CONTENTS - News and Announcementcontent.investor.net.my/wp-content/uploads/XOX-AR_2015.pdf · Financial Statements ... strategy formulation, ... with key players in various South

Corporate Information

Profile of Directors and Chief Executive Officer

Chairman’s Statement

Event Highlights

Corporate Social Responsibility

Plans/Products

Statement on Corporate Governance

Audit Committee Report

Statement on Risk Management and Internal Control

Statement of Directors’ Responsibility

Other Compliance Disclosures

Financial Statements

Analysis of Shareholdings

Notice of Annual General Meeting

Form of Proxy Enclosed

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CONTENTS

A N N U A L R E P O RT 2 0 1 52

Audit CommitteeFaidzan bin Hassan (Chairman)Soo Pow Min (Member)Hew Tze Kok (Member)

Nomination and Remuneration CommitteeCheong Wai Loong (Chairman)Soo Pow Min (Member)Hew Tze Kok (Member)

Company SecretariesTan Tong Lang (MAICSA 7045482)Chong Voon Wah (MAICSA 7055003)

Principal Bankers Ambank (M) Berhad (8515-D)Public Bank Berhad (6463-H)Hong Leong Bank Berhad (97141-X)

Registered OfficeSuite 10.03, Level 10 The Gardens South TowerMid Valley CityLingkaran Syed Putra59200 Kuala LumpurTelephone : (03) 2279 3080 Facsimile : (03) 2279 3090

Corporate Information

Board of Directors

Dato’ Seri Abdul Azim bin Mohd ZabidiNon-Independent Non-Executive Chairman

Datuk Chai Woon ChetManaging Director

Soo Pow MinIndependent Non-Executive Director

Datuk Lor Chee LengIndependent Non-Executive Director

Faidzan bin HassanIndependent Non-Executive Director

Cheong Wai LoongIndependent Non-Executive Director

Hew Tze KokIndependent Non-Executive Director

Business OfficeLot 8.1, 8th Floor, Menara Lien HoeNo. 8, Persiaran TropicanaTropicana Golf & Country Resort47410 Petaling JayaSelangor Darul EhsanTelephone : (03) 7884 2388 Facsimile : (03) 7803 0778

Auditors Messrs UHYSuite 11.05, Level 11The Gardens South TowerMid Valley CityLingkaran Syed Putra59200 Kuala LumpurTelephone : (03) 2279 3088 Facsimile : (03) 2279 3099

Share RegistrarShareworks Sdn Bhd (229948-U)No 2-1, Jalan Sri Hartamas 8Sri Hartamas50480 Kuala LumpurTelephone : (03) 6201 1120 Facsimile : (03) 6201 3121

Stock Exchange Listing ACE Market of Bursa Malaysia Securities BerhadStock Name : XOXStock Code : 0165

Websitewww.xox.com.my

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Profile of Directors and Chief Executive Officer

Dato’ Seri Abdul Azim bin Mohd Zabidi

Dato’ Seri Abdul Azim bin Mohd Zabidi, a Malaysian aged 56, is the Non-Independent Non-Executive Chairman of the Company having been appointed to the Board on 30 June 2010. He graduated with a Master of Arts in Business Law from the London Metropolitan University, United Kingdom in 1983. He is also a Fellow of The Chartered Institute of Secretaries, United Kingdom.

Dato’ Seri Azim was Chairman of Bank Simpanan Nasional (“BSN”), Malaysia’s National Savings Bank. During his 10 years as Chairman of BSN, has seen a steady improvement in operating profits.

Dato’ Seri Azim started his career in banking in 1984 and rose quickly through the ranks when in 1990 he was appointed Group Head of the Bank’s Corporate Banking Department. He was then seconded to Commerce Property Trust Managers (now known as Amanah Property Trust Managers) and initiated the establishment of Commerce BT Fund Managers (today known as CIMB-Principal Asset Management). His association with the fund management industry saw him elected as President of the Federation of Malaysian Unit Trust Managers (now know as Federation of Investment Managers Malaysia) from 1998-2003. During this period, he was appointed to the Board of the International Investment Funds Association and was Chairman of its Audit Committee. He held the position of Chairman of Bank Simpanan Nasional from 1999 to 2009 and during his tenure, he was actively involved with the World Savings Banks Institute (“WSBI”). In 2000, he was appointed President (Asia Pacific) for WSBI and in 2003, he was elevated to its Board of Directors. Dato’ Seri Azim was elected as Vice President and Treasurer of WSBI in September 2006, a position he relinquished in April 2009. He now sits on numerous local and foreign Boards of Companies, both public and private, amongst which are Anzo Holdings Berhad (formerly known as Harvest Court Industries Berhad), Wang-Zheng Berhad and Timberwell Berhad.

Datuk Chai Woon Chet

Datuk Chai Woon Chet, a Malaysian aged 37, was appointed to the Board on 13 January 2014 as Managing Director. He graduated with a Diploma in Business Economics (KDU).

Datuk Chai was a Marketing Manager of Sanbumi Sawmill Sdn. Bhd. (a wholly-owned subsidiary of Sanbumi Holdings Berhad which is listed on the Main Board of Bursa Malaysia Securities Berhad). He had been involved in the timber business industry with buyers from Japan, Europe, South Africa and Korea for the past 8 years. He also has extensive experience in property development, construction and the automotive sector.

Datuk Chai was formerly the Managing Director of Lintasan Mayang Development Sdn Bhd, which is the developer for Sabah’s biggest integrated township, Alamesra, an innovative 265 acre mixed development with gross development value of RM1.3 billion. Datuk Chai was also the former managing director of Maxims Circle Development Sdn Bhd, which carried out property development projects at Kuala Lumpur with gross development value of RM23 million in Taman Permata, Melawati and RM66 million in Segambut.

At present, Datuk Chai also sits on the board of directors of Anzo Holdings Berhad (formerly known as Harvest Court Industries Berhad), Astral Supreme Berhad and various other private companies. He is the Executive Director of KL Northgate Sdn Bhd, a prime developer for 18 acres shopping mall and mixed development project at Selayang with a gross development value of RM1.6 billion and 86 acres Putra Medical City development project at Serdang.

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Profile of Directors and Chief Executive Officer(Cont’d)

Soo Pow Min

Soo Pow Min, a Malaysian aged 50, was appointed to the Board on 30 June 2010 as a Non-Independent Non-Executive Director and was redesignated on 5 January 2012 to an Independent Non-Executive Director. He graduated in 1990 with a Bachelor of Architecture in Structural Engineering from the University of Illinois, Chicago, United States of America.

He started his career in 1990 with YTL Corporation Berhad as an Architect and was responsible for overseeing the architectural work of the company. In 1994, he founded Urban Builder as a sole proprietorship but subsequently ceased business in 1999 when he was appointed Director of Pembinaan Wincon Sdn Bhd, a position which he held to date. In 2009, he founded DP Land Sdn Bhd and has been the Director of DP Land Sdn Bhd since.

Mr Soo is presently the Member of the Audit Committee and Nomination and Remuneration Committee of the Company.

Faidzan bin Hassan

Faidzan bin Hassan, a Malaysian aged 55, was appointed to the Board on 4 July 2012, as an Independent Non-Executive Director. He graduated with an Advanced Diploma in Accounting from the University Institute Technology Mara.

He was the Executive Director of Innosabah Securities Sdn Bhd from 1992 to 2000. Since 1995, he has been the principal partner/trustee of Sititrust & Administrators Limited, and since 2003, the Deputy Chairman of KIC Oil & Gas Ltd and the KIC Group of Companies.

Encik Faidzan is presently the Chairman of the Audit Committee of the Company.

Cheong Wai Loong

Cheong Wai Loong, a Malaysian aged 43, was appointed to the Board on 30 September 2013 as an Independent Non-Executive Director. Mr Cheong graduated with a Bachelor Degree in Business Accounting & Finance, is a Fellow Member of The Institute of Public Accountants Australia and a member of the National Institute of Accountants, Australia.

Mr Cheong is one of the pioneer shareholders of XOX Bhd, and is instrumental in the opening of the Company’s first branch in Malaysia upon listing on Bursa Malaysia Securities Berhad.

He is currently the Managing Director of Linear Design Sdn Bhd, a multi-award winning Interior Architecture Firm whereby major developers in Malaysia make up its clientele list and he also sits on the Boards of numerous private companies that are involved in property development, hospitality, landscape architecture and trading.

Mr. Cheong is also the General Committee of the Royal Lake Club for 2015 and is Chairman for the Events Subcommittee and the Youth Subcommittee. He is also the Deputy Chairman for the F&B Subcommittee.

Mr Cheong is the Chairman of the Nomination and Remuneration Committee of the Company.

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Hew Tze Kok

Hew Tze Kok, a Malaysian aged 38, was appointed to the Board on 21 October 2013 as an Independent Non-Executive Director. Mr Hew is a fellow member of the Association of Chartered Certified Accountants (“FCCA”).

He started his career path by practising in accounting firms, namely Wong Yew Seng & Co and BDO Binder for approximately 7 years. Thereafter he served the Securities Commission Malaysia (“SC”) for approximately 5 years in the area of enforcement of securities law. He was then appointed as an Investigating Officer of the SC with a ranking of Senior Manager. Subsequent to that, he joined KPMG Forensic Investigation Services as an Associate Director.

Mr Hew is presently the Member of the Audit Committee and Nomination and Remuneration Committee of the Company.

Datuk Lor Chee Leng

Datuk Lor Chee Leng, a Malaysian aged 51, was appointed to the Board on 19 March 2014 as an Independent Non-Executive Director. He graduated with a Bachelor degree from the National University of Singapore.

Datuk Lor was previously the Group CEO of EON Bank Group, Malaysia. Under his leadership, EON Bank Group recorded many notable product innovations and financial achievements. Most significant was the transformation of the banking group from being previously perceived as a non-descript player in the industry to being regarded as a rapidly growing bank and one of the most talked about in the country. EON Bank Group was awarded the “Asia’s Best Employer Brand – Malaysia” in 2011 and was ranked 337 in the “Top 500 Most Valuable Global Banking Brands” by Brand Finance Plc.

Before joining EON Bank, he was the Worldwide Director for Banking Solutions with Hewlett Packard Asia Pacific, and prior to that he was the EVP and Head of Consumer Banking for RHB Bank Malaysia.

Prior to returning to Malaysia in 2004, he was a Managing Director with DBS Bank (a leading bank in SEA) for 17 years, serving in various senior management capacities in both their Singapore and Thailand operations.

He has more than 25 years of senior level banking experience with extensive focus in retail banking, strategy formulation, business transformation, sales and marketing; and human capital development in various SEA countries.

He has previously, also served as a Director of the Malaysia Electronic Payment System (MEPS) Berhad as well as a member of the EMVCo Global Board of Advisors.

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Ng Kok HengChief Executive Officer

Ng Kok Heng, a Malaysian aged 52, is the Chief Executive Officer of the Company. He graduated with a Bachelor of Computer Science (Honours) from the Universiti Sains Malaysia, Penang in 1987. Mr Ng was appointed as Managing Director and Chief Executive Officer of the Company on 30 June 2010. On 9 December 2013, he retired as Managing Director of the Company but continue to serve the Company as Chief Executive Officer of the Company.

He started his career in 1987 as a Sales Manager in Communications Technology Sdn Bhd and was in charge of sales and marketing. In 1992, he was appointed Executive Director for MTL Communications Sdn Bhd and was responsible for the marketing, sales and business development of the company. Subsequently in 2000, he joined Wilco Systems Sdn Bhd as the Managing Director and was responsible for the performance as well as the day-to-day operations of the company.

He was also a consultant to Teligent AB, Sweden, a telecommunications provider and has worked with key players in various South East Asian countries such as Telekom Malaysia Berhad, Singapore Telecommunications Limited and Smart Communications Inc. He leads highly specialised teams of IT integrators and implementers to implement systems for telecommunications providers.

Note :

The Directors do not have any family relationship with any other Directors and/or major shareholders of the Company. The Directors do not have any conflict of interest with the Company and have no conviction for any offences, other than traffic offences, if any, within the past ten (10) years.


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Chairman’s Statement

On behalf of the Board of Directors of XOX Bhd, I am pleased to present the Annual Report of the Group and the Company for the financial year ended (“FYE”) on 30 June 2015.

Financial Performance

2015 continues to be a challenging year for XOX where the Group had to operate in an intensely competitive environment. The effects of the recently introduced GST coupled with the constant growing demand for quality mobile Internet services had contributed to these challenges. Even now, more users are turning towards their smart phones and mobile internet to meet their daily communication needs resulting in a lower Average Revenue Per User (ARPU) from traditional voice and short messaging service (SMS).

Despite the difficult business environment, the Group registered an impressive improvement in its Revenue of RM91.02 million compared to RM57.05 million in the previous financial year, a growth of almost 60%.

The increase in revenue was mainly attributed to the 179% growth in our revenue generating subscribers, whereby we were able to add about 420,000 subscribers during the financial year. In addition, throughout the financial year, we pressed on with our efforts on product branding, subscriber retention and quality subscriber acquisition through various business strategies and product and marketing activities.

In 2015, XOX delivered a higher Earning Before Interest, Taxes, Depreciation, and Amortisation (“EBITDA”) of RM6.19 million compared to RM2.79 million recorded in 2014. The higher EBITDA was attributed to the higher revenue registered from increased quality subscribers after taking into consideration higher marketing expenditure to support the business. As a result, Profit After Tax of RM1.17 million was registered for the financial year compared to a Loss After Tax of RM1.58 million in 2014.

Industry Trends and Development

Bank Negara Malaysia’s Second Quarterly Bulletin of 2015 reported that the growth in information and communication sector was driven by strong demand for data communication services amid attractive packages from telecommunications companies.

RAM Ratings was of the view that Malaysian telecommunication operators are facing heightened competition amid a crowded landscape and the persistent downtrend in traditional voice and SMS revenues and project a 3% revenue growth for telcos in 2015. On the other hand, the growth in data revenue would be insufficient to offset the loss in traditional voice revenue. To stay in the game, telcos must keep on improving their service quality and strive to remain relevant through their pricing propositions. Telcos focus on the protection of their average revenue per user (ARPU) would be by monetizing data.

According to BMI Research Report, data continues to be a major growth driver in mobile service revenue, driven by rising smart phone adoption rates and the shift in demand towards more data-heavy premium services such as online shopping and OTT video streaming. The high speed broadband (HSBB) and suburban broadband (SUBB) projects will also improve accessibility and affordability of broadband when these are completed, and BMI believes that Malaysia will continue to observe strong growth in data consumption in the next five years.

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Future Prospects

The telecommunication industry is undergoing a major revolution driven by changes of user requirements together with revenue drivers and new technologies. With this as the backdrop, the Group expects to face challenges from the market through stiffer competition among industry players, product offerings, pricing and regulatory changes. All these will have a direct impact on our business. It is on this cautious note that the Group will strive harder to achieve better performance through our marketing activities, subscriber retention, quality subscriber acquisition and also by introducing innovative products and services, promoting the Group’s SIM-free mobile application brand named Voopee, to be in line with current consumer trends in order to stay ahead of the competition.

Our Group’s mobile network service subscribers consist of a mix between prepaid and postpaid subscribers. As at FYE 30 June 2016, our Group had a wider base of prepaid subscribers as compared to postpaid subscribers, however, the revenue contribution from our Group’s prepaid subscribers were not regular. In other words, the subscribers only utilised the subscription during the trial period when the prepaid mobile package was acquired, after which, in a short period, the service was discontinued and the package disposed. As such, this resulted in a lack of recurring revenue from our mobile network service subscriptions.

The key priorities in 2016 will be switching the focus to attract more quality subscribers, namely post-paid subscribers, by offering innovative products and services to broaden the subscriber base in order to better respond to subscribers’ needs. To this end, the Group is making great strides in gaining more post-paid subscribers by embarking on providing phone bundling services to mobile network users.

Good operational momentum and capability established in 2015 has set a solid foundation for the Group which translates to a good head start for XOX. The Group has also put in place innovative growth strategies, driving continuous improvements to our business and operating models and we have also enhanced our management team.

Appreciation

On behalf of the Board, I would like to express my most sincere thanks and appreciation to our major creditor for their continued support and encouragement, our shareholders who continue to believe in our business strategy, all our loyal customers, business partners, bankers and regulatory authorities for their continued support.

To my fellow colleagues on the Board, I would wish to express my sincere appreciation for their guidance and support. The Board also wishes to acknowledge the management team and every employee for their commitment and efforts through the year for the Group’s achievements and success.

Dato’ Seri Abdul Azim bin Mohd ZabidiNon-Independent Non-Executive Chairman

Chairman’s Statement(Cont’d)

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Event Highlights

XOX Mobile was appointed as the Community Creative and Cultural Partner for the 1,600 Pandas World Tour Malaysia, which was a collaboration between World Wide Fund for Nature and the panda’s creator Paulo Grangeon, to promote the message of panda conservation and sustainable development, with the theme of “Initiating the Culture of Creative Conservation”.

The adorable pandas had their nationwide journey to more than 15 iconic landmarks in Malaysia from 21st of December 2014 till 25th of January 2015. The pandas were used symbolically to promote awareness of our natural environment and the importance of environmental conservation and sustainable development.

XOX secured the prestigious title sponsorship of the Football Association of Malaysia FA Cup, ahead of the hotly contested finals between Kelantan Club and Singapore Lions XII on Saturday, 23rd of May 2015. The FA Cup final

The 1,600 Pandas World Tour MY

XOX PIALA FA 2015

held at Stadium Bukit Jalil, attracted a crowd of 70,000 football fans.

XOX Mobile sponsorship is an extension of the XOX Program of Nurturing Future Youth Leaders via Sports.

A joint press conference to mark the occasion was held at the Bukit Jalil Stadium with XOX Mobile and FAM representatives

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Event Highlights

The XOX Car Craze Contest was officially launched during the Dealers Conference at Genting on 8th March 2015.

The Car Craze Contest campaign from March to December 2015 consists of 1 Volkswagen Passat, 3 Volkswagen Polo Sedan and 100 Tech Gadgets as prizes to be won! To participate, the XOX customer needs to do a minimum top up of RM50.00.

Car Craze Contest 2015

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The Board, whilst pursuing the business objectives of growth in enhancing shareholder value, is also cognizant of its corporate social responsibilities (“CSR”) and the importance of the contribution it can make in respect thereof, particularly towards improving the workplace, the community it operates in and the environment.

The Group is constantly reviewing its workplace and policies to provide a conducive working environment and ensure proper development and utilization of its human resources. Personal development is important and employees are encouraged to improve their knowledge through attendance at relevant seminars and workshops. Apart from that, the Group considers health and safety management to be equally as important as other management functions. It is the management’s responsibility to provide the framework to promote, stimulate and encourage the highest standard of safety and health at work.

At the marketplace, the Company and its subsidiaries maintain high integrity of corporate governance practices as well as enhancing the shareholders’ value. We believe in conducting business fairly, impartially and in full compliance with all laws and regulations. Honesty and integrity underlie all of our relationships, including those with customers, vendors, contractors, the business community at large and among employees.

The Group is accountable for the impact of its business operations on the environment. We constantly review and monitor our operations to make positive contribution to the environment, economic and social wellbeing of our stakeholders, employees and the broader community. In the office, the employee is encouraged to recycle used papers for internal office use, set power save mode for desktops and notebooks, and switch off air-conditioning and lights during lunch time and after office hours.

The Group continues its social roles to support the community by contributing to several needy and charitable organisations through donations. Employees are encouraged and supported to actively participate in social work and community service.


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75th Anniversary Charity Painting Exhibition of Bruce Lee

This exhibition was jointly organized by Gabungan Impian Kelantan and Bruce Lee International Club with the aim to raise funds for flood disaster relief and reconstruction, in conjunction with Bruce Lee 75th birthday.

Penang Chief Minister Mr Lim Guan Eng with XOX Group CEO Mr Ng Kok Heng and other officials officiated the opening of 75th Anniversary Charity Painting Exhibition of Bruce Lee at ICT Mall, Komtar.

During the financial year, the Group has undertaken the following activities:

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Kechara Soup Kitchen Distribution on the Street

My Carnival

Another of XOX social values is community education. XOX participated in the Nanyang Xiang Pau and Astro’s MY Carnival project by raising funds for the Chinese primary schools.

XOX Berhad raised awareness for the homeless with the staff and their spouse/family members and initiated a volunteer food distribution with basic medical care with Kechara Soup Kitchen on 19th September 2015.

XOX Berhad made a donation of RM5,000.00 to Kechara Soup Kitchen.

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Plans / Products

Prepaid Plus

MNP

Get talkin’ for less with XOX Prepaid Plus. With the lowest call rates you’ll ever find, make short calls from just 5 Sen. Call other networks at a mere 15 Sen/ min. Top-up any amount you like to start chatting. No minimum on top-ups, usage and definitely no sneaky hidden charges.

Switch your number to XOX now and keep your current Number with 28-months validity. At the same time, because we love giving our subscriber more ‘bang for their buck’ get free SMS, free data and free calls when you switch!.

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Plans / Products

Season Pass

A plan that is shareable with rewarding up-front Discount and FREE calls. It’s a revolutionary new prepaid that can shared with any XOX prepaid subscribers. The Season pass plan from XOX gives you the ultimate freedom to decide what you need when you need. Absolutely no monthly commitment

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Penang#1758

Special Hor Penang Lang Niaa! Call to anywhere in Malaysia from the state of Penang. A plan exclusively designed for Penangites, receive the latest news & updates from the State via SMS. From Penang, you can make calls from as low as 9 sen for the first 2 minutes. So, go on and call your buddies and make use of this exclusive plan brought to you by XOX Mobile.

Plans / Products

Voopee

Voopee is a SIM-FREE app that provides you with an actual mobile number on your existing smartphone without the need of an additional SIM CARD. Traveling? Need to Call Home? Get Voopee on the Google Play or App Store and make calls home to Malaysia instantly via WIFI or Mobile data connection. Only RM0.10 per minute and avoid the SKY HIGH roaming charges!

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Statement on Corporate Governance

The Board of Directors (“the Board”) of XOX Bhd (“XOX” or “the Group” or “the Company”) strives to ensure good corporate governance practices are implemented and maintained throughout the Company and its subsidiaries (“Group”) as a fundamental part of discharging its duties to enhance shareholders’ values consistent with the principles and best practices set out in the Malaysian Code on Corporate Governance (“MCCG”). The Board will continuously evaluate the Group’s corporate governance practices and procedures, and where appropriate will adopt and implement the best practices as enshrined in MCCG to the best interest of the shareholders of the Company.

The statement below sets out the manner in which the Group has applied the key principles and the extent of its compliance with the best practices set out in MCCG throughout the financial year under review pursuant to Rule 15.25 of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Listing Requirements”).

A. Board of Directors

The Board assumes responsibility for leading and controlling the Group. The Board has the overall responsibilities for corporate governance, risk management, internal controls, strategic direction, succession planning, formulation of policies and overseeing the investment and business of the Group.

In carrying out its functions, the Board has delegated specific responsibilities to two (2) Board Committees, namely Audit Committee and Nomination and Remuneration Committee. These committees have the authority for their own specific issues and their recommendations are reported back to the Board.

A.1 Board Balance

The current Board of Directors consists of seven (7) members, comprising a Non-Independent Non-Executive Chairman, one (1) Executive Director who is also the Managing Director and five (5) Independent Non-Executive Directors. The Company thus complies with Rule 15.02 of the Listing Requirements whereby at least two (2) or one-third (1/3) of the Board of Directors, whichever is higher, are independent directors.

There is a clear division of responsibilities between the Chairman of the Board and the Chief Executive Officer to ensure that there is a balance of power and authority. The Chairman is responsible for running the Board and ensuring that all Directors receive sufficient and reliable information on financial and non-financial matters to enable them to participate actively in Board decisions whilst the Chief Executive Officer is responsible over the operating units, organisation effectiveness and implementation of the Board’s policies and decisions.

The size and composition of the Board reflects a balance of executive and non-executive directors who are reputable and professional person of calibre in the business environment to provide leadership and exercise control of the Group. The Independent Non-Executive Directors of the Company play a key role in providing unbiased and independent views, advice and contributing their knowledge and experience toward the formulation of policies and in the decision making process. The Board structure ensures that no individual or group of individuals dominates the Board’s decision-making process. Although all the Directors

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Statement on Corporate Governance(Cont’d)

have equal responsibility for the Company and the Group’s operations, the role of the Independent Directors are particularly important in ensuring that the strategies proposed by the Executive Directors are deliberated on and have taken into account the interest, not only of the Company, but also that of the shareholders, employees, customers, suppliers and the community.

The Board has yet to identify a Senior Independent Non-Executive Director to whom concerns may be conveyed by shareholders and the general public. However, the Chairman of the Board encourages the active participation of each and every Board member in the decision making process.

The Board has not set a gender diversity targets as of the reporting period as it is of the view the Board membership should be determined based on a candidate’s skills, experience and other qualities regardless of gender but will nevertheless considers appointing more directors of the female gender where suitable.

A.2 Code of Conduct and Ethics

The Board is committed in maintaining a corporate culture which engenders ethical conduct through its Code of Conduct and Ethics, which summarises what the Company must endeavour to do proactively in order to increase corporate value, and which describes the areas in daily activities that require caution in order to minimise any risks that may occur.

A copy of the Code of Conduct and Ethics is available at the Company’s website.

A.3 Board Charter

As part of governance process, the Board has formalised and adopted the Board Charter. This Board Charter sets out the composition and balance, roles and responsibilities, operation and processes of the Board and is to ensure that all Board members acting on behalf of the Company are aware of their duties and responsibilities as Board members.

A copy of the Board Charter is available at the Company’s website.

A.4 Promote Sustainability

The Board ensures that the Company’s strategies promote sustainability with attention given particularly to environmental, social and governance (“ESG”) aspects of business which underpin sustainability. The Board understands that balancing ESG aspects with the interests of various stakeholders is essential to enhancing investor perception and public trust. Disclosures on corporate responsibility are presented under “Corporate Social Responsibility” of this Annual Report.

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A.5 BoardMeetingsandSupplyofInformationtotheBoard

Board meetings are held regularly and the details of the attendance during the financial year ended 30 June 2015 are as follows:

NameofDirectors No.ofMeetingsAttended

Dato’ Seri Abdul Azim bin Mohd Zabidi 6/6 Datuk Chai Woon Chet 6/6 Soo Pow Min 6/6 Faidzan bin Hassan 4/6 Cheong Wai Loong 6/6 Hew Tze Kok 5/6 Datuk Lor Chee Leng 5/6 Khoo Chuin Yuen (Retired as Director on 04/12/2014) 4/4

The Board is satisfied with the level of time commitment given by the Directors of the Company towards fulfilling their duties and responsibilities. This is evidenced by the attendance record of the Directors as set out herein above.

The Directors have full and timely access to all information pertaining to the Group’s business and affairs to enable them to discharge their duties. Senior management are invited to attend the Board meetings to explain and clarify matters as required.

Prior to the Board meetings, the agenda for every meeting together with a full set of Board papers containing information relevant to the business of the meetings are circulated to the Directors for their perusal in advance before the meeting date. This is to allow the Directors to have sufficient time to review and consider the agenda items before the meeting and to obtain further explanations or clarifications, where necessary.

The proceedings and resolutions reached at each Board meeting are documented in the minutes and signed by the Chairman of the next Board meeting. Besides Board meetings, the Board exercises control on matters that require Board’s approval through circulation of Directors’ Resolutions. These documents are kept at the registered office.

All Directors have direct access to the advice and services of the Company Secretary who is responsible for ensuring the Board’s meeting procedures are adhered to and that applicable rules and regulations are complied with. The Board recognises that the Company Secretary is suitably qualified and capable of carrying out the duties required. The Board is satisfied with the service and support rendered by the Company Secretary in discharge of their functions. When necessary, Directors may whether as a full Board or in their individual capacity, seek independent professional advice, including the internal and external auditors, at the Company’s expense to enable the directors to discharge their duties with adequate knowledge on the matters being deliberated.


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A.6 Re-electionofDirectors

In accordance with the Company’s Articles of Association, at the first Annual General Meeting (“AGM”) of the Company, all the Directors shall retire from office, and at the AGM in every subsequent year, an election of directors shall take place and one-third (1/3) of the Directors (including the Managing Director) for the time being, or if their number is not three (3), or a multiple of three (3), then the number nearest to one-third (1/3) with a minimum of one (1) shall retire from office and be eligible for re-election PROVIDED ALWAYS that all Directors including a Managing Director shall retire from office at least once in every three (3) years but shall be eligible for re-election. A retiring Director shall retain office until the close of the meeting at which he retires and shall be eligible for re-election.

Any Director appointed during the year is required to retire and seek re-election by shareholders at the first AGM following his appointment. Directors over seventy (70) years of age are required to submit themselves for re-appointment annually in accordance with the Section 129 (6) of the Companies Act, 1965.

A.7 NominationandRemunerationCommittee

In line with the Best Practices of MCCG, the Board has established a Nomination and Remuneration Committee (“NRC”) which comprise exclusively of Independent Non-Executive Directors, with the responsibilities of assessing the balance composition of Board members, nominate the proposed Board member by looking into his skills and expertise for contribution to the Company on an ongoing basis. At the same time, the NRC is authorised by the Board to establish a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual Directors. The remuneration of Directors shall be the ultimate responsibility of the full Board after considering the recommendations of the NRC. The NRC meets as and when deemed necessary.

The present members of the NRC of the Company are:

Designation Name Directorship

Chairman Cheong Wai Loong Independent Non-Executive DirectorMember Soo Pow Min Independent Non-Executive DirectorMember Hew Tze Kok Independent Non-Executive Director

The functions of the NRC are summarise as following:

a) The Committee shall regularly review the structure, size and composition of the Board and make recommendations to the Board with regard to any adjustments that are deemed necessary;

b) The Committee has to evaluate the effectiveness of the Board as a whole, the various Committees and each individual Director’s contribution to the effectiveness on the decision making process of the Board;

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c) The Committee shall give full consideration to succession planning for Directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the company, and the skills and expertise needed on the Board in the future;

d) The Committee shall prepare a description of the role and capabilities required for a particular appointment;

e) The Committee shall be responsible for identifying and nominating for the approval of the Board, candidates to fill board vacancies as and when they arise;

f) In determining the process for the identification of suitable new candidates, the Committee will ensure that an appropriate review or search is undertaken by an independent third party to ensure the requirement and qualification of the candidate nominated;

g) The Committee shall make recommendations to the Board on candidates it considers

appropriate for appointment;

h) The Committee shall recommend to the Board concerning the re-election by shareholders of any director under the “retirement by rotation” provisions in the Company’s Article of Association;

i) The Committee shall review and recommend to the Board the framework of remuneration of the Executive Directors and Senior Management, taking into account the performance of the individual, the inflation price index and information from independent sources on the rates of salary for similar jobs in selected group of comparable companies;

j) The Committee shall review and determine the bonus scheme for Executive Directors depending on various performance measurements of the Group;

k) The Committee shall review and determine the other benefits in kind for the Executive Directors; and

l) The Committee may request management or external consultants to provide necessary information upon which the Board may make its assessment.

** Subject to shareholders’ approval in the general meeting, the Board as a whole determines the level of remuneration of the Non-Executive Director of the Company. The review of the remuneration of the Non-Executive Director should take into consideration fee levels and trends for similar positions in the market, time commitment required from the director and any additional responsibilities undertaken such as a director acting as chairman of a board committee or as the senior independent non-executive director. The individuals concerned should abstain from discussion of their own remuneration.


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The appointment of new Directors is the responsibility of the full Board after considering the recommendations of the NRC. As a whole, the Company maintains a very lean number of Board members. In general, the process for the appointment of director to the Board is as follows:

(i) The NRC reviews the Board’s composition through Board assessment/evaluation;(ii) The NRC determines skills matrix;(iii) The NRC evaluates and matches the criteria of the candidates, and will consider

diversity, including gender, where appropriate;(iv) The NRC recommends to the Board for appointment; and (v) The Board approves the appointment of the candidates.

The NRC does an annual review of the composition of the Board and makes recommendations to the Board accordingly, with a view to meeting current and future requirements of the Group. The NRC is satisfied with the current size of the Board, and with the mix of qualifications, skills & experience among the Board members. Among other evaluation criteria is the commitment displayed, the depth of contribution, ability to communicate and undertake assignments on behalf of the Board.

Name of Director

Dato’ Seri Abdul Azim bin Mohd Zabidi

Datuk Chai Woon Chet

Soo Pow Min

Faidzan bin Hassan

Cheong Wai Loong

Hew Tze Kok

Datuk Lor Chee Leng

CoursesAttended

1. New Zealand Technology Showcase2. Financial Reporting and the Control Environment3. An Evening with Boris Johnson4. Management Course for Board of Directors and

Shareholders of Security Company

Financial Reporting and the Control Environment

1. Financial Reporting and the Control Environment2. Bursa Nominating Committee Programme


1. Financial Reporting and the Control Environment2. Bursa Nominating Committee Programme

1. Roles and Responsibilities of BOD in Relation to Financial Statements.

2. Impact of Coods And Services Tax (GST) on Businesses3. Financial Reporting and the Control Environment


A.8 Directors’Training

All the Directors appointed to the Board have completed the Mandatory Accreditation Programme as prescribed by the Listing Requirements of Bursa Malaysia Securities Berhad. The Directors remain committed to undergoing further continuing education training programmes to upgrade and enhance their business acumen and professionalism in discharging their duties to the Group.

The following Board members have attended several relevant courses/seminars during the financial year ended 30 June 2015 as detailed below:

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In addition to the above, Directors would be updated on recent developments in the areas of statutory and regulatory requirements from the briefing by the External Auditors, the Internal Auditors and Company Secretary during the Committee and Board Meetings.

A.9 ReinforceIndependence

The Non-Executive Directors are not employees of the Group and do not participate in the day to day management of the Group. The Non-Executive Directors are independent directors and are able to express their views without any constraint. This strengthens the Board which benefits from the independent views expressed before any decisions are taken. The Nomination and Remuneration Committee has reviewed the performance of the independent directors and is satisfied they have been able to discharge their responsibilities in an independent manner.

None of the current independent board members had served the company for more than nine (9) years as per the recommendations of MCCG. Should the tenure of an Independent Director exceed nine (9) years, shareholders’ approval will be sought at a General Meeting or if the services of the director concerned are still required, the director concerned will be re-designated as a Non-Independent Director.

B. Directors’Remuneration

The remunerations of the Executive Directors were determined fairly based on the performance and the profitability of the Group as a whole. The Directors’ remuneration is at the discretion of the Board, taking into account the comparative market rates that commensurate with the level of contribution, experience and participation of each Director. The overriding principle adopted in setting the remuneration packages for the Executive Directors by the Nomination and Remuneration Committee is to ensure that the Company attracts and retains the appropriate Directors of the caliber needed to run the Group successfully.

The determination of the remuneration for Non-Executive Directors is a matter of the Board as a whole. The level of remuneration for Non-Executive Directors reflects the amount paid by other comparable organisations, adjusted for the experience and levels of responsibilities undertaken by the particular Non-Executive Directors concerned. The remuneration package of Non-Executive Directors will be a matter to be deliberated by the Board, with the Director concerned abstaining from deliberations and voting on deliberations in respect of his individual remuneration. In addition, the Company also reimburses reasonable out-of-pocket expenses incurred by all the Non-Executive Directors in the course of their duties as Directors of the Company. The aggregate annual Directors’ fees are to be approved by shareholders at the Annual General Meeting based on recommendations of the Board.

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B.1 DetailsofDirectors’Remuneration

The details of directors’ remuneration for the financial year ended 30 June 2015 are as follows:

Fee Salaries Allowances TotalCategory RM RM RM RM

Executive Directors - 485,020 33,000 518,020Non-Executive Directors - - 281,900 281,900

Total - 485,020 314,900 799,920

The Directors’ remuneration within the following bands is as follows:

Number of Number ofRangeofRemuneration ExecutiveDirectors Non-ExecutiveDirectors

Below RM50,000 - 6RM50,001 – RM100,000 - 1RM500,001 – RM600,000 1 -

The above includes Directors who have resigned during the financial year.

Details of the remuneration disclosure of each director are not disclosed in this report as the Board is of the view that the above remuneration disclosures by band and analysis between Executive and Non-Executive Directors satisfy the accountability and transparency aspects of MCCG.

C. CommunicationwithShareholdersandInvestors

C.1 RelationshipwithShareholders

The Board recognises the need for transparency and accountability to the Company’s shareholders as well as regular communication with its shareholders, stakeholders and investors on the performance and major developments in the Company. The Company ensures that timely releases of the quarterly financial results, press releases and corporate announcements are made to its shareholders and investors, which are clear, unambiguous, succinct, accurate and contains sufficient and relevant information.

The Group also maintains a website www.xox.com.my whereby information can be obtained.

The Company’s Annual Report and financial results are dispatched on annually basis to the shareholders to provide an overview of the Group’s business activities and performances. The Share Registrar is available to attend to administrative matters relating to shareholders’ interests.

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C.2 AnnualGeneralMeeting

The Annual General Meeting (“AGM”) is the principal forum for dialogue with the shareholders. The shareholders will be given sufficient notice of the holding of the AGM through the Annual Report that is sent to them. At the AGM, the Board will present to the shareholders with a comprehensive report on the progress and performance of the Group and the shareholders are encouraged to participate in the questions and answers session there at, where they will be given the opportunity to raise questions or seek more information during the AGM. Informal discussions between the Directors, senior management staff, the shareholders and investors are always active before and after the general meetings.

Apart from contacts at general meetings, currently there is no other formal program or schedule of meetings with investors, shareholders, stakeholders and the public generally. However, the management has the option of calling for meetings with investors/analysts if it deems necessary. Thus far, the management is of the opinion that the existing arrangement has been satisfactory.

On poll voting, the Board is of the opinion that with the current level of shareholders’ attendance at general meetings, voting by way of a show of hands continues to be efficient. During the general meetings, the Chairman of the meeting will remind all members present about their right to demand for a poll in accordance with the provisions of the Company’s Articles of Association in voting on any resolutions. Currently, all resolutions put forth for the shareholders’ approval are carried out by a show of hands, unless a poll is properly demanded or specifically required.

D. Accountability and Audit

D.1 FinancialReporting

The Board has a responsibility and aims to provide and present a fair and balanced assessment of the Group’s financial performance and its prospects. The financial statements of the Company are drawn up in accordance with the requirements of the applicable accounting standards in Malaysia and provision of the Companies Act, 1965.

With assistance from the Audit Committee, the Board oversees the Group’s financial reporting processes and the quality of its financial reporting.

D.2 InternalControl

The Board acknowledges its overall responsibility for maintaining a system of risk management and internal controls, which provides reasonable assessment of effective and efficient operations, internal controls and compliance with laws and regulations. The Statement on Risk Management and Internal Control as set out on page 32 of the annual report provides an overview of the state of internal controls within the Group.

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D.3 RelationshipwithAuditors

Through the Audit Committee, the Group has established a transparent and appropriate relationship with the Group’s auditors, in seeking professional advice and ensuring compliance with the applicable accounting standards and statutory requirements in Malaysia. From time to time, the auditors will highlight to the Audit Committee and the Board of Directors on matters that require the Audit Committee’s and Board’s attention and action. The Audit Committee has been explicitly accorded the power to communicate directly with both the External Auditors and Internal Auditors. Annual appointment or re-appointment of the External Auditor is via shareholders’ resolution at the AGM on the recommendation of the Board.

E. StatementofCompliancewithMCCG

The Board is committed to ensure high standards of corporate governance and to their best ability and knowledge complied with the Best Practices set out in MCCG.

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Audit Committee Report

1 MembersoftheAuditCommittee

The Board has established a Audit Committee to assists the Board in fulfilling its fiduciary responsibilities relating to corporate accounting, financial reporting practices, system of internal control, the audit process and the process of monitoring compliance with laws and regulations.

The members of Audit Committee shall be appointed by the Board from amongst the Directors of the Company and shall comprise of at least three (3) members, all of whom must be Non-Executive Directors, with a majority of them being independent. The Board shall at all the times ensure that at least one (1) member of the Audit Committee:

i) must be a member of the Malaysian Institute of Accountants (“MIA”); orii) if he is not a member of the MIA, he must have at least three (3) years’ working experience

and:a) passed the examinations specified in Part I of the First Schedule of the Accountants Act

1967; orb) must be a member of one of the associations of accountants specified in Part II of the

First Schedule of the Accountants Act 1967; oriii) fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities

Berhad (“Bursa Securities”).

No alternate director shall be appointed as a member of the Audit Committee. The members of the Audit Committee shall elect a Chairman from among their number who shall be an Independent Director. The term of office and performance of the Audit Committee and each of its members shall be reviewed by the Board at least once every three (3) years to determine whether the members have carried out their duties in accordance with their terms of reference.

If a member of the Audit Committee resigns or for any other reason ceases to be a member with the result that the number of members is reduced to below three (3), the Board shall, within three (3) months from the date of that event, appoint such number of new members as may be required to make up the minimum number of three (3) members.

The Company Secretary or his nominee or such other persons authorised by the Board shall act as the Secretary of the Audit Committee.

The present members of the Audit Committee are as follows:

Designation Name Directorship

Chairman Faidzan bin Hassan Independent Non-Executive DirectorMember Soo Pow Min Independent Non-Executive DirectorMember Hew Tze Kok Independent Non-Executive Director

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2 FunctionsoftheAuditCommittee

The Audit Committee assists the Board in discharging its oversight responsibilities. The objectives of the Audit Committee are to provide an additional assurance to the Board by giving objective and independent reviews of the financial, operational and administrative controls and procedures, establishing and maintaining internal controls and reinforce the independence of the External Auditors, ensuring that the auditors have free reign in the audit process. The Audit Committee shall, amongst others, discharge the following functions:

(a) Review the following and report the same to the Board of Directors of the Company:

(i) with the External Auditors, the audit plan, the nature and scope of work and ascertain that it will meet the needs of the Board, the shareholders and regulatory authorities;

(ii) with the External Auditors, their evaluation of the quality and effectiveness of the entire accounting system, the adequacy and integrity of the internal control system and the efficient of the Group’s operations;

(iii) with the External Auditors, their audit report;(iv) the assistance given by employees of the Group to the External and Internal Auditors;(v) 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 including inter-alia the appointment of Internal Auditors;

(vi) the internal audit programme, processes and results of the internal audit programme, processes, major findings of internal investigation and Management’s response and whether or not appropriate action is taken on the recommendations of the internal audit function;

(vii) review any appraisal or assessment of the performance of members of the internal audit function;

(viii) the quarterly results and annual financial statements prior to the approval by the Board of Directors, focussing particularly on:i. changes in or implementation of major accounting policies and practices;ii. significant and unusual events;iii. significant adjustments arising from the audit;iv. compliance with accounting standards, other statutory and legal requirements and

the going concern assumption;v. the accuracy and adequacy of the disclosure of information essential to a fair and

full presentation of the financial affairs of the Group.(ix) any related party transactions and conflict of interest situations that may arise within

the Company or the Group and any related parties outside the Group including any transaction, procedure or course of conduct that raises questions of management integrity;

(x) any letter of resignation from the External Auditors of the Company;(xi) whether there is any reason (supported by grounds) to believe that the Company’s

External Auditors are not suitable for re-appointment; and(xii) any significant audit findings, reservations, difficulties encountered or material

weaknesses reported by the External and Internal Auditors, particularly any comments and responses in Management letters as well as the assistance given by the employees of the Group in order to be satisfied that appropriate action is being taken.

Audit Committee Report(Cont’d)

A N N U A L R E P O RT 2 0 1 5 29


(b) Recommend the nomination of a person or persons as External Auditors and the external audit fee.

(c) Promptly report to Bursa Securities on any matter reported by it to the Board of the Company which has not been satisfactorily resolved resulting in a breach of the Listing Requirements.

(d) To verify the allocation of option pursuant to a share scheme for employees at the end of each financial year and to prepare a statement verifying such allocation in the annual reports.

(e) Carry out any other functions that may be mutually agreed upon by the Audit Committee and the Board which would be beneficial to the Company and ensure the effective discharge of the Audit Committee’s duties and responsibilities.

(f) To ensure the internal audit function of the Company reports directly to the Audit Committee.

3 AuthoritiesoftheAuditCommittee

(a) The Audit Committee is authorised by the Board to investigate any matter within the Audit Committee’s terms of reference. It shall have full and unrestricted access to any information pertaining to the Group and shall have the resources it requires to perform its duties. All employees of the Group are required to comply with the requests made by the Audit Committee.

(b) The Audit Committee is authorised by the Board to obtain outside legal or external independent professional advice and secure the attendance of outsiders with relevant experience and expertise if it considers this necessary, the expenses of which will be borne by the Company.

(c) The Audit Committee shall have direct communication channels with the External Auditors and person(s) carrying out the internal audit function or activity.

(d) The Audit Committee shall be able to convene meetings with the External Auditors, the Internal Auditors or both, excluding the attendance of other Directors and employees of the Company, whenever deemed necessary, in order to enable the Audit Committee and the External Auditors or the Internal Auditors or both, to discuss problems and reservations and any other matter the External Auditors or Internal Auditors may wish to bring up to the attention of the Audit Committee.

(e) The Internal Auditors report directly to the Audit Committee and shall have direct access to the Chairman of the Audit Committee on all matters of control and audit. All proposals by Management regarding the appointment, transfer and removal of senior staff members of the Internal Audit of the Group shall require prior approval of the Audit Committee. The Audit Committee is also authorised by the Board to obtain information on any resignation of internal audit staff members and provide the staff member an opportunity to submit his reasons for resigning.

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4 MeetingsoftheAuditCommittee

The Audit Committee shall meet at least four (4) times in a financial year, although additional meetings may be called at any time at the Audit Committee Chairman’s discretion. The quorum for a meeting of the Audit Committee shall consist of not less than two (2) members, majority of whom must be Independent Directors. Other than in circumstances which the Chairman of the Audit Committee considers inappropriate, the Chief Financial Officer, the representatives of the Internal Auditors and External Auditors will attend any meeting of the Audit Committee to make known their views on any matter under consideration by the Audit Committee or which in their opinion, should be brought to the attention of the Audit Committee. Other Board members, employees and external professional advisers shall attend any particular meetings upon invitation by the Audit Committee. At least twice in a financial year, the Audit Committee shall meet with the External Auditors without the Executive Directors being present.

The Audit Committee shall report to the Board and its minutes tabled and noted by the Board of Directors. The books containing the minutes of proceedings of any meeting of the Audit Committee shall be kept by the Company at the registered office or the principal office of the Company, and shall be open for inspection of any member of the Audit Committee and the Board.

During the financial year under review, the Audit Committee held four (4) meetings and the details of the attendance are as follows:

Members MeetingAttendance

Faidzan bin Hassan 3/4Soo Pow Min 4/4Hew Tze Kok (Appointed on 12/02/2015) 1/1Khoo Chuin Yuen (Resigned on 03/12/2014) 3/3

5 SummaryofActivitiesoftheAuditCommittee

The Audit Committee had carried out the following activities during the financial year under review in discharging their duties and responsibilities:

• Reviewed and assessed the adequacy of the scope and functions of the Internal Audit Plan.• Reviewed the External Audit Plan for the Company and the Group presented by the External

Auditors to ensure the audit scope and activities is adequately covered.• Reviewed quarterly and annual financial reports for the Company and the Group prior to

submission to the Board for consideration and approval.• Reviewed and approved the proposed final audit fees for the External Auditors and Internal

Auditors in respect of their audit of the Company and the Group.• Considered the reappointment of the External Auditors.• Met with the External Auditors to discuss various issues on the Company, excluding the

attendance of the executive members of the Board and management.• Reviewed related party transactions, if any, for compliance with the Listing Requirements.


A N N U A L R E P O RT 2 0 1 5 31


6 InternalAuditActivities

In discharging its duties, the Audit Committee is supported by an internal audit function which is outsourced to an independent internal audit service company (“Internal Auditor”), who undertakes the necessary activities to enable the Audit Committee to discharge its functions effectively. The Internal Auditor is independent of the activities audited by the External Auditors. The Audit Committee has full access to the Internal Auditor and received reports on all audits performed.

During the financial year under review, the internal audit has conducted various assignments on a quarterly basis and made recommendations in improving the system of internal controls to the Audit Committee. The areas internal audit covered were Corporate Governance and Risk Management Review, billing, collection and receivables, purchasing, inventory, marketing, customer services and call centre service.

The cost incurred by the Group for the internal audit function during the financial year ended 30 June 2015 amounted to RM42,021.

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Statement on Risk Management and Internal Control

MCCG requires listed companies to maintain a sound system of internal controls to safeguard shareholders’ investments and the Group’s assets. The Board is pleased to include a statement on the state of the Group’s risk management and internal control during the financial year under review. The statement is prepared in accordance with the Listing Requirements and released Statement on Risk Management & Internal Control : Guidelines for Directors of Listed Issuers.

BoardResponsibility

The Board acknowledges its overall responsibility for reviewing the adequacy and integrity of the Group’s system of internal controls, identifying principal risks and establishing an appropriate control environment and framework to manage risks. However, the effectiveness of the Group’s system of internal control is designed to manage rather than to eliminate the risk of failure to achieve business objectives. Accordingly, the Group’s system of internal control can only provide reasonable but not absolute assurance against material misstatement or loss.

The Group’s risk management and internal control framework is an ongoing process, and has been in place for identifying, evaluating and managing significant risks faced or potentially to be encountered by the Group. The Board either directly or via the Audit Committee, have an on-going process for identifying, evaluating and managing the significant risks of the Group with the management. The process is regularly reviewed by the Board.

The implementation of the risk management and internal control system within the Group inclusive of design, operation, identification, assessment, mitigation and control of risks, are operated with the assistance of the management throughout the period. The Board has received assurance from the Managing Director that the Group’s risk management and internal control system is operating adequately and effectively in all material aspects, based on the risk management and internal control system of the Group.

The Board is of the view that the Group’s risk management and internal control framework and systems is in place for identifying, evaluating and managing significant risks faced or potentially to be encountered by the Group. The key features of the internal control systems which are operated with the assistance of the management are described under the following headings.

RiskManagementFramework

The Group has an embedded process for the identification, evaluation, reporting, treatment, monitoring and reviewing of the major strategic, business and operation risks within the Group, covering both wholly and partially owned subsidiaries. Both the Audit Committee and Board of Directors review the effectiveness of the risk management function and deliberate on the risk management and internal control frameworks, functions, processes and reports on a regular basis.

For the period under review, the Audit Committee is assisted by the operation staff from various divisions to effectively embed risk management and control into the corporate culture, processes and structures within the Group. The framework is continually monitored to ensure it is responsive to the changes in the business environment and clearly communicated to all levels.

A N N U A L R E P O RT 2 0 1 5 33

AuditCommittee

The Audit Committee reviews the adequacy and effectiveness of the Group’s systems of internal control as well as reviewing issues identified by the Internal Auditors. The Audit Committee also ensures that there is continuous effort by management to address and resolve areas where control weaknesses exist.

The Audit Committee reviews the quarterly results of the Group and recommends adoption of such results to the Board before announcement to Bursa Securities is made.

InternalAudit

The Group outsources the internal audit function to an external firm. The firm is appointed by and reports directly to the Audit Committee. Its role is to provide the Audit Committee with regular assurance on the continuity, integrity and effectiveness of the internal control system through regular monitoring and review of the internal control framework and management processes.

The internal audit firm prepares audit plans for presentation to the Audit Committee for approval wherein the scope of work encompasses management and operational audit of functions in the Group.

During the financial year under review, the internal audit has conducted various assignments on a quarterly basis and made recommendations in improving the system of internal controls to the Audit Committee. The areas internal audit covered were Corporate Governance and Risk Management Review, billing, collection and receivables, purchasing, inventory, marketing, customer services and call centre service.

OtherKeyInternalControlElements

• The Board meets on a regular basis to review the performance and operations of the Group.

• The Group has in place an organisational structure that is aligned to business and operational requirements, with clearly defined lines of accountability.

• Documentation of standard operating procedures and ensuring that internal policies, processes and procedures are drawn-up, reviewed and revised as and when required and necessary.

• Active involvement by the Managing Director and Chief Executive Officer in the day-to-day business operations of the Group including weekly operational and management meetings to identify, discuss and resolve business and operational issues.

• Periodic review of management accounts by key personnel including the Managing Director and Chief Executive Officer. The management accounts are also presented to the Board and Audit Committee during the respective meetings.

Statement on Risk Management and Internal Control (Cont’d)

A N N U A L R E P O RT 2 0 1 534

Statement on Risk Management and Internal Control (Cont’d)

ReviewoftheStatementbyExternalAuditors

The External Auditors have reviewed this Statement on Risk Management and Internal Control for inclusion in the annual report of the Group for the financial year ended 30 June 2015 and 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 adopted by the Board in reviewing the adequacy and effectiveness of the risk management and internal control system.

Conclusion

For the financial year under review, there were no significant internal control deficiencies or material weaknesses resulting in material losses or contingencies requiring disclosure in the Annual Report. The Board is of the view that the existing system of the internal control is adequate. Nevertheless, the Board recognises that the development of internal control system is an ongoing process. Therefore, in striving for continuous improvement, the Board will continue to take appropriate action plans to further enhance the Group’s system of internal control.

A N N U A L R E P O RT 2 0 1 5 35

Statement of Directors’ Responsibility

The Directors are required to take reasonable steps in ensuring that the financial statements of the Group are properly drawn up in accordance with the provisions of the Companies Act, 1965, applicable financial reporting standards and approved accounting standards in Malaysia so to give a true and fair view of the state of affairs of the Group and the Company as at the end of the financial year and of the results and the cash flows of the Group and the Company for that year then ended.

The Directors consider that in preparing the financial statements for the financial year ended 30 June 2015:

• the Group and the Company have adopted the appropriate accounting policies and applied them consistently;

• reasonable and prudent judgements and estimates have been made; and• all applicable approved accounting standards in Malaysia have been followed.

The Directors are also responsible for ensuring that the Group and the Company maintain accounting records that disclose with reasonable accuracy at any time of the financial position of the Group and of the Company and which enable them to ensure that the financial statements comply with the Companies Act, 1965.

The Directors have general responsibilities for taking such steps that are reasonably available to them to safeguard the assets of the Group and the Company, and to prevent and detect fraud and other irregularities and material misstatements. Such systems, by their nature, can only provide reasonable and not absolute assurance against material misstatement, loss or fraud.

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Other Compliance Disclosures

1 Share Buyback The Company did not enter into any share buyback transactions during the financial year under

review.

2 Options,WarrantsorConvertibleSecurities There were no options, warrants or convertible securities were issued during the financial year

under review.

3 DepositoryReceiptProgramme The Company did not sponsor or participate in any depository receipt programme during the

financial year under review.

4 ImpositionofSanctionsand/orPenalties During the financial year, there were no sanctions and/or penalties imposed on the Company

and its subsidiaries, directors or management by the regulatory bodies.

5 Non-AuditFeePaidtoExternalAuditors The non-audit fee paid to the external auditors of the Company and the Group for the financial

year under review was RM5,000 only.

6 ProfitGuarantee The Company does not provide any profit guarantees during the financial year under review.

7 MaterialContractsandContractsRelatingtoLoan There were no material contracts or contracts relating to loan entered into by the Company

and its subsidiaries involving the interests of the Directors’ and major shareholders’ during the financial year under review.

8 StatusofUtilisationofProceeds During the financial year, there were no proceeds raised by the Company from any corporate

proposals.

9 Variance in Results There were no significant variance between the results for the financial year and the unaudited

results previously announced on 29 August 2015.

The Company did not release any profit estimate, forecast or projection for the financial year.

10 MaterialProperties The Group does not own any properties during the financial year under review.

11 RecurrentRelatedPartyTransactionsofaRevenueandTradingNature(“RRPT”) There was no material RRPT during the financial year under review.

Directors’ Report 38

Statement by Directors 43

Statutory Declaration 44

Independent Auditors’ Report to the Members 45

Statements of Financial Position 48

Statements of Profit Or Loss AndOther Comprehensive Income 50

Statements of Changes in Equity 51

Statements of Cash Flows 53

Notes to the Financial Statements 56

Supplementary Information on the Disclosure of Realised and Unrealised Profits or Losses 109

Financial StatementS

A n n u A l R e p o Rt 2 0 1 538

The Directors hereby present their report together with the audited financial statements of the Group and of the Company for the financial year ended 30 June 2015.

Principal Activities

The Company is principally engaged in the business of investment holding. The principal activities of the subsidiary companies are set out in Note 5 to the financial statements.

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

Financial Results

Group Company RM RMNet profit/(loss) for the financial year 1,171,532 (922,569)

Attributable to:Owners of the parent 756,511 (922,569)Non-controlling interests 415,021 -

1,171,352 (922,569)

Reserves and Provisions

There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the financial statements.

Dividend

There was no dividend proposed, declared or paid by the Company since the end of the previous financial year. The Directors do not recommend any dividend in respect of the current financial year.

Issue of Shares and Debentures

There was no issuance of shares or debentures during the financial year.

Options Granted Over Unissued Shares

No options were granted to any person to take up unissued shares of the Company during the financial year.

Directors’ Report

A n n u A l R e p o Rt 2 0 1 5 39

Directors’ Report (Cont’d)

Directors

The Directors in office since the date of the last report are:

Dato’ Seri Abdul Azim Bin Mohd Zabidi Soo Pow MinFaidzan Bin HassanCheong Wai Loong Hew Tze Kok Datuk Chai Woon Chet Datuk Lor Chee LengKhoo Chuin Yuen (Retired on 4 December 2014)

Directors’ Interest

The interests and deemed interests in the shares and options over shares of the Company and of its related corporations (other than wholly-owned subsidiary companies) of those who were Directors at financial year end (including their spouses or children) according to the Register of Directors’ Shareholdings are as follows:

Number of ordinary shares of RM0.10 each At 1.7.2014 Bought Sold At 30.6.2015Direct Interests Dato’ Seri Abdul Azim Bin Mohd Zabidi 24,902,760 - (24,000,000) 902,760 Faidzan bin Hassan 3,000,000 - - 3,000,000 Cheong Wai Loong 718,000 - - 718,000 Datuk Chai Woon Chet - 2,500,000 - 2,500,000 Indirect InterestSow Pow Min (1) 322,510 - - 322,510 (1) Deemed interested through spouse’s shareholdings in Company.

By virtue of their shareholdings in the Company, Dato’ Seri Abdul Azim Mohd Bin Mohd Zabidi, Faidzan bin Hassan, Cheong Wai Loong, and Datuk Chai Woon Chet are deemed to have interests in shares in its related corporations during the financial year to the extent of the Company’s interests, in accordance with Section 6A of the Companies Act, 1965.

None of the other Directors in office at the end of the financial year had any interest in shares and options in the Company or its related corporations during the financial year.

A n n u A l R e p o Rt 2 0 1 540

Directors’ Benefits

Since the end of the previous financial year, no Director of the Company has received or become entitled to receive a benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors as shown in the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest.

Neither during nor at the end of the financial year, was the Company a party to any arrangement whose object was to enable the Directors to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.

Other Statutory Information

(a) Before the statements of financial position and statements of profit or loss and other comprehensive income of the Group and of the Company were made out, the Directors took reasonable steps:

(i) to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and

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

(b) At the date of this report, the Directors are not aware of any circumstances:

(i) which would render it necessary to written off any bad debts or the amount of the allowance for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; or

(ii) which would render the values attributed to current assets in the financial statements of the

Group and of the Company misleading; or

(iii) not otherwise dealt with in this report or the financial statements of the Group and of the Company which would render any amount stated in the financial statements misleading; or

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


A n n u A l R e p o Rt 2 0 1 5 41

Other Statutory Information (Cont’d)

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

(i) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year which secures the liabilities of any other person; or

(ii) any contingent liability in respect of the Group and of the Company which has arisen since the end of the financial year other than those arising in the normal course of business of the Group and of the Company.

(d) In the opinion of the Directors:

(i) no contingent liability or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which will or may affect the ability of the Group and of the Company to meet its obligations as and when they fall due;

(ii) the results of the operations of the Group and of the Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature; and

(iii) there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report is made.

Significant Events

Details of significant events are disclosed in Note 30 to the financial statements.

Subsequent Events

Details of subsequent events are disclosed in Note 31 to the financial statements.


A n n u A l R e p o Rt 2 0 1 542

Auditors

The Auditors, Messrs UHY, have expressed their willingness to continue in office.

Signed on behalf of the Board of Director in accordance with a resolution of the Directors dated 27 October 2015.

DATO’ SERI ABDUL AZIM BIN DATUK CHAI WOON CHET MOHD ZABIDI


A n n u A l R e p o Rt 2 0 1 5 43

Statement By DirectorsPursuant to Section 169(15) of the Companies Act, 1965

We, the undersigned, being two of the Directors of the Company, do hereby state that, in the opinion of the Directors, the financial statements set out on pages 48 to 108 are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and the Company as of 30 June 2015 and of their financial performance and cash flows of the Group and of the Company for the financial year then ended.

The supplementary information set out in Note 33 to the financial statements on page 109 have been compiled in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities Berhad.

Signed on behalf of the Board of Director in accordance with a resolution of the Directors dated 27 October 2015.

DATO’ SERI ABDUL AZIM BIN DATUK CHAI WOON CHET MOHD ZABIDI

A n n u A l R e p o Rt 2 0 1 544

I, Kong Choo Hui being the officer primarily responsible for the financial management of XOX BHD., do solemnly and sincerely declare that to the best of my knowledge and belief, the financial statements set out on pages 48 to 109 are correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the )abovenamed at KUALA LUMPUR in the )Federal Territory on 27 October 2015 ) KONG CHOO HUI

Before me,

No. W521 MOHAN A.S. MANIAM COMMISSIONER FOR OATHS

Statutory DeclarationPursuant to Section 169(16) of the Companies Act, 1965

A n n u A l R e p o Rt 2 0 1 5 45

Report on the Financial Statements

We have audited the financial statements of XOX Bhd., which comprise the statements of financial position as at 30 June 2015 of the Group and of the Company, and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 48 to 108.

Directors’ Responsibility for the Financial Statements

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

Auditors’ Responsibility

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

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

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

Opinion

In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company as of 30 June 2015 and of their financial performance and cash flows for the financial year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the Companies Act, 1965 in Malaysia.

Independent Auditors’ ReportTo The Members Of Xox Bhd

(Company No. : 900384-X) (Incorporated in Malaysia)

A n n u A l R e p o Rt 2 0 1 546

Report on Other Legal and Regulatory Requirements

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

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

(b) We are satisfied that the accounts of the subsidiary companies that have been consolidated with the Company’s financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes.

(c) The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and did not include any comment required to be made under Section 174(3) of the Act.

The supplementary information set out in Note 33 on page 109 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. The Directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.


(Company No. : 900384-X) (Incorporated in Malaysia) (Cont’d)

A n n u A l R e p o Rt 2 0 1 5 47


(Company No. : 900384-X) (Incorporated in Malaysia) (Cont’d)

Other Matter

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

UHY Firm Number: AF 1411Chartered Accountants

CHAN JEE PENGApproved Number: 3068/08/16 (J)Chartered Accountant

KUALA LUMPUR27 October 2015

A n n u A l R e p o Rt 2 0 1 548

Group Company 2015 2014 2015 2014 Note RM RM RM RM Assets Non-Current AssetsProperty, plant and equipment 4 32,772,742 31,382,977 - - Investments in subsidiary companies 5 - - 60,004 40,004 Goodwill on consolidation 6 2,859 - - - 32,775,601 31,382,977 60,004 40,004

Current AssetsInventories 7 2,919,489 745,964 - - Trade receivables 8 24,294,219 27,997,494 - - Other receivables 9 8,433,372 5,177,925 806,656 414,586 Amounts owing by subsidiary companies 10 - - 6,699,230 7,526,492 Tax recoverable 10,480 28,372 252 625 Short-term investment 11 20,714 20,173 9,854 9,557 Cash and bank balances 9,286,052 751,391 5,599 62,219 44,964,326 34,721,319 7,521,591 8,013,479 Total Assets 77,739,927 66,104,296 7,581,595 8,053,483

Statements Of Financial PositionAs at 30 June 2015

A n n u A l R e p o Rt 2 0 1 5 49

Statements Of Financial PositionAs at 30 June 2015 (Cont’d)

Group Company 2015 2014 2015 2014 Note RM RM RM RM

Equity and Liabilities Equity Share capital 12 33,200,000 33,200,000 33,200,000 33,200,000 Share premium 13 32,730,251 32,730,251 32,530,249 32,530,249 Capital reserve 14 2,200,000 2,200,000 2,200,000 2,200,000 Accumulated losses (49,308,482) (50,064,993) (62,237,366) (61,314,797)

Shareholder’s equity 18,821,769 18,065,258 5,692,883 6,615,452 Non-controlling interests 148,585 (304,530) - -

Total Equity 18,970,354 17,760,728 5,692,883 6,615,452

Non-Current LiabilitiesDeferred tax liabilities 15 5,244 - - - Finance lease payables 16 410,405 101,190 - -

415,649 101,190 - -

Current Liabilities Trade payables 17 40,876,381 20,345,333 - - Other payables 18 16,942,587 26,900,420 332,166 433,745 Amounts owing to subsidiary companies 10 - - 1,556,546 1,004,286 Amount owing to a former Director 19 - 900,000 - - Finance lease payables 16 201,897 96,625 - - Tax payable 333,059 - - -

58,353,924 48,242,378 1,888,712 1,438,031

Total Liabilities 58,769,573 48,343,568 1,888,712 1,438,031 Total Equity and Liabilities 77,739,927 66,104,296 7,581,595 8,053,483

The accompanying notes form an integral part of the financial statements.

A n n u A l R e p o Rt 2 0 1 550

Group Company 2015 2014 2015 2014 Note RM RM RM RM Revenue 20 90,953,086 57,049,972 - - Cost of sales (48,968,723) (34,210,382) - - Gross profit 41,984,363 22,839,590 - - Other income 2,292,569 2,420,433 443 4,352,842 Selling and distribution expenses (18,060,772) (6,905,648) (30,008) (39,674) Administrative expenses (24,569,418) (19,926,817) (893,004) (1,028,627) Finance costs 21 (18,466) (26,064) - - Profit/(Loss) before taxation 22 1,628,276 (1,598,506) (922,569) 3,284,541 Taxation 23 (456,744) 22,034 - - Net profit/(loss) for the financial year, representing total comprehensive income for the financial year 1,171,532 (1,576,472) (922,569) 3,284,541

Net profit /(loss) for the financial year attributable to: Owners of the parent 756,511 (1,253,343) Non-controlling interests 415,021 (323,129)

1,171,532 (1,576,472)

Earnings/(Loss) per share (sen) Basic 24 0.23 (0.40)

Statements Of Profit Or Loss And Other Comprehensive Income

For The Financial Year Ended 30 June 2015


A n n u A l R e p o Rt 2 0 1 5 51

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Statements Of Changes In EquityFor The Year Ended 30 June 2015

A n n u A l R e p o Rt 2 0 1 552

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Statements Of Changes In EquityFor The Year Ended 30 June 2015 (Cont’d)

A n n u A l R e p o Rt 2 0 1 5 53

Group Company 2015 2014 2015 2014 RM RM RM RM

Cash Flows From Operating Activities Profit/(Loss) before taxation 1,628,276 (1,598,506) (922,569) 3,284,541 Adjustments for: Depreciation of property, plant and equipment 4,559,436 4,366,876 - - (Gain)/Loss on unrealised foreign exchange (193,608) 302,984 - - (Gain)/Loss on disposal of property, plant and equipment (1,866) 19,052 - - Impairment loss on: - Trade receivables 2,561,393 1,776,329 - - - Other receivables 61,641 - - - - Investments in subsidiary companies - - 40,000 202,000 Interest expenses 18,466 26,064 - - Interest income (16,485) (2,257) (443) (373) Inventories written off 190,354 72,540 - - Property, plant and equipment written off 280,084 - - - Reversal of impairment of trade receivables (1,661,397) (1,963,222) - - Reversal of impairment of amounts owing by subsidiary companies - - - (4,352,469)

Operating profit/(loss) before working capital changes 7,426,294 2,999,860 (883,012) (866,301)

Statements Of Cash FlowsFor The Financial Year Ended 30 June 2015

A n n u A l R e p o Rt 2 0 1 554

Group Company 2015 2014 2015 2014 Note RM RM RM RM

Changes in working capital: Inventories (2,363,879) (34,842) - - Receivables (513,809) (19,240,557) (392,070) (326,210) Payables 10,662,075 15,698,550 (101,579) 80,496 Subsidiary companies - - 1,379,522 (1,951,748) Amount owing to former Director (900,000) 900,000 - -

6,884,387 (2,676,849) 885,873 (2,197,462)

Cash generated from/(used in) operations 14,310,681 323,011 2,861 (3,063,763)

Interest received 16,485 2,257 443 373 Interest paid (18,466) (26,064) - - Tax refunded 27,582 11,399 650 - Tax paid (128,131) (27,290) (277) (325)

(102,530) (39,698) 816 48

Net cash generated from/ (used in) operating activities 14,208,151 283,313 3,677 (3,063,715)

Cash Flows From Investing Activities Acquisition of a subsidiary company, net of cash and cash equivalents acquired - - (60,000) (2) Net cash inflow from acquisition of subsidiary company 5(b) 139,983 - - - Purchase of property, plant and equipment 4(a) (5,682,466) (2,794,758) - - Proceeds from disposal of property, plant and equipment 3,700 279,982 - -

Net cash used in investing activities (5,538,783) (2,514,776) (60,000) (2)

Statements Of Cash FlowsFor The Financial Year Ended 30 June 2015 (Cont’d)

A n n u A l R e p o Rt 2 0 1 5 55


Cash Flows From Financing Activities Net proceeds from issuance of shares - 3,120,240 - 3,120,240 Repayment of hire purchase payables (134,166) (381,835) - -

Net cash (used in)/generated from financing activities (134,166) 2,738,405 - 3,120,240

Net increase/(decrease) in cash and cash equivalents 8,535,202 506,942 (56,323) 56,523 Cash and cash equivalents at the beginning of the financial year 771,564 264,622 71,776 15,253

Cash and cash equivalents at the end of the financial year 9,306,766 771,564 15,453 71,776

Cash and cash equivalents at end of the financial year comprises: Short-term investment 20,714 20,173 9,854 9,557 Cash and bank balances 9,286,052 751,391 5,599 62,219

9,306,766 771,564 15,453 71,776

Statements Of Cash FlowsFor The Financial Year Ended 30 June 2015 (Cont’d)


A n n u A l R e p o Rt 2 0 1 556

1. Corporate Information

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

The principal place of business of the Company is at Lot 8.1, 8th Floor, Menara Lien Hoe, No. 8, Persiaran Tropicana, Tropicana Golf & Country Resort, 47410 Petaling Jaya, Selangor Darul Ehsan.

The registered office of Company is located at Suite 10.03, Level 10, The Gardens South Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur.

The Company is principally engaged in the business of investment holding. The principal activities of the subsidiary companies are set out in Note 5. There have been no significant changes in the nature of these activities during the financial year.

2. Basis of Preparation

(a) Statement of compliance

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

The financial statements of the Group and of the Company have been prepared under the historical cost convention, unless otherwise indicated in the significant accounting policies below.

Adoption of new and amended standards and IC Interpretations

During the financial year, the Group and the Company have adopted the following MFRSs, amendments to MFRSs and IC Interpretations issued by the Malaysian Accounting Standards Board (“MASB”) that are mandatory for current financial year:

Amendments to MFRS 10, Investment Entities MFRS 12 and MFRS 127 Amendments to MFRS 132 Offsetting Financial Assets and Financial Liabilities Amendments to MFRS 136 Recoverable Amount Disclosures for Non-Financial Assets IC Interpretation 21 Levies Amendments to MFRS 119 Defined Benefits Plans: Employee Contributions Annual Improvements to MFRSs 2010 – 2012 Cycle Annual Improvements to MFRSs 2011 – 2013 Cycle

Adoption of above amendments to MFRSs did not have any significant impact on the financial statements of the Group and the Company.

Notes to Financial Statements

A n n u A l R e p o Rt 2 0 1 5 57

Notes to Financial Statements(Cont’d)

2. Basis of Preparation (Cont’d)

(a) Statement of compliance (Cont’d)

Standards issued but not yet effective

The Group and the Company have not applied the following new MFRSs and amendments to MFRSs that have been issued MASB but are not yet effective for the Group and the Company:

Effective dates for financial periods beginning on or after

MFRS 14 Regulatory Deferral Accounts 1 January 2016 Amendments to MFRS 11 Accounting for Acquisitions of Interests in Joint Operations 1 January 2016 Amendments to MFRS 116 Clarification of Acceptable Methods of and MFRS 138 Depreciation and Amortisation 1 January 2016 Amendments to MFRS 116 Agriculture: Bearer Plants 1 January 2016 and MFRS 141 Amendments to MFRS 127 Equity Method in Separate Financial Statements 1 January 2016 Amendments to MFRS 10 Sale or Contribution of Assets between an and MFRS 128 Investor and its Associate or Joint Venture 1 January 2016 Annual Improvements to MFRSs 2012–2014 Cycle 1 January 2016 Amendments to MFRS 10, Investment Entities: Applying the MFRS 12 and MFRS 128 Consolidation Exception 1 January 2016 MFRS 15 Revenue from Contracts with Customers 1 January 2017 MFRS 9 Financial Instruments (IMFRS 9 issued by IASB in July 2014) 1 January 2018

The Group and the Company intend to adopt the above MFRSs when they become effective.

A n n u A l R e p o Rt 2 0 1 558




Standards issued but not yet effective (Cont’d)

The initial application of the abovementioned MFRSs are not expected to have any significant impacts on the financial statements of the Group and the Company except as mentioned below:

MFRS 9 Financial Instruments (IFRS 9 issued by IASB in July 2014)

MFRS 9 (IFRS 9 issued by IASB in July 2014) replaces earlier versions of MFRS 9 and introduces a package of improvements which includes a classification and measurement model, a single forward looking ‘expected loss’ impairment model and a substantially reformed approach to hedge accounting. MFRS 9 when effective will replace MFRS 139 Financial Instruments: Recognition and Measurement.

MFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortised cost, fair value through other comprehensive income and fair value through profit or loss. The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. Investments in equity instruments are required to be measured at fair value through profit or loss with the irrevocable option at inception to present changes in fair value in other comprehensive income not recycling. There is now a new expected credit losses model that replaces the incurred loss impairment model used in MFRS 139. For financial liabilities there were no changes to classification and measurement except for the recognition of changes in own credit risk in other comprehensive income, for liabilities designated at fair value through profit or loss. MFRS 9 relaxes the requirements for hedge effectiveness by replacing the bright line hedge effectiveness tests. It requires an economic relationship between the hedged item and hedging instrument and for the ‘hedged ratio’ to be the same as the one management actually use for risk management purposes. Contemporaneous documentation is still required but is different to that currently prepared under MFRS 139.

The adoption of MFRS 9 will result in a change in accounting policy. The Group is currently examining the financial impact of adopting MFRS 9.

A n n u A l R e p o Rt 2 0 1 5 59




Standards issued but not yet effective (Cont’d)

MFRS 15 Revenue from Contracts with Customers

MFRS 15 deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Revenue is recognised when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The Standard replaces MFRS 118 Revenue, MFRS 111 Construction Contracts and related IC Interpretations. The Group is in the process of assessing the impact of this Standard.

(b) Functional and presentation currency

These financial statements are presented in Ringgit Malaysia (“RM”), which is the Group’s and Company’s functional currency and all values has been rounded to the nearest RM except when otherwise stated.

(c) Significant accounting judgements, estimates and assumptions

The preparation of the Group’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future.

Judgments

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

A n n u A l R e p o Rt 2 0 1 560



(c) Significant accounting judgements, estimates and assumptions (Cont’d)

Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next reporting period are set out below:

Useful lives of property, plant and equipment

The Group regularly reviews the estimated useful lives of property, plant and equipment based on factors such as business plan and strategies, expected level of usage and future technological developments. Future results of operations could be materially affected by changes in these estimates brought about by changes in the factors mentioned above. A reduction in the estimated useful lives of property, plant and equipment would increase the recorded depreciation and decrease the value of property, plant and equipment. The carrying amount at the reporting date for property, plant and equipment is disclosed in Note 4.

Impairment of loans and receivables

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

Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience of assets with similar credit risk characteristics. The carrying amounts at the reporting date for loans and receivables are disclosed in Notes 8, 9 and 10 respectively.

Income taxes

Judgment is involved in determining the provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business.

The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. Details of income tax expense are disclosed in Note 23.

A n n u A l R e p o Rt 2 0 1 5 61



(c) Significant accounting judgements, estimates and assumptions (Cont’d)

Key sources of estimation uncertainty (Cont’d)

Impairment on investments in subsidiary companies

The Company has recognised impairment loss in respect of its investments in subsidiary companies. The Company carried out the impairment test based on the estimation of the higher of the value-in-use or the fair value less cost to sell of the cash-generating units to which the investments in subsidiary companies belong to. Estimating the recoverable amount requires the Company to make an estimate of the expected future cash flows from the cash-generating units and also to determine a suitable discount rate in order to calculate the present value of those cash flows.

Accrual of cost of recharge usage

Accrual of cost of recharge usage is recognised on a monthly basis by using the last average 6 months costs margin which is the directors’ best estimate of the expenditure required to settle the Group’s obligation. When the actual invoices received, the Management will do the necessary under/over provision in the accrual account to reflect the actual costs incurred.

3. Significant Accounting Policies

(a) Basis of consolidation

(i) Subsidiary companies

Subsidiary companies are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiary companies are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

A n n u A l R e p o Rt 2 0 1 562


3. Significant Accounting Policies (Cont’d)

(a) Basis of consolidation (Cont’d)

(i) Subsidiary companies (Cont’d)

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable net assets.

Acquisition-related costs are expensed off in profit or loss as incurred.

If the business combination is achieved in stages, previously held equity interest in the acquiree is re-measured at its acquisition date fair value and the resulting gain or loss is recognised in profit or loss.

Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with MFRS 139 Financial Instruments: Recognition and Measurement either in profit or loss or other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.

Inter-company transactions, balances and unrealised gains or losses on transactions between Group companies are eliminated. Unrealised losses are eliminated only if there is no indication of impairment. Where necessary, accounting policies of subsidiary companies have been changed to ensure consistency with the policies adopted by the Group.

In the Company’s separate financial statements, investments in subsidiary companies are stated at cost less accumulated impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts are recognised in profit or loss. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. See accounting policy Note 3(i)(i) on impairment of non-financial assets.

A n n u A l R e p o Rt 2 0 1 5 63



(a) Basis of consolidation (Cont’d)

(ii) Changes in ownership interests in subsidiary companies without change of control

Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions – that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary company is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

(iii) Disposal of subsidiary companies

If the Group loses control of a subsidiary company, the assets and liabilities of the subsidiary company, including any goodwill, and non-controlling interests are derecognised at their carrying value on the date that control is lost. Any remaining investment in the entity is recognised at fair value. The difference between the fair value of consideration received and the amounts derecognised and the remaining fair value of the investment is recognised as a gain or loss on disposal in profit or loss. Any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities.

(iv) Goodwill on consolidation

The excess of the aggregate of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total consideration transferred, non-controlling interest recognised and previously held interest measured at fair value is less than the fair value of the net assets of the subsidiary company acquired (ie. a bargain purchase), the gain is recognised in profit or loss.

Following the initial recognition, goodwill is measured at cost less accumulated impairment losses. Goodwill is not amortised but instead, it is reviewed for impairment annually or more frequent when there is objective evidence that the carrying value may be impaired. See accounting policy Note 3(i)(i) on impairment of non-financial assets.

A n n u A l R e p o Rt 2 0 1 564



(b) Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. The policy of recognition and measurement of impairment losses is in accordance with Note 3(i)(i).

(i) Recognition and measurement

Cost includes expenditures that are directly attributable to the acquisition of the assets and any other costs directly attributable to bringing the asset to working condition for its intended use, cost of replacing component parts of the assets, and the present value of the expected cost for the decommissioning of the assets after their use. The cost of self-constructed assets also includes the cost of materials and direct labour. For qualifying assets, borrowing costs are capitalised in accordance with the accounting policy on borrowing costs. All other repair and maintenance costs are recognised in profit or loss as incurred.

The cost of property, plant and equipment recognised as a result of a business combination is based on fair value at acquisition date. The fair value of property is the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. The fair value of other items of plant and equipment is based on the quoted market prices for similar items.

When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Capital work-in-progress represents assets under construction, and which are not ready for commercial use at the reporting period. Capital work-in-progress is stated at cost, transferred to the relevant category of assets and depreciated accordingly when the assets are completed and ready for commercial use.

Property, plant and equipment are derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognised in profit or loss. On disposal of a revalued asset, the amounts in revaluation reserve relating to those assets are transferred to retained earnings.

A n n u A l R e p o Rt 2 0 1 5 65



(b) Property, plant and equipment (Cont’d)

(ii) Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and to the Company and the cost can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in the profit or loss as incurred.

(iii) Depreciation

Depreciation is recognised in the profit or loss on straight line basis to write off the cost of each asset to its residual value over its estimated useful life. Leased assets are depreciated over the shorter of the lease term and their useful lives. Property, plant and equipment under construction are not depreciated until the assets are ready for its intended use.

Property, plant and equipment are depreciated based on the estimated useful lives of the assets as follows:

Telecommunication network and equipment 10 years Office equipment 5 years Furniture and fittings 10 years Renovation 10 years Motor vehicles 5 years

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

A n n u A l R e p o Rt 2 0 1 566



(c) Leases

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

(i) Finance lease

Leases in terms of which the Group and the Company assume substantially all the risks and rewards of ownership are classified as finance lease. Upon initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

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

(ii) Operating lease

Leases, where the Group or the Company do not assume substantially all the risks and rewards of ownership are classified as operating leases and, except for property interest held under operating lease, the leased assets are not recognised on the statement of financial position.

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

A n n u A l R e p o Rt 2 0 1 5 67



(d) Financial assets

Financial assets are recognised on the statements of financial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument.

Financial assets are initially recognised at fair value plus transaction costs.

The Group and the Company classify their financial assets depending on the purpose for which it was acquired at initial recognition, into the following categories:

(i) Loan and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those maturing later than 12 months after the end of the reporting period which are classified as non-current assets.

After initial recognition, financial assets categorised as loans and receivables are measured at amortised cost using the effective interest method, less impairment losses. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, and through the amortisation process.

(ii) Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless the investment matures or management intends to dispose of the assets within 12 months after the end of the reporting period.

After initial recognition, available-for-sale financial assets are measured at fair value. Any gains or losses from changes in fair value of the financial asset are recognised in other comprehensive income, except that impairment losses, foreign exchange gains and losses on monetary instruments and interest calculated using the effective interest method are recognised in profit or loss. The cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment when the financial asset is derecognised. Interest income calculated using the effective interest method is recognised in profit or loss. Dividends from an available-for-sale equity instrument are recognised in profit or loss when the Group’s and the Company’s right to receive payment is established.

Investment in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost less impairment loss.

A n n u A l R e p o Rt 2 0 1 568



(d) Financial assets (Cont’d)

A regular way purchase or sale is a purchase or sale of a financial asset under a contract whose terms require delivery of the asset within the time frame established generally by regulation or convention in the marketplace concerned. All regular way purchases and sales of financial assets are recognised or derecognised on the trade date i.e., the date that the Group and the Company commit to purchase or sell the asset.

Financial assets are derecognised when the contractual rights to receive cash flows from the financial assets have expired or have been transferred and the Group and the Company have transferred substantially all risks and rewards of ownership. On derecognition of a financial asset, the difference between the carrying amount and the sum of consideration received and any cumulative gains or loss that had been recognised in equity is recognised in the profit or loss.

(e) Financial liabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into and the definition of financial liabilities.

Financial liabilities are recognised on the statements of financial position when, and only when the Group and the Company become a party to the contractual provisions of the financial instrument.

The Group and the Company classify their financial liabilities at initial recognition into other liabilities measured at amortised cost.

The Group’s and the Company’s other financial liabilities comprise trade and other payables and loans and borrowings.

Trade and other payables are recognised initially at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method.

Loans and borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently measured at amortised cost using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

Gains and losses on financial liabilities measured at amortised cost are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process.

A n n u A l R e p o Rt 2 0 1 5 69



(e) Financial liabilities (Cont’d)

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

(f) Offsetting of financial instruments

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

(g) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined on weighted average basis and comprises the purchase price and incidentals incurred in bringing the inventories to their present location and condition.

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

(h) Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, bank overdraft and highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value. For the purpose of statement of cash flows, cash and cash equivalents are presented net of bank overdrafts and pledged deposits.

A n n u A l R e p o Rt 2 0 1 570



(i) Impairment of assets

(i) Non-financial assets

The carrying amounts of non-financial assets are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated.

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

The recoverable amount of an asset or cash-generating unit is the greater of its value-in-use and its fair value less costs of disposal. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or cash-generating unit.

An impairment loss is recognised if the carrying amount of an asset or cash-generating unit exceeds its estimated recoverable amount. Impairment loss is recognised in profit or loss. Impairment losses recognised in respect of cash-generating units are allocated to reduce the carrying amounts of the other assets in the cash-generating unit (group of cash-generating units).

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at the end of each reporting period for any indications that the loss has decreased or no longer exists. An impairment loss is reversed only if there has been a change in the estimates used to determine the recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation or amortisation, had no impairment loss been recognised for asset in prior years. Such reversal is recognised in the profit or loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.

A n n u A l R e p o Rt 2 0 1 5 71



(i) Impairment of assets (Cont’d)

(ii) Financial assets

All financial assets, other than those categorised as fair value through profit or loss, and investments in subsidiary companies, are assessed at each reporting date whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash flows of the asset.

Financial assets carried at amortised cost

To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group considers factors such as the probability of insolvency or significant financial difficulties of the receivable and default or significant delay in payments. For certain categories of financial assets, such as trade receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis based on similar risk characteristics. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period and observable changes in national or local economic conditions that correlate with defaults on receivables.

If any such evidence exists, the amount of impairment loss is measured as the difference between the assets carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account and the amount of impairment loss is recognised in the profit or loss. Receivables together with the associated allowance are written off when there is no realistic prospect of future recovery.

If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit or loss.

A n n u A l R e p o Rt 2 0 1 572



(i) Impairment of assets (Cont’d)

(ii) Financial assets (Cont’d)

Available-for-sale financial assets

Significant financial difficulties of the issuer or obligor, and the disappearance of an active trading market are considerations to determine whether there is objective evidence that investment securities classified as available-for-sale financial assets are impaired. A significant or prolonged decline in the fair value of investments in equity instruments below its cost is also an objective evidence of impairment.

If an available-for-sale financial asset is impaired, the amount of impairment loss is recognised in profit or loss and is measured as the difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously. When a decline of fair value of an available-for-sale financial asset has been recognised in other comprehensive income, the cumulative loss is reclassified from equity to profit or loss.

Impairment losses on available-for-sale equity investment are not reversed in profit or loss in the subsequent periods. Increase in fair value of equity instrument, if any, subsequent to impairment loss is recognised other comprehensive income. For available-for-sale debt investments, impairment losses are subsequently reversed in profit or loss, if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss in profit or loss.

(j) Share capital

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Ordinary shares are equity instruments. Ordinary shares are recorded at the nominal value of shares issued. Ordinary shares are classified as equity.

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

A n n u A l R e p o Rt 2 0 1 5 73



(k) Foreign currency transactions

Transactions in foreign currency are recorded in the functional currency of the respective Group entities using the exchange rates prevailing at the dates of the transactions. At each reporting date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items or on translating monetary items at the reporting date are included in profit or loss except for exchange differences arising on monetary items that form part of the Group’s net investment in foreign operation. These are initially taken directly to the foreign currency translation reserve within equity until the disposal of the foreign operations, at which time they are recognised in profit or loss. Exchange differences arising on monetary items that form part of the Company’s net investment in foreign operation are recognised in profit or loss in the Company’s financial statements or the individual financial statements of the foreign operation, as appropriate.

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

(l) Employee benefits

(i) Short term employee benefits

Wages, salaries, bonuses and social security contributions are recognised as expenses in the reporting period in which the associated services are rendered by employees of the Group and the Company. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences. Short term non-accumulating compensated absences such as sick and medical leave are recognised when the absences occur.

The expected cost of accumulating compensated absences is measured as additional amount expected to be paid as a result of the unused entitlement that has accumulated at the end of the reporting period.

A n n u A l R e p o Rt 2 0 1 574



(l) Employee benefits (Cont’d)

(ii) Defined contribution plans

As required by law, companies in Malaysia make contributions to the state pension scheme, the Employees Provident Fund (“EPF”). Such contributions are recognised as an expense in the profit or loss as incurred. Once the contributions have been paid, the Group and the Company have no further payment obligations.

(m) Revenue and income

(i) Sales of goods

Revenue recognised upon delivery of goods and customers’ acceptance and where applicable, net of sales tax, return and trade discounts.

(ii) Rental income

Rental income is accounted for on a straight-line basis over the lease terms. The aggregate costs of incentives provided to lessees are recognised as a reduction of rental income over the lease term on a straight-line basis.

(iii) Interest income

Interest income is recognised on accruals basis using the effective interest method.

(n) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of the assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. Borrowing costs consist of interest and other costs that the Group and the Company incurred in connection with the borrowing of funds.

The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditure for the asset is being incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for its intended use or sale are in progress. Capitalisation of borrowing costs is suspended or ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are interrupted or completed.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

A n n u A l R e p o Rt 2 0 1 5 75



(o) Income taxes

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

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

year, using tax rates enacted or substantively enacted by the end of the reporting period, and any adjustment to tax payable in respect of previous year.

Deferred tax is recognised using the liability method for all temporary differences between

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

The measurement of deferred tax is based on the expected manner of realisation or

settlement of the carrying amount of the assets and liabilities, at the end of the reporting period.

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

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

A n n u A l R e p o Rt 2 0 1 576



(p) Contingent liabilities

A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence of one or more uncertain future events not wholly within the control of the Group and of the Company. It can also be a present obligation arising from past events that is not recognised because it is not probable that an outflow of economic of resources will be required or the amount of obligation cannot be measured reliably.

A contingent liability is not recognised but is disclosed in the notes to the financial statements. When a change in the probability of an outflow occurs so that the outflow is probable, it will then be recognised as a provision.

(q) Segments reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-makers are responsible for allocating resources and assessing performance of the operating segments and make overall strategic decisions. The Group’s operating segments are organised and managed separately according to the nature of the products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets.

A n n u A l R e p o Rt 2 0 1 5 77


4.

Pr

oper

ty, p

lant

and

equ

ipm

ent

Tele

-

Capital

commun

icati

on

Furnitu

re

work-in-

netw

orkan

dOffice

and

Motor

progress

equipm

ent

equipm

ent

fittings

Reno

vatio

nvehicles

Total

RM

RM

RM

RM

RM

RM

RM

G

roup

Co

st

At 1

July

201

4 1

,038

,539

3

7,03

5,78

1

2,8

96,0

67

219

,810

8

79,1

32

578

,775

4

2,64

8,10

4

Additio

ns

2,355,413

928,999

527,217

504,632

1,195,884

718,974

6,231,119

Reclassifi

catio

n(2,367,842)

2,367,842

-

-

-

-

-

Disp

osals

-

-

(66,080)

(3,120)

-

-(69,200)

Writt

enoff

-

-

(69,118)

(109,363)

(431,761)

-

(610,242)

At30June2015

1,026,110

40,332,622

3,288,086

611,959

1,643,255

1,297,749

48,199,781

Accum

ulated

dep

reciati

on

At1Ju

ly2014

-

8,670,453

1,816,165

86,335

235,263

356,911

11,165,127

Ch

argeforthecurrentyear

-

3,721,086

537,752

26,377

100,208

174,013

4,559,436

Disp

osals

-

-

(66,080)

(1,286)

-

-

(67,366)

Writt

enoff

-

-

(62,591)

(52,772)

(214,795)

-

(330,158)

At30June2015

-

12,391,539

2,225,246

58,654

120,676

530,924

15,327,039

A

ccum

ulat

ed im

pairm

ent l

oss

At30June2015

(100,000)

-

-

-

-

-

(100,000)

Ca

rryi

ng a

mou

nt

At30June2015

926,110

27,941,083

1,062,840

553,305

1,522,579

766,825

32,772,742

A n n u A l R e p o Rt 2 0 1 578


4.

Pr

oper

ty, P

lant

and

Equ

ipm

ent (

Cont

’d)

Tele

-

Capital

commun

icati

on

Furnitu

re

work-in-

netw

orkan

dOffice

and

Motor

progress

equipm

ent

equipm

ent

fittings

Reno

vatio

nvehicles

Total

RM

RM

RM

RM

RM

RM

RM

G

roup

Co

st

At 1

July

201

3 1

,051

,263

3

4,76

0,89

9

2,6

98,8

90

208

,997

5

59,3

30

1,1

57,5

50

40,

436,

929

Ad

ditio

ns

2,099,314

162,844

201,985

10,813

319,802

-

2,794,758

Reclassifi

catio

n(2,112,038)

2,112,038

-

-

-

-

-

Disp

osals

-

-

(4,808)

-

-

(578,775)

(583,583)

At30June2014

1,038,539

37,035,781

2,896,067

219,810

879,132

578,775

42,648,104

Accum

ulated

dep

reciati

on

At1Ju

ly2013

-

5,108,110

1,256,278

64,806

171,294

482,312

7,082,800

Chargeforthecurrentyear

-

3,562,343

564,695

21,529

63,969

154,340

4,366,876

Disp

osals

-

-

(4,808)

-

-

(279,741)

(284,549)

At30June2014

-

8,670,453

1,816,165

86,335

235,263

356,911

11,165,127

A

ccum

ulat

ed im

pairm

ent l

oss

At30June2014

(100,000)

-

-

-

-

-

(100,000)

Ca

rryi

ng a

mou

nt

At30June2014

938,539

28,365,328

1,079,902

133,475

643,869

221,864

31,382,977

A n n u A l R e p o Rt 2 0 1 5 79


4. Property, Plant and Equipment (Cont’d)

(a) Theaggregateadditionalcostfortheproperty,plantandequipmentoftheGroupduringthefinancialyearunderfinanceleasearrangementandcashpaymentareasfollows:

Group 2015 2014 RM RM Aggregatecosts 6,231,119 2,794,758 Less:Financeleasearrangement (548,653) -

Cashpayments 5,682,466 2,794,758

(b) Included intheproperty,plantandequipmentoftheGrouparemotorvehiclesacquiredunderhirepurchasewithcarryingamountofRM766,825(2014:RM221,864).

5. InvestmentsinSubsidiaryCompanies

(a) Investmentinsubsidiarycompanies

Company 2015 2014 RM RM Unquotedshares,atcost At 1 July 55,342,002 55,342,000 Additions 60,000 2

At30June 55,402,002 55,342,002

Accumulated impairment loss At 1 July 55,301,998 55,099,998 Additions 40,000 202,000

At30June 55,341,998 55,301,998

60,004 40,004

A n n u A l R e p o Rt 2 0 1 580


5. InvestmentsinSubsidiaryCompanies(Cont’d)

(a) Investmentinsubsidiarycompanies(Cont’d)

Thedetailsofthesubsidiarycompanies,whichareincorporatedinMalaysiaareasfollows:

NameofCompany EffectiveInterest PricipalActivities 2015 2014

XOXComSdn.Bhd. 100% 100% Providerofmobile telecommunicationproducts andservices

XOXManagement 100% 100% Provisionofmanagement ServicesSdn.Bhd. services

XOXMediaSdn.Bhd. 100% 100% Provisionofmobileapplication services XOXWalletSdn.Bhd. 100% 100% Provisionofmobilewallet servicesandthetrading oftelecommunications airtimeasatraded commodityforShariah compliantfinancing

XStyleSdn.Bhd. 51% 51% Specialmarketingarmof XOXMobilefor telecommunicationand broadbandinternetservices XOXRetailSdn.Bhd. 50% 50% Retailersanddealersofallkind ofmobiletelecommunications productsandtoproviderelated servicesinMalaysiaorworldwide OneXOXSdn.Bhd. 60% - Providerofmobile telecommunicationproductsand services

CompanyheldbyXOXComSdn.Bhd. XOXMobileSdn.Bhd. 100% 100% Agentformarketingpromotion, supportservicesandmanaging thedistributionchannelsof mobiletelecommunication productsandservices AllthesubsidiarycompaniesareauditedbyUHY.

A n n u A l R e p o Rt 2 0 1 5 81



(b) Acquisitionofasubsidiarycompany

Duringthefinancialyear,theCompanyacquired60,000ordinarysharesofRM1.00eachinOneXOXSdn.Bhd.represent60%equityinterestforatotalcashconsiderationofRM60,000.

Fairvalueofconsiderationtransferred

Thefollowingsummarisesthemajorclassesofconsiderationtransferred,andtherecognisedamountsofassetacquiredandliabilityassumedattheacquisitiondate:

RM Cashandcashequivalents 199,983 Otherpayables (104,748)

95,235

Netcashinflowarisingfromacquisitionofasubsidiarycompany

RM Purchaseconsiderationsettledincash (60,000) Cashandcashequivalentsacquired 199,983

139,983

Goodwillarisingfrombusinesscombination

Goodwillwasrecognisedasaresultoftheacquisitionasfollows:

RM Fairvalueofconsiderationtransferred 60,000 Non-controllinginterests,basedontheirproportionateinterestin therecognisedamountsoftheassetsandliabilitiesoftheacquiree 38,094 Fairvalueofidentifiableassetsacquiredandliabilitiesassumed (95,235)

Goodwillonconsideration 2,859

Therewasnoacquisitioninthepreviousfinancialyear.

A n n u A l R e p o Rt 2 0 1 582



(c) Materialpartlyownedsubsidiarycompanies

Thesummarisedfinancialinformationonsubsidiarycompanieswithmaterialnon-controllinginterests(“NCI”)isasfollows:

Proportion ofownership interests Loss andvoting allocatedto rightsheldby non- Accumulated Name of non-controlling controlling non-controlling company interests interests interests 2015 2014 2015 2014 2015 2014 % % RM RM RM RM XStyleSdn.Bhd. 49 49 (52,014) (81,411) (114,827) (62,813)

XOXRetailSdn.Bhd. 50 50 (61,991) (241,717) (303,708) (241,717)

OneXOXSdn.Bhd. 40 - 529,026 - 567,120 -

Totalnon-controllinginterests 148,585 (304,530)

Therearenosignificantrestrictionsontheabilityofthesubsidiarycompaniestotransferfunds to theGroup in the formof cash dividends or repayment of loans and advances.Generally,forallsubsidiarycompanieswhicharenotwholly-ownedbytheCompany,non-controllingshareholdersholdprotectiverightsrestrictingtheCompany’sabilitytousetheassetsofthesubsidiarycompaniesandsettletheliabilitiesoftheGroup,unlessapprovalisobtainedfromnon-controllingshareholders.

A n n u A l R e p o Rt 2 0 1 5 83


6. GoodwillonConsolidation

Group 2015 2014 RM RM

At1July - - Acquisitionofasubsidiarycompany 2,859 -

At30June 2,859 -

Goodwill on consolidation arose upon the acquisition of subsidiary principally engaged inprovidingmobiletelecommunicationproductsandservices.

Forthepurposeofimpairmenttesting,therecoverableamountofgoodwillasattheendofthefinancialyearwasdeterminedbasedonavalue-in-usecalculationbydiscountingthefuturecashflowsgeneratedfromthecontinuinguseofthecashgeneratingunit(“CGU”).

7. Inventories

Group 2015 2014 RM RM At cost Simcardsandrechargecards 2,919,489 745,964

Recognisedinprofitorloss: Inventorieswrittenoff 190,354 72,540

8. TradeReceivables


Tradereceivables 26,855,612 30,027,623 Less:Accumulatedimpairmentloss (2,561,393) (2,030,129)

24,294,219 27,997,494

Thenormaltradecredittermsgrantedis7to210days(2014:7to210days).Othercredittermsareassessedandapprovedonacasebycasebasis.

A n n u A l R e p o Rt 2 0 1 584


8. TradeReceivables(Cont’d)

Amountowingbyrelatedpartyisunsecured,interest-freeandisrepayableondemand.Tradeamountsowingbyrelatedpartiesaresubjecttonormaltradecreditterms.

Movementsintheallowanceforimpairmentlossesoftradereceivablesareasfollows:


At 1 July 2,030,129 2,217,022 Impairmentlossesrecognised 2,561,393 1,776,329 Reversalofimpairment (1,661,397) (1,963,222) Writtenoff (368,732) -

At30June 2,561,393 2,030,129

Analysisofthetradereceivablesageingasattheendofthefinancialyearisasfollow:


Neitherpastduenorimpaired 11,341,832 23,229,571 Past due but not impaired: Lessthan30days 2,138,979 4,746,493 31to60days 4,067,783 - Morethan60days 6,745,625 21,430

12,952,387 4,767,923

24,294,219 27,997,494 Impaired 2,561,393 2,030,129

26,855,612 30,027,623

A n n u A l R e p o Rt 2 0 1 5 85


8. TradeReceivables(Cont’d)

TradereceivablesthatareneitherpastduenorimpairedarecreditworthydebtorswithgoodpaymentrecordswiththeGroup.

Asat30 June2015, trade receivablesofRM12,952,387 (2014:RM4,767,923)werepastduebutnotimpaired.Theserelatetoanumberofindependentcustomersfromwhomthereisnorecenthistoryofdefault.

ThetradereceivablesoftheGroupthatareindividuallyassessedtobeimpairedamountingtoRM2,561,393(2014:RM2,030,129),relatedtocustomersthatareinfinancialdifficulties,havedefaultedonpaymentsand/orhavedisputedonthebillings.Thesebalancesareexpectedtoberecoveredthroughthedebtsrecoveryprocess.

9. OtherReceivables


Otherreceivables -Thirdparties 4,882,141 2,614,220 253,150 253,150 -Relatedparties - 104,421 - -

4,882,141 2,718,641 253,150 253,150 Deposits 961,833 713,750 64,500 64,500 Prepayments 2,651,039 1,745,534 489,006 96,936

8,495,013 5,177,925 806,656 414,586 Less:Accumulatedimpairment losses (61,641) - - -

8,433,372 5,177,925 806,656 414,586

A n n u A l R e p o Rt 2 0 1 586


9. OtherReceivables(Cont’d)

Movementsintheallowanceforimpairmentlossesofotherreceivablesareasfollows:


At1July - - Impairmentlossesrecognised 61,641 -

At30June 61,641 -

Otherreceivablesthatareindividuallydeterminedtobeimpairedatthereportingdaterelatetodebtorsthatareinsignificantfinancialdifficultiesandhavedefaultedonpayments.

10. AmountsOwingby/(to)SubsidiaryCompanies

(a) Amountowingbysubsidiarycompanies

Thisrepresentsunsecured,interestfreeadvancesandisrepayableondemand.

Company 2015 2014 RM RM

Amountsowingbysubsidiarycompanies 6,699,230 7,526,492 Less:Accumulatedimpairmentloss Atbeginningofthefinancialyear - 4,352,469 Reversalduringthefinancialyear - (4,352,469) Attheendofthefinancialyear - -

6,699,230 7,526,492

(b) Amountowingtosubsidiarycompanies

Thisrepresentsunsecured,interestfreeadvancesandisrepayableondemand.

A n n u A l R e p o Rt 2 0 1 5 87


11. Short-TermInvestment


Atcost: AmIncome 20,714 20,173 9,854 9,557

Marketvalueoftheinvestment: AmIncome 20,714 20,173 9,854 9,557

12. ShareCapital

Group/Company Numberofshares Amount 2015 2014 2015 2014 Units Units RM RM

OrdinarysharesofRM0.10each Authorised At1July/30June 1,000,000,000 1,000,000,000 100,000,000 100,000,000

Issued and fully paid At 1 July 332,000,000 302,000,000 33,200,000 30,200,000 Issuanceofsharesduringthe financialyear - 30,000,000 - 3,000,000

At30June 332,000,000 332,000,000 33,200,000 33,200,000

TheholdersofordinarysharesareentitledtoreceivedividendsasandwhendeclaredbytheCompany.AllordinarysharescarryonevotepersharewithoutrestrictionsandrankequallywithregardtotheCompany’sresidualassets.

A n n u A l R e p o Rt 2 0 1 588


13. SharePremium

Themovementsinthesharepremiumareasfollows:


1 July 32,730,251 32,610,011 32,530,249 32,410,009 Issueofnewshares - 300,000 - 300,000 Listingexpenses - (179,760) - (179,760)

30June 32,730,251 32,730,251 32,530,249 32,530,249

ThesharepremiumisnotdistributedbywayofcashdividendsandmaybeutilisedinthemannerassetoutinSection60(3)oftheCompaniesAct,1965.

14. CapitalReserve

ThecapitalreservearosefromthespecialissueofsharetoselectedpioneermanagementteamoftheGroupandisnotdistributablebywayofdividends.

15. DeferredTaxLiabilities


At1July - 3,622 Recognisedinprofitorloss 5,244 (3,622)

At30June 5,244 -

Thenetdeferred taxassetsand liabilitiesshownon thestatementoffinancialpositionafterappropriateoffsettingareasfollows:


Deferredtaxliabilites 7,304,941 7,372,514 Deferredtaxassets (7,299,697) (7,372,514)

5,244 -

A n n u A l R e p o Rt 2 0 1 5 89


15. DeferredTaxLiabilities(Cont’d)

Theestimateddeferredtax(assets)/liabilitiesoftheGrouparisingfromtemporarydifferencesrecognisedinthefinancialstatementsareasflows:


Deferredtaxliabilities Differencesbetweenthecarryingamountofproperty,plantand equipmentandtheirtaxbase 7,252,321 7,372,514 Othertimingdifferences 52,620 -

Deferred tax assets Unutilisedcapitalallowance (7,148,659) (6,302,950) Unusedtaxlosses (151,038) (1,069,564)

5,244 -

Deferredtaxassetshavenotbeenrecognisedinrespectofthefollowingtemporarydifferencesduetouncertaintyofitsrecoverability:


Unabsorbedcapitalallowances 1,138,595 595,213 Unutilisedtaxlosses 39,343,199 33,170,998 Othertimingdifferences 8,811,688 16,847,189

49,293,482 50,613,400

Deferredtaxassetshavenotbeenrecognisedinrespectoftheseitemsastheymaynothavesufficienttaxableprofitstobeusedtooffsetortheyhaveariseninsubsidiarycompaniesthathavearecenthistoryoflosses.

A n n u A l R e p o Rt 2 0 1 590


16. FinanceLeasePayables


(a) Minimumfinanceleasepayments Withinoneyear 227,902 103,740 Laterthanoneyearandnotlaterthantwoyears 124,212 103,690 Laterthantwoyearandnotlaterthanfiveyears 323,724 -

675,838 207,430 Less:Futurefinancecharges (63,536) (9,615)

Presentvalueofminimumleasepayments 612,302 197,815

(b) Presentvalueofminimumleasepayments Withinoneyear 201,897 96,625 Laterthanoneyearandnotlaterthantwoyears 106,403 101,190 Laterthantwoyearandnotlaterthanfiveyears 304,002 -

612,302 197,815

Analysedas: Repayablewithintwelvemonths 201,897 96,625 Repayableaftertwelvemonths 410,405 101,190

612,302 197,815

Thefinanceleasepayablesbearinterestrangingfrom4.70%to5.19%(2014:4.80%)perannum.

17. TradePayables

ThenormaltradecredittermsgrantedtotheGrouprangingfrom30to45days(2014:30to45days).Othercredittermsareassessedandapprovedonacasebycasebasis.

A n n u A l R e p o Rt 2 0 1 5 91


18.OtherPayables


Otherpayables 4,642,876 6,250,793 54,626 101,543 Deposits 222,181 300,715 - - Accruals 12,077,530 20,348,912 277,540 332,202

16,942,587 26,900,420 332,166 433,745

Included inaccrualsof theGroup is theaccrualcostof rechargeusagefromatradepayableamountingtoRM8,811,688(2014:RM17,040,988).

IncludedintheotherpayablesoftheGroupistheamountduetothevendorforthepurchaseof telecommunication network equipments which amounting to RM2,814,635 (2014:RM4,280,342).

Theforeigncurrencyexposureprofileofotherpayablesisasfollows:


UnitedStatesDollar(“USD”) 2,814,635 4,280,342

19. AmountOwingtoaFormerDirector

Thisrepresentsunsecured,interest-freeadvanceandisrepayableondemand.

20. Revenue

RevenueoftheGrouprepresentstheinvoicedvalueofgoodssoldlessdiscounts,commissionsandreturns.

A n n u A l R e p o Rt 2 0 1 592


21. Financecosts


Interestexpenseson: Financeleaseliabilities 18,466 26,064

22. Profit/(Loss)beforetaxation

Profit/(Loss)beforetaxationiscarriedataftercharging/(crediting):


Auditors’remuneration -statutoryaudits -currentyear 175,500 154,000 49,500 45,000 -underprovisioninprioryear 5,000 25,000 - 25,000 -nonstatutoryaudit 5,000 - - - Depreciationofproperty,

plantandequipment 4,559,436 4,366,876 - - Directors’remuneration -Salaryandotheremoluments 1,640,497 1,260,505 314,900 384,709 -EPF 136,500 114,000 - - (Gain)/Lossondisposalof property,plantandequipment (1,866) 19,052 - - Impairmenton: -tradereceivables 2,561,393 1,776,329 - - -otherreceivables 61,641 - - - -investmentsinsubsidiarycompanies - - 40,000 202,000 Incorporationexpenses - 2,750 - - Inventorieswrittenoff 190,354 72,540 - - (Gain)/Lossonforeignexchange -realised (27,567) 51,292 - - -unrealised (193,608) 302,984 - - Property,plantandequipment writtenoff 280,084 - - - Rentalofpremises 1,976,093 1,021,212 - - Reversalofimpairmenton -tradereceivables (1,661,397) (1,963,222) - - -amountsowingbysubsidiary companies - - - (4,352,469) Interestincome (16,485) (2,257) (443) (373) Rentalincome (125,400) (50,000) - -

A n n u A l R e p o Rt 2 0 1 5 93


23. Taxation


Tax expense recognised in profitorloss: Currenttaxprovision 440,022 - - - Under/(Over)provisioninprioryears 11,478 (18,412) - -

451,500 (18,412) - -

Deferredtax: Relatingtooriginationor reversaloftemporarydifferences 5,244 (3,622) - -

456,744 (22,034) - -

Malaysianincometaxiscalculatedatthestatutorytaxrateof25%(2014:25%)oftheestimatedassessableprofitforthefinancialyear.

Areconciliationofincometaxexpenseapplicabletoprofit/(loss)beforetaxationatthestatutoryincometaxratetoincometaxexpenseattheeffectiveincometaxrateoftheGroupandoftheCompanyisasfollows:


Profit/(Loss)beforetaxation 1,628,276 (1,598,506) (922,569) 3,284,541

AtMalaysianstatutorytax rateof25%(2014:25%) 407,069 (399,627) (230,642) 821,135 Expensesnotdeductiblefor taxpurpose 468,921 321,728 230,753 233,419 Incomenotsubjecttotax (100,745) - (111) (1,054,554) Utilisationofpreviouslyunrecognised deferredtaxassets (723,752) (402,366) - - Deferredtaxassetsnotrecognised 393,773 476,643 - - Under/(Over)provisionof taxationinrespectofprioryear 11,478 (18,412) - -

Taxexpenseforthefinancialyear 456,744 (22,034) - -

A n n u A l R e p o Rt 2 0 1 594


23. Taxation(Cont’d)

TheGrouphaveunabsorbedcapitalallowancesandunusedtaxlossescarryforward,availabletooff-setagainstfuturetaxableprofitsasfollows:


Unabsorbedcapitalallowances 30,197,124 26,098,245 Unusedtaxlosses 39,524,660 37,148,269

69,721,784 63,246,514

24. Earnings/(Loss)PerShare

Thebasicearnings/(loss)pershare isarrivedatbydividingtheGroup’sprofitattributabletotheownersoftheGroupofRM756,511(2014:lossofRM1,253,343)bythefollowingweightedaveragenumberofordinarysharesinissueduringthefinancialyear.


Profit/(Loss)attributabletoordinaryshares 756,511 (1,253,343)

Weightedaveragenumberofordinaryshares 332,000,000 312,849,315

Basicearnings/(loss)perordinaryshares(insen) 0.23 (0.40)

Thefullydilutedearnings/(loss)persharefortheGroupwasnotpresentedastherewerenodilutivepotentialordinarysharesoutstandingattheendofthereportingperiod.

25. StaffCosts


Staffcosts(excludingDirectors) 8,736,519 6,816,488

IncludedinthetotalstaffcostsabovearecontributionsmadetoEPFunderadefinedcontributionplanfortheGroupandtheCompanyamountingtoRM714,087(2014:RM531,442).

A n n u A l R e p o Rt 2 0 1 5 95


26. RelatedPartyDisclosures

(a) Identityofrelatedparties

Forthepurposesofthesefinancialstatements,partiesareconsideredtoberelatedtotheGroupiftheGrouportheCompanyhastheability,directlyorindirectly,tocontrolthepartyorexercisesignificantinfluenceoverthepartyinmakingfinancialandoperatingdecisions,orviceversa,orwheretheGrouportheCompanyandthepartyaresubjecttocommoncontrolorcommonsignificantinfluence.Relatedpartiesmaybeindividualsorotherentities.

Relatedpartiesalso includekeymanagementpersonneldefinedasthosepersonshavingauthorityandresponsibilityforplanning,directingandcontrollingtheactivitiesoftheGroupeitherdirectlyorindirectly.ThekeymanagementpersonnelincludealltheDirectorsoftheGroupandcertainmembersofseniormanagementandchiefexecutiveofficersofmajorsubsidiarycompaniesoftheGroup.

TheGrouphasrelatedpartyrelationshipswithitssubsidiarycompaniesandkeymanagementpersonnel.

(b) Significantrelatedpartytransaction

Relatedparty transactionshavebeenentered into thenormal courseof business undernormaltradeterms.Inaddition,therelatedpartybalancesaredisclosedinNotes9,10and19.

(c) Key management personnel include personnel having authority and responsibility forplanning,directingandcontrollingtheactivitiesoftheentity.

Theremunerationsofthekeymanagementareasfollows:-


Short-termemployeebenefits 1,244,040 856,881 33,000 36,500

27. SegmentInformation

SegmentalinformationareneitherincludedintheinternalmanagementreportsnorprovidedregularlytotheManagementastheGroupoperatesprincipallyinMalaysiaandinonemajorbusinesssegment.Hence,therearenosegmentalinformationdisclosures.

A n n u A l R e p o Rt 2 0 1 596


28. FinancialInstruments

(a) Classificationoffinancialinstruments

Financialassetsandfinancialliabilitiesaremeasuredonanongoingbasiseitheratfairvalueoratamortisedcost.TheprincipalaccountingpoliciesinNote3describehowtheclassesoffinancialinstrumentsaremeasured,andhowincomeandexpense,includingfairvaluegainsandlosses,arerecognised.

Thefollowingtableanalysesthefinancialassetsandliabilitiesinthestatementsoffinancialpositionbytheclassoffinancialinstrumentstowhichtheyareassigned,andthereforebythemeasurementbasis:

Other financial Available liabilitiesat for Loansand amortised sales receivables cost Total Group RM RM RM RM 2015 FinancialAssets Tradereceivables - 24,294,219 - 24,294,219 Otherreceivables - 5,782,333 - 5,782,333 Short-terminvestment 20,714 - - 20,714 Cashandbankbalances - 9,286,052 - 9,286,052 20,714 39,362,604 - 39,383,318

FinancialLiabilities Tradepayables - - 40,876,381 40,876,381 Otherpayables - - 16,942,587 16,942,587 Financeleasepayables - - 612,302 612,302

- - 58,431,270 58,431,270

A n n u A l R e p o Rt 2 0 1 5 97


28. FinancialInstruments(Cont’d)

(a) Classificationoffinancialinstruments(Cont’d)

Other financial Available liabilitiesat for Loansand amortised sales receivables cost Total Group RM RM RM RM 2014 FinancialAssets Tradereceivables - 27,997,494 - 27,997,494 Otherreceivables - 5,177,925 - 5,177,925 Short-terminvestment 20,173 - - 20,173 Cashandbankbalances - 751,391 - 751,391

20,173 33,926,810 - 33,946,983

FinancialLiabilities Tradepayables - - 20,345,333 20,345,333 Otherpayables - - 26,900,420 26,900,420 Amountowingtoaformer Director - - 900,000 900,000 Financeleasepayables - - 96,625 96,625

- - 48,242,378 48,242,378 Company 2015 FinancialAssets Otherreceivables - 317,650 - 317,650 Amountsowingby subsidiarycompanies - 6,699,230 - 6,699,230 Short-terminvestment 9,854 - - 9,854 Cashandbankbalances - 5,599 - 5,599

9,854 7,022,479 - 7,032,333

A n n u A l R e p o Rt 2 0 1 598



(a) Classificationoffinancialinstruments(Cont’d)

Other financial Available liabilitiesat for Loansand amortised sales receivables cost Total Company RM RM RM RM 2015 FinancialLiabilities Otherpayables - - 332,166 332,166 Amountsowingto subsidiarycompanies - - 1,556,546 1,556,546

- - 1,888,712 1,888,712

2014 FinancialAssets Otherreceivables - 317,650 - 317,650 Amountsowingby subsidiarycompanies - 7,526,492 - 7,526,492 Short-terminvestment 9,557 - - 9,557 Cashandbankbalances - 62,219 - 62,219

9,557 7,906,361 - 7,915,918

FinancialLiabilities Otherpayables - - 433,745 433,745 Amountsowingto subsidiarycompanies - - 1,004,286 1,004,286

- - 1,438,031 1,438,031

A n n u A l R e p o Rt 2 0 1 5 99



(b) Financialriskmanagementobjectivesandpolicies

TheGroup’sandtheCompany’sfinancialriskmanagementpolicyaretoensurethatadequatefinancial resourcesareavailable for thedevelopmentof theGroup’sand theCompany’soperationwhilstmanaging their financial risks, including foreign currency exchange risk,interest rate risk, credit risk, liquidity and cashflows risks. TheGroupand theCompanyoperatewithinclearlydefinedguidelinesthatareapprovedbytheBoardandtheGroup’sandtheCompany’spolicyarenottoengageinspeculativetransactions.

ThefollowingsectionsprovidedetailsregardingtheGroup’sandtheCompany’sexposureto theabovementionedfinancial risks and theobjectives, policies andprocesses for themanagementoftheserisks.

(i) Creditrisk

CreditriskistheriskofafinanciallosstotheGroupifacustomerorcounterpartytoafinancial instrument fails tomeet itscontractualobligations.TheGroup’sexposuretocreditriskarisesprincipallyfromitsreceivablesfromcustomersanddepositswithbanksandfinancialinstitutions.TheCompany’sexposuretocreditriskarisesprincipallyfrom loans and advances to subsidiary companies and financial guarantees given tobanksforcreditfacilitiesgrantedtosubsidiarycompanies.

The Group have adopted a policy of only dealingwith creditworthy counterparties.Managementhasacreditpolicyinplacetocontrolcreditriskbydealingwithcreditworthycounterpartiesanddepositwithbanksandfinancialinstitutionswithgoodcreditrating.Theexposuretocreditriskismonitoredonanongoingbasisandactionwillbetakenforlongoutstandingdebts.TheCompanyonlyprovidedloansandadvancestosubsidiarycompaniesandtheresultsofthesubsidiarycompaniesaremonitoredregularly.

The Company provides unsecured loans and advances to subsidiary companies. Italsoprovidesunsecuredfinancialguaranteestobanksforbankingfacilitiesgrantedtocertainsubsidiarycompanies.TheCompanymonitorsonanongoingbasistheresultsofthesubsidiarycompaniesandrepaymentsmadebythesubsidiarycompanies.

Thecarryingamountsof thefinancialassets recordedonthestatementsoffinancialposition at the end of the financial year represents theGroup’s and the Company’smaximum exposure to credit risk. The Group has significant concentration of creditriskarisefromitsdealingwithfiveofthecustomers (2014:five),which inaggregaterepresents74%(2014:53%)ofthetotaltradereceivables.

A n n u A l R e p o Rt 2 0 1 5100



(b) Financialriskmanagementobjectivesandpolicies(Cont’d)

(i) Creditrisk(Cont’d)

Trade receivables that are neither past due nor impaired

A significantportionof trade receivables thatareneitherpastduenor impairedareregularcustomersthathavebeentransactingwiththeGroup.TheGroupusesageinganalysistomonitorthecreditqualityofthetradereceivables.Anyreceivableshavingsignificantbalancespastdueormorethan90days,whicharedeemedtohavehighercreditrisk,aremonitoredindividually.

Trade receivables that are past due but not impaired

TheGroupbelievesthatadequateimpairmenthasbeenmadeinrespectofthesetradereceivables. This represents companies with ongoing business with the Group withactivetransactions.

(ii) Liquidityrisk

LiquidityriskreferstotheriskthattheGrouportheCompanywillencounterdifficultyinmeeting its financial obligations as they fall due. TheGroup’s and theCompany’sexposuretoliquidityriskarisesprimarilyfrommismatchesofthematuritiesoffinancialassetsandliabilities.

TheGroup’sandtheCompany’sfundingrequirementsandliquidityriskismanagedwiththeobjectiveofmeetingbusinessobligationsonatimelybasis.TheGroupfinancesitsliquiditythroughinternallygeneratedcashflows.TheGroupandtheCompanyrelyonitscreditorsandshareholdersforappropriatefinancialsupporttoenableittomeetitsobligationsasandwhentheyfalldue.

The following table analyses the remaining contractual maturity for non-derivativefinancial liabilities. The tableshavebeendrawnupbasedon theundiscounted cashflows of financial liabilities based on the earliest date onwhich the Group and theCompanycanberequiredtopay.

A n n u A l R e p o Rt 2 0 1 5 101


28

.Fina

ncialInstrum

ents(C

ont’d

)

(b)Fina

ncialriskman

agem

ento

bjectiv

esand

policies(Con

t’d)

(ii)Liqu

idity

risk(Con

t’d)

O

n de

man

d

orre

payable

Total

withinon

e

1to2

2to5

contractua

lCa

rrying

year

years

years

cashflow

am

ount

RM

RM

RM

RM

RM

G

roup

20

15

Fina

ncialLiabiliti

es

Trad

epa

yables

40,876

,381

-

-

40,876

,381

40

,876

,381

Otherpayab

les

16,94

2,58

7

--

16,942

,587

16,94

2,58

7

Fina

nceleasepa

yables

227,90

212

4,21

2323

,724

67

5,83

8

612,30

2

58

,046

,870

1

24,2

12

323,

724

58

,494

,806

58

,431

,270

20

14

Fina

ncialLiabiliti

es

Trad

epa

yables

20,345

,333

-

-20

,345

,333

20,34

5,33

3

Otherpayab

les

26,900

,420

-

-26,90

0,42

0

26,900

,420

Amou

ntowingtoafo

rmerDire

ctor

900,00

0-

-900

,000

90

0,00

0

Fina

nceleasepa

yables

103

,740

10

3,69

0-

207,43

0

197,81

5

48

,249

,493

10

3,69

0-

48,353

,183

48

,343

,568

A n n u A l R e p o Rt 2 0 1 5102




(ii) Liquidityrisk(Cont’d)

On demand orrepayable withinone Carrying year amount RM RM Company 2015 FinancialLiability Otherpayables 332,166 332,166 Amountsowingbysubsidiarycompanies 1,556,546 1,556,546

1,888,712 1,888,712

2014 FinancialLiability Otherpayables 433,745 433,745 Amountsowingbysubsidiarycompanies 1,004,286 1,004,286

1,438,031 1,438,031

(iii)Marketrisks

(a) Foreigncurrencyexchangerisk

The Group incur foreign currency risk on transactions that are denominated inforeigncurrency.ThecurrencygivingrisetothisriskisprimarilytheUSD.TheGrouphasnotenteredintoanyderivativeinstrumentsforhedgingortradingpurposesasthenetexposuretoforeigncurrencyriskisnotsignificant.

The carrying amounts of the Group’s foreign currency denominated financialliabilitiesattheendofthereportingperiodareasfollows:

Denominated inUSD RM Group 2015 Financialliability Otherpayables 2,814,635

A n n u A l R e p o Rt 2 0 1 5 103




(iii)Marketrisks(Cont’d)

(a) Foreigncurrencyexchangerisk(Cont’d)

Denominated inUSD RM Group 2014 Financialliability Otherpayables 4,280,342

Foreigncurrencysensitivityanalysis

Foreign currency risk arises from Group entities which have a RM functionalcurrency.TheexposuretocurrencyriskofGroupentitieswhichdonothaveaRMfunctionalcurrencyisnotmaterialandhence,sensitivityanalysisisnotpresented.

ThefollowingtabledemonstratesthesensitivityoftheGroup’sprofitbeforetaxtoareasonablypossiblechangeintheUSDexchangeratesagainstRM,withallothervariablesheldconstant.

2015 2014 Effecton Effecton Change inprofit Change inprofit currencyrate beforetax currencyrate beforetax RM RM RM RM

USD Strengthened5% (140,732) Strengthened5% (214,017) Weakened5% 140,732 Weakened5% 214,017

(b) Interestraterisk

TheGroupobtainsfinancingthroughotherfinancialinstitutions.TheGroup’spolicyistoobtainthefinancingwiththemostfavourableinterestratesinthemarket.

TheGroup constantlymonitors its interest rate riskanddoesnotutilise interestswapcontractsorotherderivativeinstrumentsfortradingorspeculativepurposes.Attheendofthereportingperiod,therewerenosucharrangements,interestrateswapcontractsorotherderivativeinstrumentsoutstanding.

A n n u A l R e p o Rt 2 0 1 5104




(iii)Marketrisks(Cont’d)

(b) Interestraterisk(Cont’d)

The carrying amounts of the Group’s financial instruments that are exposed tointerestrateriskareasfollows:

2015 2014 RM RM Group Fixedrateinstruments Financialliability Financeleasepayables 612,302 197,815

Fairvaluesensitivityanalysisforfixedrateinstruments

TheGroupdonotaccountforanyfixedratefinancialliabilityatfairvaluethroughprofitorloss.Therefore,achangeininterestratesattheendofthereportingperiodwouldnotaffectprofitorloss.

(c) Fairvaluesoffinancialinstruments

The carrying amounts of short term receivables and payables, cash and cashequivalents and short term payables approximate their fair value due to therelativelyshorttermnatureofthesefinancialinstrumentsandinsignificantimpactofdiscounting.

Thetablebelowanalysesfinancialinstrumentnotcarriedatfairvalueforwhichfairvalueisdisclosed,togetherwiththeirfairvaluesandcarryingamountsshowninthestatementoffinancialposition.

Fairvalueoffinancialinstruments notcarriedatfairvalue Carrying Level1 Level2 Level3 amount RM RM RM RM Group 2015 Financialasset Short-terminvestment 20,714 - - 20,714

Financialliability Financeleasepayables - 405,696 - 410,405

A n n u A l R e p o Rt 2 0 1 5 105



(c) Fairvaluesoffinancialinstruments(Cont’d)

Fairvalueoffinancialinstruments notcarriedatfairvalue Carrying Level1 Level2 Level3 amount RM RM RM RM

Group 2014 Financialasset Short-terminvestment 20,173 - - 20,173

Financialliability Financeleasepayables - 101,076 - 101,190

Company 2015 Financialasset Short-terminvestment 9,854 - - 9,854

2014 Financialasset Short-terminvestment 9,557 - - 9,557

(i) Policyontransferbetweenlevels Thefairvalueofanassettobetransferredbetweenlevelsisdeterminedasofthedate

oftheeventorchangeincircumstancesthatcausedthetransfer.

Therewereno transfersbetween levelsduringcurrentfinancialperiodandpreviousfinancialyears.

(ii) Level1fairvalue

Level 1 fair value is derived from quoted prices (unadjusted) in active markets foridenticalassetsorliabilities.

(iii) Level2fairvalue

Level2 fairvalue isestimatedusing inputsother thanquotedprices includedwithinLevel1 thatareobservable for theassetor liability,eitherdirectly (i.e. asprices)orindirectly(i.e.derivedfromprices).

A n n u A l R e p o Rt 2 0 1 5106



(c) Fairvaluesoffinancialinstruments(Cont’d)

(iii) Level2fairvalue(Cont’d)

Non-derivativefinancialinstruments Fair value, which is determined for disclosure purposes, is calculated based on the

presentvalueoffutureprincipalandinterestcashflows,discountedatthemarketrateofinterestattheendofthereportingperiod.

(iv) Level3fairvalue

Level3fairvaluesforthefinancialassetsandliabilitiesareestimatedusingunobservableinputs.

29. CapitalManagement

TheGroup’sManagementmanagesitscapitaltomaintainastrongcapitalbaseandsafeguardtheGroup’sabilitytocontinueasagoingconcernandmaintainsanoptimalcapitalstructure,soastomaximiseshareholdersvalue.TheManagementreviewsthecapitalstructurebyconsideringthecostofcapitalandtherisksassociatedwiththecapital.

Inorder tomaintainoradjust the capital structure, theGroupmay issuenewsharesor sellassetstoreducedebt.

Total capital managed at Group level, which comprises shareholders’ funds, cash and cashequivalentsandbankborrowings.Thegearingratiosareasfollows:


Totalbankborrowings - - Less:Cashandcashequivalents (9,306,766) (771,564)

Netcash (9,306,766) (771,564)

Totalequity 18,970,354 17,760,728

Gearingratio -* -*

* ThegearingratioisnotapplicableastheGroupdoesnotincuranyborrowingduringthefinancialyear.

TherewerenochangesintheGroup’sapproachtocapitalmanagementduringthefinancialyear.

TheGroupisnotsubjecttoanyexternallyimposedcapitalrequirements.

A n n u A l R e p o Rt 2 0 1 5 107


30. SignificantEvents

(a) On 9 October 2014 and 8 December 2014, the Company announced to BursaMalaysiaSecuritiesBerhad,aproposaltoimplementaCorporateExercise.Thedetailsofthecorporateexerciseareasfollows:

(i) proposed reductionofup toRM32,730,251 fromthe sharepremiumaccountof theCompanypursuanttoSections60(2)and64(1)oftheCompaniesAct,1965;

(ii) proposedreductionoftheissuedandpaid-upsharecapitalofXOXpursuanttoSection64oftheActinvolvingthecancellationofRM0.05oftheparvalueofeachexistingordinaryshare of RM0.10 each in the Company (“XOX Share(s)” or Share(s)”) and thereafter,theconsolidationofevery2ordinarysharesofRM0.05eachinto1newXOXShareofRM0.10eachonanentitlementdatetobedeterminedandannouncedlater;

(iii) proposedrestrictedissueof190,000,000newXOXSharesatanissuepriceofRM0.10eachperrestrictedissuesharetopartiestobeidentifiedlater;

(iv) proposed renounceable rights issue of up to 356,000,000 new XOX Shares (“RightsShare”) on the basis of 1 Rights Share for every 1 existing XOX Share held on anentitlementdatetobedeterminedlater(“RightsEntitlementDate”),togetherwithupto356,000,000freedetachablenewwarrants(“Warrants”)onthebasisof1Warrantforevery1RightsSharesubscribedbytheentitledshareholders;

(v) proposedestablishmentofa share issuance schemeofup to30%of the issuedandpaid-upsharecapitalofXOX(excludingtreasuryshares,ifany)atanypointintimefortheeligibledirectorsandemployeesofXOXanditssubsidiaries;

(vi) proposed increase in the authorised share capital of XOX from RM100,000,000comprising 1,000,000,000 XOX Shares to RM300,000,000 comprising 3,000,000,000Shares;and

(vii)proposed amendment to the Memorandum of Association of XOX to facilitate theimplementationoftheProposedCapitalReductionandProposedIASC.

On18February2015,theCompanyobtainedtheapprovalfromBursaMalaysiaSecuritiesBerhad on the proposal. The circular was send to Shareholders on 6 March 2015 andapprovalfromShareholdersontheproposalswasobtainedon30March2015throughtheExtraordinaryGeneralMeeting.

On19June2015,theCompanyannouncedthattheHighCourtofMalayahadon5June2015grantedanorderconfirmingtheProposedParValueReductionandProposedSharePremiumReduction,wherebythedraftCourtOrderwasdulyapprovedon19June2015.ThesealedorderwillbeextractedandanofficecopyoftheorderwillbelodgedwiththeCompaniesCommissionofMalaysia for theProposedParValueReductionandProposedSharePremiumReductiontotakeeffect.

A n n u A l R e p o Rt 2 0 1 5108


30. SignificantEvents(Cont’d)

(b) On12December2014,theCompanyacquired59,999ordinarysharesofRM1.00eachofthesharecapitalofOneXOXSdn.Bhd.(“OneXOX”)foraconsiderationofRM59,999.Asaresultofthissubscription,totalequityheldbyXOXBhd.(“XOX”) inOneXOXis60,000ordinarysharesofRM1.00each,representing60%oftheenlargedissuedandpaidupsharecapitalofOneXOXwithtotalcostofinvestmentofRM60,000.ThemanagementhasindicatedthattheyhavecontroloverOneXOXbycontrollingthedecisionmakingpowerandalsotherighttodistributereturn.

31. SubsequentEvents

(a) On11September2015,XOXComSdn.Bhd.(“XOXCom”),awholly-ownedsubsidiaryofXOXBhd(“XOX”)hassubscribedfor450,000newordinarysharesofRM1.00eachinXOXMobileSdn.Bhd. (“XOXMobile”) for total cash considerationofRM450,000,Consequently,XOXMobileremainedas100%subsidiarycompanyofXOXCom.

(b) On2October2015,XOXhasdisposeditsentirefiftypercent(50%)equityinterestinXOXRetail Sdn. Bhd. (“XOX Retail”) a subsidiary of the XOX, comprising 1 ordinary share ofRM1.00eachforacashconsiderationofRM1.00.Consequently,XOXRetailhasceasedtobesubsidiariesofXOX.

32. DateofAuthorisationforIssue

ThefinancialstatementswereauthorisedforissuebytheBoardofDirectorsinaccordancewitharesolutionofDirectorson27October2015.

A n n u A l R e p o Rt 2 0 1 5 109


33. SupplementaryInformationOnTheDisclosureOfRealisedAndUnrealisedProfitOrLosses

ThefollowinganalysisofrealisedandunrealisedaccumulatedlossesoftheGroupandoftheCompanyasatthereportingdateispresentedinaccordancewiththedirectiveissuedbyBursaMalaysiaSecuritiesBerhadandpreparedinaccordancewithGuidanceonSpecialMatterNo.1, Determination of Realised and Unrealised Profits or Losses in the Context of DisclosuresPursuanttoBursaMalaysiaSecuritiesBerhadListingRequirements,asissuedbytheMalaysianInstituteofAccountants.


Totalaccumulatedlossesofthe Companyanditssubsidiary companies -realised (106,040,692)(106,676,112) (62,237,366) (61,314,797) -unrealised 188,364 (302,984) - -

(105,852,328)(106,979,096) (62,237,366) (61,314,797) Less:Consolidationadjustments 56,543,846 56,914,103 - -

Totalaccumulatedlosses (49,308,482) (50,064,993) (62,237,366) (61,314,797)

Thedisclosureof realisedandunrealisedprofitsor lossesabove is solely forcomplyingwiththedisclosurerequirementsstipulatedinthedirectiveofBursaMalaysiaSecuritiesBerhadandshouldnotbeappliedforanyotherpurposes.

A n n u A l R e p o Rt 2 0 1 5110

Analysis of ShareholdingsAs at 29 October 2015

A. SHARECAPITAL

AuthorisedShareCapital : RM100,000,000.00 IssuedandPaid-UpCapital : RM33,200,000.00 ClassofShares : OrdinarySharesofRM0.10each VotingRights : Onevoteforeachordinaryshareheld

B. DISTRIBUTIONOFSHAREHOLDINGSASAT29OCTOBER2015

SIZEOFSHAREHOLDINGS NO.OFHOLDERS % NO.OFSHARES % 1–99 15 0.39 481 0.00 100–1,000 283 7.30 200,834 0.06 1,001–10,000 1,348 34.76 8,471,534 2.55 10,001–100,000 1,813 46.75 75,824,959 22.84 100,001tolessthan5%of issuedshares 417 10.75 203,216,302 61.21 5%andaboveofissuedshares 2 0.05 44,285,890 13.34

TOTAL 3,878 100.00 332,000,000 100.00

C. SUBSTANTIALSHAREHOLDERSANDDIRECTORS’SHAREHOLDINGSASAT29OCTOBER2015

SubstantialShareholders Direct Indirect No. of Percentage No. of Percentage SharesHeld Held SharesHeld Held 1 MaraIncorporatedSdnBhd 23,119,890 6.96 - - 2 NgKokHeng 17,474,060 5.26 - - 3 WongAhYong 17,920,000 5.40 - -

Directors’interestsinshares Direct Indirect No. of Percentage No. of Percentage SharesHeld Held SharesHeld Held 1 Dato’SeriAbdulAzimbin MohdZabidi 902,760 0.27 - - 2 DatukChaiWoonChet 2,500,000 0.75 - - 3 SooPowMin - - 322,510 (1) 0.10 4 FaidzanbinHassan 3,000,000 0.90 - - 5 CheongWaiLoong 718,000 0.22 - - 6 HewTzeKok - - - - 7 DatukLorCheeLeng - - - - (1) Deemed interested through direct holding of spouse.

A n n u A l R e p o Rt 2 0 1 5 111

No. Name Shares Held Percentage1. MARA INCORPORATED SDN BHD 23,119,890 6.962. PUBLIC NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR KONG GOON KHING (E-BRT) 21,16,000 6.383. TAN SIEW LI 16,571,700 4.994. NG KOK HENG 10,000,000 3.015. NG KOK HENG 7,474,060 2.256. FO JIE SONG 5,770,000 1.747. WONG AH YONG 5,500,000 1.668. AMBANK (M) BERHAD PLEDGED SECURITIES ACCOUNT FOR WONG AH YONG (SMART) 5,000,000 1.519. JF APEX NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES A/C FOR TEOW CHEE CHOW (STA2) 4,612,100 1.3910. MAYBANK NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR NEO CHING YUEN 3,600,000 1.0811. HILMAN BIN TULOT 3,000,000 0.9012. FAIDZAN BIN HASSAN 3,000,000 0.9013. MURLIDHAR A/L DUHLANOMAL 2,250,000 0.6814. CIMSEC NOMINEES (TEMPATAN) SDN BHD CIMB BANK FOR WONG AH YONG (MY1278) 2,200,000 0.6615. CITIGROUP NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR WONG AH YONG (470281) 2,000,000 0.6016. WONG CHOON FUI 2,000,000 0.6017. CHIA MIN HUAN 1,902,550 0.5718. AMSEC NOMINEES (ASING) SDN BHD PLEDGED SECURITIES ACCOUNT FOR LAU SIU YIN AMY 1,890,000 0.5719. NOR AIDA BINTI MOHD HUSSIN 1,853,000 0.5620. FADZULLAH BIN ARIFFIN 1,850,000 0.5621. KENANGA NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR DATUK CHAI WOON CHET (021) 1,600,000 0.4822. CHUNG SHAN KWANG 1,599,960 0.4823. PUBLIC NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR KONG GOON KHING (E-BRT) 1,520,000 0.4624. HLB NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR WONG AH YONG 1,500,000 0.4525. MAYBANK NOMINEES (TEMPATAN) SDN BHD FOR WONG AH YONG 1,500,000 0.4526. YAP MUN HUAT 1,500,000 0.4527. CHOONG KEAN LEANG 1,400,000 0.4228. KHOO ENG YEOW 1,300,000 0.3929. LAI YOKE HOONG 1,300,000 0.3930. CHAN KIM HOON 1,250,000 0.38 Total 139,229,260 41.94

List Of Top 30 Largest Securities Holders(According To The Register Of Depositors As At 29 October 2015)

A n n u A l R e p o Rt 2 0 1 5112

Notice Of Annual General Meeting

NOTICEISHEREBYGIVENTHATtheFifth(5th)AnnualGeneralMeetingofXOXBhd(“XOX”or“theCompany”)willbeheldat Inspire I&II,FoodTreeCafé(underOnlyWorldGroup),No.10,JalanPelukisU1/46,KawasanPerindustrianTemasya,ShahAlam,SelangorDarulEhsanonThursday,3December2015at9.00a.m.forthepurposeoftransactingthefollowingbusinesses:-

AGENDA

1. ToreceivetheAuditedFinancialStatementsforthefinancialyearended30June2015togetherwiththeDirectors’andAuditors’Reportsthereon.

Please refer to Note A. 2. To re-elect the followingDirectors retiring pursuant to the Company’s

ArticlesofAssociation:

i) Dato’SeriAbdulAzimbinMohdZabidi(Article84) ii) FaidzanbinHassan(Article84)

3. Tore-appointMessrsUHYasAuditorsoftheCompanyandtoauthorisetheDirectorstofixtheirremuneration.

SPECIALBUSINESSES: Toconsiderand,ifthoughtfit,topassthefollowingResolution:

4. AuthorityToDirectorsToAllotAndIssueShares

“THAT subject to the Companies Act, 1965, and the approval of therelevantgovernmentand/orregulatoryauthorities,theDirectorsbeandareherebyempoweredpursuanttoSection132DoftheCompaniesAct,1965,toissuesharesoftheCompanyfromtimetotimeuponsuchtermsand conditions and for such purposes and to such person or personswhomsoeverastheDirectorsmaydeemfitprovidedthattheaggregatenumber of shares issued pursuant to this resolution shall not exceed10%of the issued capital of the Company for thetimebeing, subjectalwaystotheapprovalofalltherelevantregulatorybodieshavingbeenobtainedforsuchallotmentandissue,andsuchauthorityshallcontinuetobe in forceuntil theconclusionof thenextannualgeneralmeetingof theCompany; and FURTHERTHAT theDirectors be and areherebyempoweredtoobtaintheapprovalforthelistingandquotationfortheadditional shares so issued on the Bursa Malaysia Securities Berhad(“BursaSecurities”).”

OrdinaryResolution1OrdinaryResolution2

OrdinaryResolution3

OrdinaryResolution4

A n n u A l R e p o Rt 2 0 1 5 113

Notice Of Annual General Meeting(Cont’d)

OrdinaryResolution55. Proposed New Shareholders’ Mandate for Recurrent Related PartyTransactionsofaRevenueorTradingNature(“ProposedShareholders’Mandate”)

“THAT, subject to compliancewith all applicable laws, regulations andguidelines, approval be and is hereby given to the Company and/orits subsidiaries toenter intoRecurrentRelatedPartyTransactionsofarevenueortradingnaturewithrelatedpartiesassetoutinSection2.4oftheCirculartoShareholdersdated11November2015forthepurposesofRule10.09oftheACEMarketListingRequirementsofBursaMalaysiaSecuritiesBerhad(“ListingRequirements”),subjecttothefollowing:

(i) thetransactionsarenecessaryforthedaytodayoperationsoftheCompany’s subsidiary in the ordinary course of business, at arm’slength, on normal commercial terms and are on terms not morefavourabletotherelatedpartythanthosegenerallyavailabletothepublicandnotdetrimentaltominorityshareholdersoftheCompany;

(ii) the mandate is subject to annual renewal. In this respect, anyauthorityconferredbyamandateshallonlycontinuetobeinforceuntil:

(a) theconclusionofthenextAnnualGeneralMeeting(“AGM”)oftheCompany,atwhichtimeitwilllapse,unlessbyaresolutionpassedatthemeeting,theauthorityisrenewed;

(b) the expiration of the periodwithinwhich the next AGMafterthedateitisrequiredtobeheldpursuanttoSection143(1)oftheCompaniesAct, 1965 (“CA”) (but shall not extend to suchextensionasmaybeallowedpursuanttoSection143(2)ofCA);or

(c) revokedorvariedbyresolutionpassedbytheshareholdersinageneralmeeting,

whicheveristheearlier.

(iii) disclosure is made in the annual report of the Company of thebreakdown of the aggregate value of the Recurrent Related PartyTransactionsconductedpursuanttothemandateduringthecurrentfinancialyear,andintheannualreportsforthesubsequentfinancialyearsduringwhichashareholder’smandateisinforce,where:

(a) theconsideration,valueoftheassets,capitaloutlayorcostsoftheaggregatedtransactionsisequaltoorexceedsRM1.0million;or

(b) anyoneofthepercentageratiosofsuchaggregatedtransactionsisequaltoorexceeds1%,

A n n u A l R e p o Rt 2 0 1 5114

whicheveristhelower;

andamongstother,basedonthefollowinginformation:-

(a) thetypeoftheRecurrentRelatedPartyTransactionsmade;and

(b) thenamesoftherelatedpartiesinvolvedineachtypeoftheRecurrentRelatedParty Transactionsmadeand their relationshipswithXOXGroup.

ANDTHATtheDirectorsoftheCompanybeandareherebyauthorisedtocompleteanddoallsuchactsandthingstogiveeffecttothetransactionscontemplatedand/orauthorisedbythisOrdinaryResolution.”

6. PROPOSEDGRANTINGOFOPTIONSTONGKOKHENG

“THATtheDirectorsof theCompanybeandareherebyauthorised,atanytimeandfromtimetotimeduringtheexistenceoftheCompany’sShare Issuance Scheme (“SIS”), to offer and grant to Ng Kok Heng,beingtheChiefExecutiveOfficeroftheCompany,optionstosubscribeforXOXsharesandifsuchoptionsareacceptedandexercised,toallotandissuesuchnumberofXOXsharesasmayberequiredtobeissuedtohimundertheSIS,inaccordancewiththeprovisionsoftheBy-LawsgoverningtheSIS,providedthatnotmorethantenpercent(10%)ofthetotalnumberofSISOptionsshallbeallocatedtoNgKokHeng,aslongasNgKokHengeithersinglyorcollectivelythroughpersonsconnectedwithhim (as defined in the Listing Requirements of Bursa Securities), holdtwentypercent(20%)ormoreoftheissuedandpaid-upsharecapitalofXOX(excludingtreasuryshares,ifany)subjectalwaystosuchtermsandconditionsand/oradjustmentswhichmaybemadeinaccordancewiththeprovisionsoftheBy-Law.”

7. TotransactanyotherbusinessoftheCompanyforwhichduenoticeshallhavebeengiven.

ByorderoftheBoard,

TanTongLang(MAICSA7045482)ChongVoonWah(MAICSA7055003)CompanySecretaries

KualaLumpur11November2015

OrdinaryResolution6


A n n u A l R e p o Rt 2 0 1 5 115

Notes A. ThisAgendaitemismeantfordiscussiononlyasSection169(1)oftheCompaniesAct,1965and

theCompany’sArticlesofAssociationprovidethattheauditedfinancialstatementsaretobelaidinthegeneralmeeting.Hence,itisnotputforwardforvoting.

1. AmemberentitledtoattendandvoteattheMeetingisentitledtoappointamaximumoftwo(2)proxiestoattendandvoteinhis/herstead.AproxymaybutneednotbeamemberoftheCompany.TheprovisionofSection149(1)(b)oftheActshallnotapplytotheCompany.

2. Whereamemberappointsmorethanoneproxytoattendthesamemeeting,theappointment

shallbeinvalidunlesshe/shespecifiestheproportionofhis/herholdingstoberepresentedbyeachproxy.

3. WhereamemberoftheCompanyisanexemptauthorisednomineedefinedundertheCentralDepositoriesActwhichisexemptedfromcompliancewiththeprovisionofsubsection25A(1)oftheCentralDepositoriesActwhichholdsordinarysharesintheCompanyformultiplebeneficialownersinoneSecuritiesAccount(“omnibusaccount”),thereisnolimittothenumberofproxieswhichtheexemptauthorisednomineemayappointinrespectofeachomnibusaccountitholds.

4. Theinstrumentappointingaproxyshallbeinwritingunderthehandoftheappointerorhisattorneydulyauthorizedinwritingor,iftheappointerisacorporation,eitherunderitsCommonSealorsignedbyattorneysoauthorised.

5. TheFormofProxymustbedepositedattheRegisteredOfficeoftheCompanyatSuite10.03,Level10,TheGardensSouthTower,MidValleyCity,LingkaranSyedPutra,59200KualaLumpurnotlessthan48hoursbeforethetimesetforholdingthemeetingoranyadjournmentthereof.

6. For the purpose of determining members’ eligibility to attend this meeting, only memberswhosenamesappearintheRecordofDepositorsasat26November2015shallbeentitledtoattendthismeetingorappointproxy(ies)toattendand/orvoteonhis/herbehalf.

EXPLANATORYNOTESONSPECIALBUSINESS

OrdinaryResolution4:AuthoritytoDirectorstoAllotandIssueShares

TheProposedOrdinaryResolution4,ifpassed,isarenewalofGeneralMandatetoempowertheDirectorstoissueandallotsharesuptoanamountnotexceeding10%oftheissuedsharecapitalof theCompany for thetimebeing for suchpurposesas theDirectors considerwouldbe in thebestinterestoftheCompany.Thisauthority,unlessrevokedorvariedbytheCompanyataGeneralMeeting,willexpireatthenextAnnualGeneralMeeting.

TheGeneralMandatewillprovideflexibilitytotheCompanyforanypossiblefundraisingactivities,includingbutnotlimitedtofurtherplacingofshares,forthepurposeoffundingfutureinvestmentproject(s),workingcapitaland/oracquisitions.

AsatthedateofthisNotice,nonewsharesintheCompanywereissuedpursuanttotheGeneralMandategrantedtotheDirectorsattheFourth(4th)AnnualGeneralMeetingheldon4December2014andwhichwilllapseattheconclusionoftheFifth(5th)AnnualGeneralMeeting.


A n n u A l R e p o Rt 2 0 1 5116

Ordinary Resolution 5: Proposed New Shareholders’ Mandate for Recurrent Related PartyTransactionsofaRevenueorTradingNature

TheOrdinaryResolution5,ifpassed,willenabletheCompanyand/oritssubsidiariestoenterintorecurrent related party transactions of a revenueor trading naturewhich are necessary for theday-to-day operations of the Company and/or its subsidiaries, subject to the transactions beingcarriedoutintheordinarycourseofbusinessoftheCompanyand/oritssubsidiariesandonnormalcommercialtermswhicharegenerallyavailabletothepublicandnotdetrimentaltotheminorityshareholdersoftheCompany.Thisauthority,unlessrevokedorvariedbytheCompanyatageneralmeeting,willexpireatthenextannualgeneralmeetingoftheCompany.

OrdinaryResolution6:ProposedGrantingofOptionstoNgKokHeng

TheOrdinaryResolution6,ifpassed,willenabletheCompanytoofferandgranttoNgKokHeng,theChiefExecutiveOfficeroftheCompany,optionstosubscribeforXOXsharesandifsuchoptionsareacceptedandexercised,toallotandissuesuchnumberofXOXsharesasmayberequiredtobeissuedtohimundertheCompany’sShareIssuanceScheme(“SIS”)approvedbytheshareholdersattheExtraordinaryGeneralmeetingheldon30March2015,inaccordancewiththeprovisionsoftheBy-LawsgoverningtheSIS(asmaybeamended,variedorsupplementedfromtimetotime).

STATEMENTACCOMPANYINGNOTICEOFANNUALGENERALMEETING

TheDirectorswhoare standing for re-electionat the Fifth (5th)AnnualGeneralMeetingof theCompanyare:

(i) Dato’SeriAbdulAzimbinMohdZabidi Article84 (OrdinaryResolution1)

(ii) FaidzanbinHassan Article84 (OrdinaryResolution2)

TheprofileoftheaboveDirectorsaresetoutonpages3to4oftheAnnualReport2015.ThedetailsoftheinterestoftheaboveDirectorsinthesecuritiesoftheCompanyoritsrelatedcorporationsaredisclosedintheDirectorsreportonpage39oftheaforesaidAnnualReport.

The details of the Directors’ attendance for BoardMeetings are disclosed in the Statement onCorporateGovernanceonpage19oftheAnnualReport2015.

TheFifth(5th)AnnualGeneralMeetingoftheCompanywillbeheldatInspireI&II,FoodTreeCafé(underOnlyWorldGroup),No.10,JalanPelukisU1/46,KawasanPerindustrianTemasya,ShahAlam,SelangorDarulEhsanonThursday,3December2015at9.00a.m.


XOX BHD (900384-X)FORM OF PROXY (Before completing this form please refer to the notes below) I / We (Full Name in Block Letters) NRIC No. / Passport No. / Company No. of being a member of XOX BHD, hereby appoint

NRIC No. / Passport of and/or NRIC No. / Passport No. of

My/Our Proxy(ies) is/are to vote as indicate below :-

As Special Business :-

(Please indicate with a “√” in the space provided on how you wish your vote to be cast. If no specific direction as to voting is given, the proxy will vote or abstain at his/her discretion) Dated this day of , 2015.

Signature/Common Seal of Member

NOTES: 1. A member entitled to attend and vote at the Meeting is entitled to appoint a maximum of two (2) proxies to attend and vote in his/her

stead. A proxy may but need not be a member of the Company. The provision of Section 149(1)(b) of the Act shall not apply to the Company.

2. Where a member appoints more than one proxy to attend the same meeting, the appointment shall be invalid unless he/she specifies the proportion of his/her holdings to be represented by each proxy.

3. Where a member of the Company is an exempt authorised nominee defined under the Central Depositories Act which is exempted from compliance with the provision of subsection 25A(1) of the Central Depositories Act which holds ordinary shares in the Company for multiple beneficial owners in one Securities Account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

4. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing or, if the appointer is a corporation, either under its Common Seal or signed by attorney so authorised.

5. The Form of Proxy must be deposited at the Registered Office of the Company at Suite 10.03, Level 10, The Gardens South Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur not less than 48 hours before the time set for holding the meeting or any adjournment thereof.

6.

The proportions of my/our holdings to be represented by my/our proxies are as follows:-

No. of Shares: …………… Percentage : ……………….%

No. of Shares: …………… Percentage : ……………….%

or failing him/her, the CHAIRMAN OF THE MEETING as my/our proxy to vote for me/us on my/our behalf at the Fifth (5th) Annual General Meeting of the Company to be held at Inspire I & II, Food Tree Café (under Only World Group), No. 10, Jalan Pelukis U1/46, Kawasan Perindustrian Temasya, Shah Alam, Selangor Darul Ehsan on Thursday, 3 December 2015 at 9.00 a.m. or at any adjournment thereof.

Ordinary ResolutionsResolutionsNo. For Against

To re-elect Dato’ Seri Abdul Azim bin Mohd Zabidi as Director

To re-elect Faidzan bin Hassan as Director.

To re-appoint Messrs UHY as Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration.

To approve the ordinary resolution pursuant to Section 132D of the Companies Act, 1965.

To approve the Proposed Shareholders’ Mandate.To approve the Proposed Granting of Options to Ng Kok Heng.

1.2.3.

4.5.6.

NUMBER OF SHARES HELD CDS ACCOUNT NO.

First Proxy

Second Proxy

For the purpose of determining members’ eligibility to attend this meeting, only members whose names appear in the Record of Depositors as at 26 November 2015 shall be entitled to attend this meeting or appoint proxy(ies) to attend and/or vote on his/her behalf.

Affix Stamp

THE COMPANY SECRETARY

XOX BHD (900384-X)

Suite 10.03, Level 10, The Gardens South Tower

Mid Valley City, Lingkaran Syed Putra

59200 Kuala Lumpur

Documents

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