair the overall system of internal controls. 20 TEO GUAN LEE CORPORATION BERHAD (283710-A)

STATEMENT ON CORPORATE GOVERNANCE (Cont d) 5. UPHOLD INTEGRITY IN FINANCIAL REPORTING (Cont d) 5.2 Assessment of suitability and independence of external auditors The Audit Committee undertakes an annual assessment of the suitability and independence of the External Auditors. The Audit Committee meets with the External Auditors to discuss the Audit plan, audit findings and the Company s financial statement and there was at least a meeting held without the presence of the Executive Directors. The Audit Committee was satisfied with the suitability of the External Auditors based on the quality of services, sufficiency of resources, performance, independence and professionalism and have recommended for the re-appointment of the External Auditor at the forthcoming Annual General Meeting. 6. RECOGNISE AND MANAGE RISKS 6.1 Sound Risk Management Framework and Internal Control System The Board acknowledges its responsibility for establishing a sound framework to monitor key risks that significantly impact the Group and maintaining a sound system of internal control within the Group. These controls provide reasonable but no absolute assurance against material misstatement, loss or fraud. An overview of the risk management framework and state of internal control within the Group are set out in the Statement on Risk Management and Internal Control of this Annual Report. The Audit Committee oversees the risk management framework of the Group. The Audit Committee reviews the risk management processes to ensure that they remain relevant for use, and monitors the effectiveness of risk treatment/mitigation action plans for the management to control the key risks. Currently, the Board has not formed a Risk Management Committee as the role has been delegated to the Audit Committee. The Board, through the internal audit function continues to maintain and review its internal control procedures to ensure, as far as possible, the protection of its assets and its shareholders investments. 6.2 Internal Audit Function The Company has currently outsourced the internal auditing function to an external party to provide an independent supervision and oversight of our internal control system. The outsourced internal auditors, who report directly to the Audit Committee, review our internal control system based on a risk-based approach internal audit strategy according to an annual audit plan adopted by the Audit Committee. They are responsible for conducting periodic reviews and appraisals of the effectiveness of the governance, risk management and internal controls process within the Group. Reports highlighting issues raised together with Management s response to the internal audit findings are presented to the Audit Committee. Details of the activities of the internal audit function are set out in the Audit Committee report of this Annual Report. 7. ENSURE TIMELY AND HIGH QUALITY DISCLOSURE 7.1 Corporate Disclosure Policy Corporate disclosure and information are vital for the stakeholders. All information to be disclosed to the Public, in relation to financial results, significant events or any material transactions, are reviewed and approved by the Board, prior to the announcement made to Bursa Securities via BursaLINK. 7.2 Leverage on Information Technology for Effective Dissemination of Information The Company leverage on its corporate website (www.tglcorp.com.my) to effectively disseminate information to all stakeholders. All announcements made to Bursa Securities are automatically linked and uploaded to our website.the website also contain Corporate Information, Board Charter, Terms of Reference of all Committees, Whistle Blowing Policy besides the financial reports and stock information. ANNUAL REPORT 21

STATEMENT ON CORPORATE GOVERNANCE (Cont d) 8. STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS 8.1 Dialogue between Companies and Investors The Board recognises the importance of timely dissemination of information to shareholders and other interested parties. These are communicated through disclosures and announcements to Bursa Securities which are automatically uploaded on the Company s website. 8.2 Poll Voting The recent amendments to the Listing Requirements requires listed issuers that any resolution set out in the notice of any general meeting or notice of resolution is voted by poll. The poll voting will be conducted by a poll administrator and verified by an independent scrutineer. Therefore all the resolutions to be passed at the forthcoming Twenty Fourth Annual General Meeting will be voted by poll and the poll results will be announced by the Company via Bursalink on the same day. 8.3 Shareholders Communication Policy The Board has put in place a shareholders communication policy to facilitate effective communication between the Company and the shareholders. The Company endeavours to provide shareholders with ready access on a timely basis through its timely announcements to Bursa Securities of all quarterly financial announcements, and material developments on its website, shareholders meeting, Annual Report and the Annual General Meeting. 9. CORPORATE SOCIAL RESPONSIBILITY STATEMENT The Board will uphold best practices in Corporate Governance as a basic doctrine to achieving long term business sustainability. The Group is firm in implementing and executing strategies in achieving its goals and thus enhance shareholders value and protect the interest of all stakeholders. The Group also uphold a fair degree of social responsibility towards the well being of their employees and the community as a whole. Human Resources Employees are the most valuable asset of a company and the Group constantly conducts on the job training to enhance sales and technical competencies, supervisory leadership skills in order to develop a competent workforce. Environment Sustainability The Group strives to maintain a safe and healthy working environment for all employees. The office environment are equipped with proper safety equipment which are regularly checked and preventive measures like fire evacuation exercises and safety training conducted to create awareness among employees. Employees are also encouraged in energy efficiency by recycling, re-using and reducing in the performance of their duties at all times. Community The Group acknowledge its responsibility as a Corporate Member in the conduct of its business and is fulfilling its corporate and social obligations. The Group has continued to support several charitable organisations and community fund raising activities during the financial year. 22 TEO GUAN LEE CORPORATION BERHAD (283710-A)

STATEMENT ON CORPORATE GOVERNANCE (Cont d) 9. CORPORATE SOCIAL RESPONSIBILITY STATEMENT (Cont d) Community (Cont d) During the year under review, the Group made a donation of 20,000 to a school for fund raising exercise and donated school shoes to several primary school children. The Employees of the Group also donated food stuff and basic necessities to old folks home from proceeds received from recycling waste paper and cartons. ADDITIONAL COMPLIANCE INFOATION DISCLOSURES a) Audit and Non-Audit Fees The total audit fees paid to the external auditors for the financial year ended 30 June for the Company and the Group were 13,000 and 104,800 respectively. The total non-audit fees paid by the Company and the Group to a company affiliated to the external auditors for the financial year ended 30 June were 5,000 and 16,100. b) Material Contracts During the financial year, there were no material contracts with the Company and its subsidiaries involving Directors and major shareholders other than those disclosed in the Directors Report and Notes to the Financial Statements. c) Recurrent Related Party Transactions The recurrent related party transactions were set out in Note 25 of the Financial Statements and were in the ordinary course of business and were carried out on terms not more favourable to the related party than those generally available to the public. d) Utilisation of Proceeds No proceeds were raised by the company from any corporate proposal during the financial year. COMPLIANCE STATEMENT The Board is satisfied that for the financial year ended 30 June, the Company has complied with the principles and recommendations of the Code and the statement on Corporate Governance was approved in accordance with resolutions of the Board on 3 October. DIRECTORS RESPONSIBILITY STATEMENT IN FINANCIAL REPORTING The Directors are required by the Act, to prepare the financial statements for each financial year which have been made out in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards, the requirements of the Act in Malaysia, and the LR. The Board is satisfied that for the year ended 30 June, the financial statements presented gives a true and fair view of the state of affairs, results and cash flows of the Group and the Company. In presenting the financial statements of the Group, the Directors have: - Adopted appropriate accounting policies and applied them consistently; - Made judgements and estimates that are reasonable and prudent; and - Prepared the financial statements on a going concern basis as the Directors have a reasonable expectation, having made enquiries, that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future. The Directors have ensured that all relevant approved accounting standards and the requirements of the Act were followed in the preparation of these financial statements. The Directors have overall responsibilities for taking such steps as are reasonably open to them to safeguard the assets of the Group, to prevent and detect fraud and other irregularities. ANNUAL REPORT 23

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL The Malaysian Code on Corporate Governance 2012 ( MCCG 2012 ) requires public listed companies to maintain a sound system of risk management and internal control to safeguard shareholder s investment and company s assets. Under the provisions of the Bursa Malaysia Securities Bhd Main Market Listing Requirements, paragraph 15.26(b) Directors of Public Listed companies are required to produce a statement on the state of the company s internal control in their Annual Report. The Board is pleased to provide the following statement which outlines the nature and scope of risk management and internal control of the Group during the financial year under review. RESPONSIBILITY The Board recognises the importance of a sound system of internal controls and risk management framework to good corporate governance. The Board acknowledges its overall responsibilities for the Group s systems of internal control and risk management, as well as reviewing the adequacy and integrity of the Group s internal control system. The Board s responsibility in relation to the systems of internal control encompasses all subsidiaries of the Group. However, as there are inherent limitations in any system of internal control, such system of internal control put into effect by management can only manage but not eliminate all risks that may impede the achievement of the Group s business objectives. Therefore, the internal control system can only provide reasonable but not absolute assurance against material misstatements, errors or losses. RISK MANAGEMENT FRAMEWORK The Board has taken necessary measures to ensure the existence of an on-going process to manage and mitigate the significant risks faced by the Group. The Group adopts a risk based management approach and rely on the Senior Management utilizing their existing skills as the basis to assume ownership and accountability for risks at their respective levels and to develop risk awareness among all employees through effective communication, timely dissemination of Group s policies, guidelines and procedures, new legislation and financial reporting compliances. KEY ELEMENTS OF RISK MANAGEMENT AND INTERNAL CONTROL Key elements that have been established to review and evaluate the effectiveness and adequacy of the Risk Management and Internal Control system include: ORGANISATION STRUCTURE The Group has instituted an organization structure with defined lines of accountability and delegated authority. Board s committees are given the terms of reference to discharge their respective responsibilities. The Senior Management is delegated with authority to perform all aspects of business related to the Group. AUDIT COMMITTEE The Board has delegated the responsibility for reviewing the adequacy and integrity of the internal control system to the Audit Committee. In turn, the Audit Committee assesses the adequacy and integrity of the systems of internal controls through independent reviews conducted on reports it receives from management, internal audit function and external auditors. Our Group has currently outsourced the internal auditing function to an external party to provide an independent supervision and oversight of our internal control system. The outsourced internal auditor reviews our internal control system based on a risk-based approach internal audit strategy according to an annual audit plan adopted by the Audit Committee. In addition, the management conducted in house internal audit on some of its processes and functions based on recommendations by the outsourced internal auditors. The external auditors provide assurance in the form of their annual statutory audit of the financial statements of the Group. Any areas for improvement identified during the course of the statutory audit are brought to the attention of the Audit Committee through management letters or are articulated at the Audit Committee meetings. 24 TEO GUAN LEE CORPORATION BERHAD (283710-A)

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL (Cont d) SENIOR MANAGEMENT In the process for identifying, evaluating, monitoring and managing the significant risk affecting the objectives of the Group, the Board relies on the direct participation of the Senior Management. Management meetings are held at the strategic, operational and finance level to review the financial and operational reports in order to monitor the performance of the Group. These meetings and reports present the ideal platform for identification of the Group s risk of each business units and timely implementation of controls to manage risks. The Senior Management updates the Board of any significant matters which require the Board s attention. FINANCIAL REPORTING SYSTEMS The Board entrusts the daily running of the operations to the Managing Director and Executive Director and the management team. Monthly meetings are held to discuss and review significant changes in the business and the external environment which affect the risks faced by the Group. Comprehensive information are provided including financial performance and monthly monitoring of results against budgets with major variances being followed up and proposed actions to be taken. The Managing Director and Executive Directors will discuss and deliberate strategic issues facing the business at the quarterly Board Meeting and report on any significant matters arising. CODE OF CONDUCT All employees of the Group play an important role in establishing, monitoring and enhancing the reputation of the Group. A code of conduct has been formalized and available in the Human Resource department and put in the Company s website. All employees are required to display the highest level of professionalism in all aspects of their work and comply with the Code of Conduct and all applicable laws, regulations and policies of the Group. WHISTLE BLOWING POLICY The Board has formalised a whistle blowing policy which is available on the company s website provides a channel for parties to provide information on frauds, wrong doing and non-compliance of regulations and procedures by employees. INTERNAL AUDIT The Board through the Audit Committee, Senior Management and Internal Auditors reviews the internal control system on an on-going basis whereas External Auditors performs the review of the internal control system on an annual basis. The internal audit adopts a risk based approach in developing its audit plan which address the core business processes of the Group based on their risk profile. Internal Auditors will carry out audits based on audit plan presented and approved by the Audit Committee. The Internal Auditors continue to independently and objectively monitor compliance with regards to policies and procedures and the effectiveness of the internal control systems. Significant findings and recommendations for improvement are highlighted to management and the Audit Committee. The management is responsible for ensuring that corrective actions were implemented accordingly. ANNUAL REPORT 25

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL (Cont d) CONCLUSION In accordance with the assessment of the Group s systems of internal control, the Board is of the view that the risks undertaken by the Group were within tolerable levels in the context of the business environment the Group operates in. During the year under review, a number of improvements to internal controls were identified and addressed. Nothing has come to the attention of the Board which could result in any material losses, contingencies or uncertainties that would require separate disclosure. The Board has received assurances from the Senior Management that the Group s risk management and internal control system is operating adequately and effectively in all material aspects. REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS The External Auditors have reviewed the Statement on Risk Management and Internal Control for inclusion in the Annual Report for the year ended 30 June. Based on their review, the External Auditors have reported to the Board that nothing has come to their attention that causes them to believe that the statement is inconsistent with their understanding of the process that the Board has adopted in the review of the adequacy and integrity of risk management and internal control of the Group. This statement is made in accordance with the resolution of the Board of Directors dated 3 October. 26 TEO GUAN LEE CORPORATION BERHAD (283710-A)

AUDIT COMMITTEE REPORT Members of the Audit Committee The Audit Committee currently comprises entirely of Independent Non-Executive Directors as follows: a) Lee Kean Cheong - Chairman (Independent Non-Executive Director) b) Dato Mustapha Bin Abdul Hamid - Member (Independent Non-Executive Director) c) Chin Yoong Mun - Member (Independent Non-Executive Director) Terms of Reference Composition The Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist of not less than 3 members. A quorum shall be 2 members. The Committee Members shall not be: a) Executive Directors of the Company or any related corporation; b) A spouse, parent, brother, sister, son or adopted son, daughter or adopted daughter of an Executive Director of the Company or of any related corporation; or c) Any person having a relationship which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgement in carrying out the functions of the Audit Committee. The members of the Committee shall select a Chairman from among their members who is not an Executive Director or employee of the Company or any related corporation. If a member of the Committee resigns, dies or for any other reason ceases to be a member with the result that the number of members reduced below 3, the Board of Directors shall, within 3 months of that event, appoint such number of new members as may be required to make up the minimum number of 3 members. Authority The Committee is authorised by the Board to investigate any activity within its Terms of Reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee. The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. Functions The functions of the Committee shall be: a) to consider and recommend the nomination of a person or persons as auditors together with such other functions as may be agreed to by the Audit Committee and the Board of Directors; b) to discuss with the external Auditors on their audit plan including the assistance given by the employees of the Company to the external Auditors; c) to assess annually the suitability and independence of internal auditors; d) to review the quarterly and year-end financial statements of the Company, focusing particularly on: i) any changes in or implementation of accounting policies and practices; ii) significant adjustments arising from the audit and any significant and unusual events; and iii) compliance with accounting standards and other legal requirements. e) to consider any related party transaction and conflict of interest situation that may arise within the Company or the Group including any transaction, procedure or course of conduct that raises questions of management integrity; f) to review the major risk area of the Group; g) to discuss problems and reservations arising from the interim and final audits, and any matter the auditors may wish to discuss (in the absence of management where necessary); h) to review evaluation by the External Auditors on the System of Internal Controls, the External Auditors management letter and management s response; i) to review the adequacy of the scope, functions, competency and resources of the internal audit function and that it has the necessary authority to carry out its work; ANNUAL REPORT 27

AUDIT COMMITTEE REPORT (Cont d) Functions (Cont d) The functions of the Committee shall be: (Cont d) j) to review the internal audit programme, processes, results of the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function; and k) to consider the major findings of internal investigations and management s response. Attendance at Meetings The Audit Committee may require the attendance of any management staff from the Finance/Accounts Department or other Departments deemed necessary together with a representative or representatives from the External Auditors. Other Board members shall also have the right of attendance. However, at least twice a year the Committee shall meet with the External Auditors without executive Board members present. The Company Secretary shall be the Secretary of the Committee. The Secretary shall circulate the minutes of meetings of the Audit Committee to all members of the Board. Summary of the work for the year During the financial year ended 30 June, the Audit Committee met seven (7) times and attendance of each Director is as follows: Attended Lee Kean Cheong 6/7 Dato Mustapha Bin Abdul Hamid 7/7 Chin Yoong Mun 3/3 During the year, the activities of the Audit Committee included: 1. Reviewing the annual and quarterly financial result announcements; 2. Reviewing external auditors report in addition to credit and accounting issues arising from audit and updates of new developments on accounting standards under the new MFRS (Malaysian Financial Reporting Standards); 3. Reviewing audit strategy and plan with external auditors; 4. Reviewing the Internal Audit Report, circular on related party transactions and Statements of Risk Management and Internal Control and Corporate Governance; 5. Reviewing the scope, function, resources and competency of internal audit function; and 6. Reviewing the re-appointment of external auditors and internal auditors for the ensuing year. The Audit Committee is of the opinion that it has discharged its duties in accordance with the terms of reference as established during the financial year. Internal Audit Function The Company has appointed KFF Advisory Sdn. Bhd., an independent accounting firm ( the Internal Auditors ) to provide outsourced internal audit function for the Group to assist the Audit Committee in discharging its duties and responsibilities. The Internal Auditors report directly to the Audit Committee. Summary of internal audit activities conducted by the Internal Auditors and internal staff during the year include the following: - Review of the GST03 compliance of the Group. The objective is to assess the Group s practice in compliance with GST Act 2014. Recommendations and findings are immediately carried out and rectified - Periodic conduct of physical stock count at outlets by sales supervisors and personnel, and verifications against stock reports maintained. - Investigation into material variances of stock count and physical records and the objective is to minimise any stock losses and identify major losses as soon as possible. The total fees and costs incurred for the financial year 30 June for internal audit functions amounted to 37,500. This Report is made in accordance with the resolution of the Board of Directors dated 3 October. 28 TEO GUAN LEE CORPORATION BERHAD (283710-A)

CONTENTS 30 Directors Report 41 Consolidated Statement of Changes in Equity 47 Statement of Cash Flows 34 Statement by Directors 42 Consolidated Statement of Cash Flows 48 Notes to the Financial Statements 34 Statutory Declaration 35 Independent Auditors Report 39 Consolidated Statement of Financial Position 44 Statement of Financial Position 45 Statement of Profit or Loss and Other Comprehensive Income 46 Statement of Changes in Equity 97 Supplementary Information Disclosed Pursuant to Bursa Malaysia Securities Berhad Listing Requirements 40 Consolidated Statement of Profit or Loss and Other Comprehensive Income