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12-May-13 Nguyen Canh Duong (22189467)

Contents

1.0

INTRODUCTION

This report explores the credit appraisal of a public listed company in the main board of Bursa Malaysia, Top Glove Berhad. Top Glove Berhad intents to expand its production capacity by building a new facility, which would include a new plant, fittings and machineries. The new facility is expected to cost the company RM20.0 million and would take 2 years to complete and commission. having said that, analysis has been carried out to determine the eligibility of Top Glove Berhad for the loan as requested. This credit appraisal report analyse its financial performance for the past 3 years as well as the 6 Cs of credit evaluation, which include character, captial, capacity, collateral, conditions and compliance.

2.0

COMPANY PROFILE
2.1 Company: TOP GLOVE CORPORATION BHD

Established in 1991 with only one factory and three production lines, Top Glove has since grown by leaps and bounds to become the world's largest rubber glove manufacturer. t was listed on the Malaysian bourse, Bursa Saham Kuala Lumpur on 27 March 2001. In a short span of slightly more than a year, on 16 May 2002, Top Glove Corporation Berhad's listing was successfully promoted from the Second Board to the Main Market of the Kuala Lumpur Stock Exchange. (Top Glove has a shareholder fund of RM1.28 billion or USD409.7 million with an annual turnover of about RM2.31 billion or USD740.6 million as at financial year ended 31 August 2012. It is also one of the component stocks of the FTSE Bursa Malaysia ("FBM") Mid 70 Index, FBM Top 100 Index and FBM Emas Index with a market capitalization of RM3.67 billion or USD1.20 billion as at 09 April 2013.) In line with its objective of capturing a larger share in the world market, the company has undertaken a rapid expansion of its capacity. Its manufacturing facilities which spread across Malaysia, Thailand and China grew from 5 in 2001 to 24 presently. Top Glove exports to approximately 1,800 customers in over 185 countries through its sales and marketing offices in Malaysia, the United States and Germany.

2.2 2.3 2.4

Date of incorporation 27 March 2001 Duration of existence 23 years (1991-present) Objects of the company

To produce consistently high quality gloves with efficient low cost. To earn 2 healthy dollars and spend 1 efficient dollar. To strive to be the Worlds leading manufacturer with exellent quality glove products and services that enrich protect human lives.

2.5 2.6

The business of the company manufacturing rubber glove manufacturer The organizational structure

2.7

Capital structure 2.71 Authorized capital: RM400 million or USD106.8 million

2.72 Paid up Capital: RM309,788,481

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2.8

Board of Directors, Position and Shareholding

Tan Sri Lim Wee Chai- Chairman of Top Glove Corporation Berhad. 2001. served as the President of the Malaysian Rubber Glove Manufacturers Association (MARGMA) from 1997-1999. Prior to that, he served as the Vice-President, Honorary Secretary and Treasurer of MARGMA for the past seven years. Awards 2008. The BrandLaureate Brand Icons Leadership Award 2011 Outstanding American Alumnus Award of Malaysia in 2012. was also the Director of the Association of Malaysia Medical was elected as a Council Member of the Federation of appointed as Council Member of The East Asia Business prestigious accolade Master and Country Entrepreneur of Entrepreneur of the Year at the Asia Pacific Entrepreneurship Industries (AMMI) and Board Member of the Malaysia Rubber Board in 1998 and 1999. Malaysian Manufacturers (FMM) in 2010 and in 2011, Council (EABC) by the Minister of International Trade and Industry Malaysia. Malaysia for the Year, by Ernst and Young in 2004 graduated with a Bachelor of Science Degree with Honours in Obtained his Master of Business Administration in 1985 from Aged 54 was appointed as the Chairman of Top Glove founder of Top Glove Group of Companies which was

Physics in 1982 from University Malaya. Sul Ross State University in Texas, United States. Corporation Bhd on 4 September 2000. established in 1991 and was listed on Bursa Malaysia Securities Berhad on 27 March

Tan Sri Dato Seri Arshad Bin Ayub- Independent Non-Executive Director

Diploma in Agriculture from College of Agriculture, Serdang, Selangor in 1954. Bachelor of Science (Hons.) Economics and Statistics from University of Wales, Aberystwyth, United Kingdom in 1958 obtained a postgraduate Diploma in Business Administration from Management Development Institute (IMEDE), Lausanne, Switzerland in 1964.
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Deputy Governor of Bank Negara Malaysia (1975 1977) Deputy Director General in the Economics Planning Unit of the Prime Ministers Department (1977 1978) Secretary General in the Ministry of Primary Industries (1978) Ministry of Agriculture (1979 1981) and Ministry of Land and Regional Development (1981 1983). Member of Justice Haruns Salaries Commission for statutory bodies.. Chairman of PFM Capital Holdings Sdn Bhd and Zalaraz Sdn Bhd (a family company)

Tan Sri Dato Dr. Lin See Yan- Independent Non-Executive Director graduated from the University of Malaya in Singapore; subsequently received three postgraduate degrees from Harvard University, including a PhD in Economics; also professionally qualified in UK as a Chartered Statistician; and he is also Fellow of The Royal Statistical Society (London), IMF Institute (Washington DC), an US Eisenhower Fellow, Professor of the Economics (Adjunct) at Universiti Utara Malaysia, and Professor of the Business & International Finance (Adjunct) at Universiti Malaysia Sabah. Is an independent strategic and financial consultant and a British Chartered Scientist. Chairman/President and CEO of Pacific Bank Group Deputy Governor of Bank Negara Malaysia Member of the Prime Ministers Economic Council Working Group Member of a number of key National Committees on Higher Education; and Economic Advisor, Associated Chinese Chambers of Commerce and Industry of Malaysia. sits on the Boards of several public listed companies in Malaysia including Fraser & Neave Holdings Berhad

Lee Kim Meow- Managing Director

Bachelor of Commerce Degree from the University of New South Wales, Australia, majoring in Accounting, Finance and Information System, and a Bachelor of Law Degree from the University of London, U.K.

15 years in established financial institutions and with a well known conglomerate with diversified interest in the Asean region. board member of the Malaysian Rubber Board (MRB) and the Tun Abdul Razak Research Centre (TARRC) from 2010 to 2011. immediate past President of the Malaysian Rubber Glove Manufacturers Association (MARGMA) currently, the Secretary General of the Asean Rubber Glove Manufacturers Association (ARGMA) also served as a Board member of the Malaysian Rubber Export Promotion Council (MREPC) since 2002.

Puan Sri Tong Siew Bee- Executive Director Bachelor of Science Degree with Honours in Computer Science from University Sains Malaysia, Penang in 1983 and later obtained her Master of Business Administration from Sul Ross State University, Texas, USA in 1985. banking industry in the information technology field for more than ten (10) years. She was formerly attached to United Overseas Bank Berhad and Utama Bank Berhad. pouse of Tan Sri Lim Wee Chai and sister-inlaw of Mr Lim Hooi Sin, both are the Directors and Substantial Shareholders of the Company. Lim Hooi Sin- Executive Director Bachelor of Science Degree in Management Science from Oklahoma State University, USA in 1985, Master of Business Administration Degree (Minor in Applied Statistic) from Arizona State University, USA in 1986 and Charter Financial Consultant Diploma from American College, PA, USA in 1990. fourteen (14) years of his career with MetLife Financial Services, one of the largest insurance & financial services company in the US.

was a Management Trainee, Associate Branch Manager, Regional Marketing Specialist, Agency Director and Director of Asian Market. Director of AAAA (Arizona Asian American Association). Founder of TG Medical USA, Inc. in 1994 with vast experiences in the United States glove market. Lim Cheong Guan- Executive Director Graduated from University of Malaya with a Bachelor Degree in Accounting in 1990. member of Malaysian Institute of Accountants and Malaysian Institute of Certified Public Accountants. began his career with Price Waterhouse in 1990 and subsequently held various key positions in a number of public listed companies in Malaysia, which the business activities spanned over manufacturing, plantation, trading and property development. Currently, Mr Lim is also a Director of Malaysian Investor Relations Association Berhad (MIRA) and Advisor to the Management Committee of Top Glove Foundation. Sekarajasekaran a/l Arasaratnam- Independent Non-Executive Director Diploma in Civil Engineering in 1951 from Technical College, Kuala Lumpur. passed the Membership Examination of the Institution of Civil Engineers (ICE), United Kingdom. graduated with a Diploma in Public Health Engineering from the Imperial College of Science & Technology, United Kingdom in 1968. was with the Public Works Department as the Technical Assistant of Waterworks until 1959 Assistant Resident Engineer, Executive Engineer and Waterworks Engineer from 1960 to 1966. Ministry of Health in 1968 as a Senior Public Health Engineer and was promoted to Chief Public Health Engineer in 1972. In 1980, he was the Director of Engineering Services, a position he held until 1983.

Lim Han Boon- Independent Non-Executive Director An accountant by profession and is currently managing his own business.
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Eld various senior positions in a few companies listed on the Main Market and ACE Market of Bursa Malaysia Securities Berhad. As more than twenty (20) years of experience in areas of transport and maritime logistics industry having worked for Kontena Nasional Berhad, Kannaltec Berhad, Northport Malaysia Berhad and NCB Holdings Berhad.

A member of the Malaysian Institute of Accountants, the Chartered Management Institute, United Kingdom, fellow of the Association of Chartered Certified Accountants, United Kingdom

holds a Master of Business Administration Degree from the University of South Australia, Australia. attended the Harvard Business School Senior Management Development Program. A committee member of Outsourcing Malaysia, a Chapter of PIKOM, the National ICT Association.

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2.9

Senior Management

2.10 Bankers and Auditors

The external auditors are Messrs. Ernst & Young and Messrs. William C.H. Tan Major Bankers: Ambank Berhad Malayan Banking Berhad

3.0 The Financial Performance

Financial highlights

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***Details at appendix 1 & 2

4.0 The Proposed Project

4.1 The proposed project
In order to meet the rapidly growing demand from international market, Top Glove Corporation Bhd aims to expand its production capacity by building a new facility, which would include a new plant, fittings and machineries. The new facility is expected to cost the Top Glove Corporation Bhd RM20.0 million and would take 2 years to complete and commission.

4.2 Location: Jln Teratai, 6th Miles, Off Jln Meru, 41050, Klang, Selangor
D.E. Malaysia. Title no: Lot no : NC 12345 4968
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Mukim: Land area: Ownership: Land condition: Encumberances:

Damansara 1.2 hectare free hold commercial NO

4.3

Description of proposed project site:

The project site was acquired by Top Glove Corporation Bhd in 2010. Expressway, LDP, Kulala Lumpur Shah Alam Expressway (KESAS), Federal highway. Highly.The project is called Factory 11. following the success of the project site, Top Glove Corporation Bhd is confident that this will be another success, bringing in employment opportunity for the locals and improving living standard in the region as well. It is strtegically located. Flat land, close to Subang Skypark Terminal, Sime Darby Medical Centre Ara Damansara. Easily accessible from major highway North Klang Valley

5.0 Capital & Financials

5.1 Total cost of project:
Total cost of Factory 11 includes only land refinishing and construction cost as the land has been acquired earlier as mentioned in 4.3. Following is the cost breakdown:

Categories Material Labour

Proportion (%) 60% 40%

RM 12,000,000 8,000,000

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No. 1

Items

Unit (no.)

Cost (RM) 14,000,000

Construction of 1 main buildings

2 Total

Miscellaneous

6,000,000 20,000,000

Therefore, the estimated total cost is RM 12,500,000 and should not exceed this amount.

5.2 Financing of proposed project: 70% equity, 30% debt

No. 1 2 % of financing Equity Financing Debt Financing Proportion of Financing (RM) 14,000,000 6,000,000

5.3

Returns from proposed project

**note: project has 2 phases. Each will cost RM10,000,000

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6.0 Capacity
6.1 Repayment of loan (6.5%)

http://dailycalculators.com/npv-calculator

6.2 6.3

Tenure of loan: 7 years Sources of repayment:

Payment streaming from Top Glove as well as the revenue streaming project itself.

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7.0 Collateral
7.1 Collateral offered
Top Glove To increase the bank confidence that the loand will be paid as promised. Corporation Berhad uses its other operating project to pledge as collateral. Top Glove Factory 4. Address: Lot 5987, Jln Teratai, 5th Miles, Off Jln Meru, 41050, Klang, Selangor D.E. Malaysia.

7.2 Value of collateral: RM 12 million 7.3 Loan to Value: 1:2 7.4 State encumberances (if any): NA. Loan obtained to acquire
Factory 4 has been fully paid.

8.0 Conditions
8.1 External conditions (economic)
The Malaysian economy is clearly on track to achieve high income and advanced nation status by 2020. Real GDP grew 5.6% in 2012, surpassed consensus forecasts of a little over 5.0% and the Treasury's 2013 Budget forecast of between 4.5 - 5.0%. Bank Negara Governor Tan Sri Dr Zeti Akhtar Aziz expects growth to be sustained on the back of higher domestic demand and an improvement on the exports front as the global economy recovers. Zeti said private investments were expected to grow 15.6% this year, led by investments in the services sector while private consumption growth would remain firm at 7.1% backed by income growth and stable employment prospects. Despite the ongoing economic crisis in Europe, the demand for rubber glove has remained intact. The healthcare sector continues to be resilient as gloves are deemed as basic necessities. There are still steady demand even from Europe and boundless new opportunities available to the industry, particularly in emerging markets. Demand is set to increase about 8% to 10% annually as the healthcare standards in these markets improve. This is evidently reflected in the increased trend in total healthcare expenditure as a percentage of Gross Domestic Product (GDP) in several countries. The United States, which is the largest glove importer, has been seeing an uptrend in total healthcare expenditure
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as a percentage of GDP since 2000. The United States healthcare reform will spend more on healthcare, both per capita and as a share of GDP, than any other country in the world. According to the World Health Organization, total healthcare expenditure in the United States was 16.2% of its GDP in 2009, the highest in the world. The United Kingdom and major European countries with healthcare spending of an average of 10.1% of GDP are experiencing similar trends, and it is expected that other countries would raise their hygiene standards eventually. Rising standards of living in Brazil, China and India with healthcare spending of 9.0%, 4.6% and 4.2% respectively have posted an increasing healthcare spending trend. These figures reflect tremendous strong growth opportunities for the rubber glove industry.

8.2

Internal conditions: Top Glove has been rated

For the financial year ended 31 August 2012, the Group recorded revenue and net profit of RM2.3 billion and RM207.3 million respectively. These represent a 13% increase in revenue and 80% increase in net profit over the results recorded in the preceding financial year. The Group had on 14 June 2012 declared an interim single tier dividend of 7 sen per share amounting to RM43.3 million in conjunction with the financial results announcement for the third quarter ended 31 May 2012. Payment of the interim dividend was made on 19 July 2012. On a full year dividend basis, the 16 sen per share represents an increase of 45% over last years dividend of 11 sen per share and a total dividend payment ratio of approximately 50%. Research and development (R&D) is a cornerstone for the success of our business. We invest considerable resources into developing new products and services which are market and customer driven. The research and development process is driven by teams of R&D employees, focused on consistently producing high quality gloves at efficient low cost. By March 2035, we will set up an advanced R&D center based at factory number 25, which is currently under construction.

9.0 Compliance Issues

The Board currently comprises nine (9) members, made up of five (5) Executive Directors including the Chairman and Managing Director and four (4) Independent Non-Executive Directors. The roles of the Chairman and the Managing Director are distinct and separate so as to ensure balance of power and authority. The composition reflects a balance of Executive Directors and Non-Executive Directors (including Independent Non-Executive Directors)
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such that no individual or small group of individuals can dominate the Boards decision making. A brief description of the background of each Director is presented on pages 8 to 12 of this Annual Report. The Board has identified Mr. Sekarajasekaran a/l Arasaratnam as the Senior Independent NonExecutive Director of the Board to whom concerns may be conveyed where it could be inappropriate for the concerns to be dealt with by the Chairman and Managing Director The Chairman is primarily responsible for the orderly conduct of the Board Meetings and ensure effectiveness of the Board and the Managing Director will assist the Chairman in the effectiveness of implementation of Board policies, making operational decisions and monitoring the day-to-day running of the business, including defining the limits of the managements responsibilities. The Executive Directors are responsible for the day-to-day operations of the Group whereby operational issues and problems are discussed, major transactions and matters relating to the Group are reviewed and also to formulate operational strategies. The Non-Executive Directors are to deliberate and discuss policies and strategies formulated and proposed by the management with the view of the long-term interests of all Stakeholders. They contributed to the formulation of policies, and decision-making using their expertise and experience. They also provide guidance and promote professionalism to the management. The Independent Non-Executive Directors fulfill a pivotal role in corporate accountability; providing independent and unbiased view, advice and judgement to ensure a balanced and unbiased decision making process to ensure that the long term interests of all Stakeholders and the community are well protected. Clear demarcation of duties, responsibilities and authority are being practiced by the Board.

10.0Justification for the loan

Character
The board of directors are very experienced in the industry as well as their own respective field. Besides, they are very well known and repectable figures in the industry as much as in the world in the country.

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Capital
Top Glove Corporation has shown that they are committed and capable by providing 70% of the project which is equivalent of RM14,000,000. The loan of RM6,000,000 only makes up the remaining 30%. In addition, the project forecasts a positive NVP of RM404,660.76 indicating the project is profitable. It addtion, it is assume that the IRR of 6.85% is inflated and not a good indicator because the cost of land is not taken in the calculation. It was acquired in 2010.

Capacity
The pay-off date is on June 2020. The loan is payable monthly for 7 years. By studying the groups revenue generated from the project and equity in hand, the loan seems payable by Top Glove Corporation Berhad and is not likely to default.

Collateral
The Top Glove Factory 4 offered by Top Glove Corporation Berhad as collateral is eligible and not own by any other entities. Besides, the value of the collateral is sufficient. Loan to value is 1:2.

Conditions
The companys performance is somewhat independent on the national economy as its export activities is significant. Having said that, the national economy is also performing well as mentioned earlier. Thus, growth prospect of the company is positive.

Compliance (above mentioned)

11.0Loan Decision and Loan structuring

All the 6 Cs requirements have been fulfilled based on the evaluation done above, thus the loan of RM6,000,000 should be approved under these terms and conditions. Periodic payment of RM89,097 Interest Rate: 6.5% Loan period: 7 years Scheduled number payments: 84 (monthly basis ) If Top Glove Corporation follows closely to these terms and conditions, it is almost certain that they would settlet this loan within the agreed time frame of 7 years and this would benefit
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the bank. Top Glove Corporation Berhad is also a good company and has a strong credit record (no default). Thus, it has high creditworthiness.

12.0Conclusions
The loan is approved as the company has low risk of default based on the information studied. The indicators examined seem to provide enough comfort for the loan for the loan and this would be a benefit.

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Appendix 1 : Income Statements 2012, 2011,2010

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Appendix 2: Financial Positions year end 2012, 2011, 2010

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