Mega Sun City Holdings Berhad - Annual Report 2017 (Final - Bursa)

ANNUAL
REPORT 2017
MEGA SUN CITY HOLDINGS BERHAD (640850-U)
CONTENTS
Notice of Annual General Meeting 2
Statement Accompanying Notice of Annual General Meeting 6
Statement To Shareholders 7
Corporate Information 16
Corporate Profile 17
Corporate Structure 18
Management’s Discussion And Analysis 19
Statement on Corporate Governance 21
Audit Committee Report 30
Statement on Risk Management and Internal Control 34
Sustainbility Statement 36
Profile of Directors 38
Directors’ Report 42
Statement by Directors 47
Statutory Declaration 47
Independent Auditors’ Report to the Members of
Mega Sun City Holdings Berhad 48
Statements of Financial Position 54
Statements of Profit or Loss and Other Comprehensive Income 55
Statements of Changes in Equity 56
Statements of Cash Flows 60
Notes to the Financial Statements 62
List of Properties 119
Analysis of Shareholdings 120
Analysis of Warrantholdings 122
Proxy Form
MEGA SUN CITY HOLDINGS BERHAD (640850-U) • ANNUAL REPORT 2017
NOTICE OF ANNUAL GENERAL MEETING (cont’d)
NOTICE IS HEREBY GIVEN that the Fourteenth Annual General Meeting of the Company will be held at Room
1, Level 1, Vistana Hotel, 213, Jalan Bukit Gambir, Bukit Jambul, 11950 Penang on Thursday, 28 June 2018 at
12.30 p.m. for the following purposes:-
AGENDA
1. To receive the Audited Financial Statements of the Company for the financial year ended Please refer to
31 December 2017 together with the Reports of the Directors and Auditors thereon. Note A
As Ordinary Business
2. To approve the payment of Directors’ fees of RM140,000.00 for the financial year ended Ordinary
31 December 2017. Resolution 1
3. To re-elect Dato’ Sri Lee Hock Seng retiring under the provision of Article 101 of the Ordinary
Articles of Association of the Company, and who, being eligible, has offered himself for Resolution 2
re-election.
4. To re-elect Dato’ Yow Mooi Sin retiring under the provision of Article 101 of the Articles Ordinary
of Association of the Company, and who, being eligible, has offered himself for re- Resolution 3
election.
5. To re-appoint Messrs UHY as Auditors of the Company and to authorise the Directors Ordinary
to fix their remuneration. Resolution 4
As Special Business
To consider and if thought fit, to pass with or without modifications the following resolutions:-
6. To approve the payment of Directors’ benefits in accordance with Section 230(1) of the Ordinary
Companies Act 2016 up to an amount of RM40,000.00 from 28 June 2018 until next Resolution 5
Annual General Meeting of the Company.
7. Authority to Issue Shares
“THAT pursuant to Sections 75 and 76 of the Companies Act 2016, the Articles of
Association of the Company and approvals from Bursa Malaysia Securities Berhad
(“Bursa Securities”) and other relevant governmental/regulatory authorities where such
authority shall be necessary, the Board of Directors be and is hereby authorised to issue
and allot shares in the Company from time to time until the conclusion of the next
Annual General Meeting and upon such terms and conditions and for such purposes
as the Board of Directors may, in their absolute discretion, deem fit provided that the
aggregate number of shares to be issued shall not exceed ten per centum (10%) of the
total number of issued shares (excluding treasury shares) of the Company for the time
being, and that the Board of Directors be and is also empowered to obtain the approval Ordinary
for the listing of and quotation for the additional shares so issued on Bursa Securities.” Resolution 6
8. Share Buy-Back Authority

“THAT subject to the provisions under the Companies Act 2016 (“the Act”), the
Companies Regulations 1966, the Memorandum and Articles of Association of the
Company, Bursa Malaysia Securities Berhad (“Bursa Securities”) ACE Market Listing
Requirements and the approvals of all relevant authorities (if any), the Company be
and is hereby authorised to purchase such number of ordinary shares in the Company
(“MEGASUN”) as may be determined by the Directors of the Company from time to
time through Bursa Securities upon such terms and conditions as the Directors may deem
fit and expedient in the interest of the Company provided that the aggregate number of
shares purchased pursuant to this resolution shall not exceed ten per centum (10%) of
the total number of issued shares of the Company as at the point of purchase (“Share
Buy-Back Authority”).
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8. Share Buy-Back Authority (Cont’d)

THAT the maximum amount of funds to be utilised for the purpose of the Share Buy-
Back Authority shall not exceed the Company’s retained profits.
THAT authority be and is hereby given to the Directors of the Company to decide at their
discretion as may be permitted and prescribed by the Act and/or any prevailing laws,
rules, regulations, orders, guidelines and requirements issued by the relevant authorities
for the time being in force to deal with any MEGASUN Shares so purchased by the
Company in the following manner:-
(i) the MEGASUN Shares so purchased could be cancelled; or

(ii) the MEGASUN Shares so purchased could be retained as treasury shares for
distribution as share dividends to the shareholders of the Company and/or resold
through Bursa Securities in accordance with the relevant rules of Bursa Securities
and/or be cancelled subsequently; or
(iii) combination of (i) and (ii) above.
THAT the authority conferred by this resolution will be effective immediately from the
passing of this ordinary resolution until:-
(i) the conclusion of the next annual general meeting of the Company following the
general meeting at which such resolution was passed, at which time the authority
would lapse unless renewed by ordinary resolution, either unconditionally or
conditionally; or
(ii) the passing of the date on which the next annual general meeting of the Company is
required by law to be held; or
(iii) the authority is revoked or varied by resolution of the shareholders of the Company
in a general meeting;
whichever occurs first.
And THAT the Directors of the Company be and are authorised to take such steps
to give full effect to the Share Buy-Back Authority with full power to assent to any
conditions, modifications, variations and/or amendments as may be imposed by the
relevant authorities and/or to do all such acts and things as the Directors may deem fit Ordinary
and expedient in the best interest of the Company.” Resolution 7
9. To transact any other business of which due notice shall have been given in accordance
with the Companies Act 2016.
By Order of the Board
CHEW SIEW CHENG (MAICSA 7019191)

CHUA HOOI YEE (MAICSA 7064181)
Company Secretaries
Date: 30 April 2018
Penang
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Note A
This Agenda item is meant for discussion only as the provision of Sections 248(2) and 340(1)(a) of the Companies
Act, 2016 does not require a formal approval of the shareholders and hence is not put forward for voting.
Notes:
1. A member of the Company entitled to attend and vote at a meeting shall be entitled to appoint not more than
two (2) persons as his proxies to attend and vote. A proxy need not be a member. There shall be no restrictions
as to the qualification of the proxy. If a member appoints two (2) proxies, the appointments shall be invalid
unless he specifies the proportions of his holdings to be represented by each proxy. A proxy appointed shall
exercise all or any of his rights to attend, participate, speak and vote at a meeting of the Company.
2. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central
Depositors) Act 1991, it may appoint not more than two (2) proxies in respect of each securities account it
holds in ordinary shares of the Company standing to the credit of the said securities account.
3. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the
Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to
the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account
it holds.
4. The instrument appointing a proxy or proxies shall be in writing, executed by or on behalf of the appointor.
In the case of a corporate member, the instrument appointing a proxy must be either under its common seal
or under the hand of its officer or attorney duly authorised.
5. The instrument appointing a proxy or proxies must be deposited at the Company’s Registered Office at Suite
A, Level 9, Wawasan Open University, 54, Jalan Sultan Ahmad Shah, 10050 Georgetown, Penang at least 48
hours before the time for holding the Meeting or any adjournments thereof.
6. Only members registered in the Record of Depositors as at 21 June 2018 shall be eligible to attend the
Meeting or appoint a proxy to attend and vote on his behalf.
Explanatory Notes on Special Business

(i) To approve the payment of Directors’ benefits
The proposed Ordinary Resolution 5, if passed, will authorise the payment of the Directors’ benefits in
accordance with Section 230(1) of the Companies Act 2016 of up to RM40,000.00 from 28 June 2018 until
the next Annual General Meeting of the Company.
(ii) Authority to Issue Shares
This general mandate for issue of shares (“the Mandate”) was sought for in the preceding year and the Board
did not carry out the Mandate since the last Annual General Meeting (“AGM”) of the Company until the
latest practicable date before the printing of this Annual Report. As the Mandate will expire on 28 June 2018,
the Board is desirous of seeking a fresh general mandate at the forthcoming AGM.
The Mandate will provide flexibility to the Company for any possible fund raising activities, including but
not limited to placing of shares, for the purpose of funding further investment project(s), working capital
and/or acquisition.
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Explanatory Notes on Special Business (cont’d)
(ii) Authority to Issue Shares (cont’d)
This proposed Ordinary Resolution 6, if passed, will empower the Directors of the Company to issue and allot
shares in the Company up to an amount not exceeding 10% of the total number of issued shares (excluding
treasury shares) of the Company for the time being for such purposes as the Directors consider would be in
the best interest of the Company. This Authority will, unless revoked or varied by the Company in general
meeting, expire at the next Annual General Meeting of the Company.
(iii) Share Buy-Back Authority
The proposed Ordinary Resolution 7 if passed, will allow the Company to purchase its own shares. The total
number of shares purchased shall not exceed 10% of the total number of issued shares of the Company. This
Authority will, unless revoked or varied by the Company in general meeting, will expire at the next Annual
General Meeting of the Company.
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STATEMENT ACCOMPANYING NOTICE OF

ANNUAL GENERAL MEETING
Statement Accompanying Notice of Annual General Meeting pursuant to Rule 8.29(2) of the Bursa
Malaysia Securities Berhad ACE Market Listing Requirements
There are no individuals who are standing for election as Director (excluding Directors standing for re-election)
at the forthcoming Annual General Meeting.
General Mandate for issue of securities pursuant to Rule 6.04(3) of the Bursa Malaysia Securities Berhad
ACE Market Listing Requirements
This general mandate for issue of shares (“the Mandate”) was sought for in the preceding year and the Board
did not carry out the Mandate since the last Annual General Meeting (“AGM”) of the Company until the latest
practicable date before the printing of this Annual Report. As the Mandate will expire on 28 June 2018, the Board
is desirous of seeking a fresh general mandate at the forthcoming AGM.
The Mandate will provide flexibility to the Company for any possible fund raising activities, including but not
limited to placing of shares, for the purpose of funding further investment project(s), working capital and/or
acquisition.
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STATEMENT TO SHAREHOLDERS
IN RELATION TO THE PROPOSED AUTHORITY FOR SHARE BUY-BACK BY THE COMPANY OF UP TO TEN PER CENTUM
(10%) OF ITS TOTAL NUMBER OF ISSUED SHARES (“PROPOSED SHARE BUY-BACK AUTHORITY”)
This Statement is important and requires your immediate attention. If you are in any doubt as to the course of
action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional
advisers immediately.
Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no responsibility for the contents of this Statement,
makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for
any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Statement. This
Statement has not been perused by Bursa Securities before its issuance.
1. INTRODUCTION

On 27 April 2018, the Company announced that it proposed to seek authority from its shareholders to purchase
shares of the Company up to a maximum of ten per centum (10%) of the total number of issued shares of the
Company through the Bursa Securities pursuant to Section 127 of the Companies Act 2016 (“the Act”) at the
forthcoming Annual General Meeting (“AGM”) to be held on 28 June 2018.
The purpose of this Statement is to provide the shareholders with information on the Proposed Share Buy-
Back Authority and to seek the shareholders’ approval for the ordinary resolution relating to the Proposed
Share Buy-Back Authority under agenda 8 of the Notice of the AGM in this Annual Report of the Company
for the financial year ended 31 December 2017 to be tabled at the forthcoming AGM.
2. DETAILS OF THE PROPOSED SHARE BUY-BACK AUTHORITY
The Board of the Directors (“the Board”) proposes to seek approval from its shareholders for authorisation
to enable the Company to purchase and/or hold as treasury shares in aggregate of up to ten percent (10%) of
the total number of issued shares of the Company at any point in time through stockbroker(s) to be appointed
by the Company.

As at 18 April 2018, the total number of issued shares of the Company is represented by 219,385,450
ordinary shares, equivalent to RM41,583,434. Hence, the maximum number of shares may be purchased by
the Company will be 21,938,545 ordinary shares.
The approval from the shareholders for the Proposed Share Buy-Back Authority will be effective immediately
upon the passing of the ordinary resolution for the Proposed Share Buy-Back Authority until:
(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company following the general
meeting at which such resolution was passed, at which time it will lapse, unless by resolution passed at
a general meeting, the authority is renewed; or
(b) the expiration of the period within which the next AGM after that date is required by law to be held; or
(c) revoked or varied by ordinary resolution passed by the shareholders of the Company in general meeting;
whichever occurs first.
In accordance with the ACE Market Listing Requirements of Bursa Securities (“the MMLR”), the Proposed
Share Buy-Back Authority must be made wholly out of retained profits of the listed company. The maximum
amount of funds to be allocated for the Proposed Share Buy-Back Authority will be subject to the retained
profits of the Company. The actual number of shares which may be purchased and the timing of the purchase(s)
will depend on, inter-alia, the market conditions, the availability of retained earnings and financial resources
of the Company as well as the Bursa Securities’ requirement to maintain the necessary shareholding spread.
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STATEMENT TO SHAREHOLDERS (cont’d)

2. DETAILS OF THE PROPOSED SHARE BUY-BACK AUTHORITY (cont’d)
Based on the Company’s latest audited financial statements for the financial year ended 31 December 2017,
the retained profits of the Company amounted to RM19,553,369 and the net profit for the Group attributable
to the shareholders was RM3,740,604.
The funding of the Proposed Share Buy-Back Authority will be through internally generated funds and/or
bank borrowings, the proportion of which will depend on the quantum of purchase consideration as well as
the availability of any internally generated funds and borrowings and repayment capabilities of the Group
at the time of purchase(s). As such, the funding is not expected to have a negative bearing on the cashflow
position of the Group.
The amount of funds to be utilised for the Proposed Share Buy-Back Authority will only be determined later
depending on the actual number of the Company’s shares to be purchased, the availability of funds at the
time of purchase(s) and other relevant cost factors.
Pursuant to the Listing Requirements, the Company may only purchase its own shares on Bursa Securities at
a price which is not more than 15% above the weighted average market price for the shares for the five (5)
market days immediately before the date of the purchase. The Company may only resell the purchased shares
held as treasury shares on Bursa Securities at:-
(a) a price which is not less than the weighted average market price for the shares for the five (5) market
days immediately before the resale; or
(b) a discounted price of not more than five percent (5%) to the weighted average market price for the shares
for the five (5) market days immediately before the resale provided that:-
(i) the resale takes place no earlier than thirty (30) days from the date of purchase; and
(ii) the resale price is not less than the cost of purchase of the shares being resold.
Pursuant to the provisions of Section 127(4) of the Act, the Directors may deal with the shares in the following
manner:-
(i) cancel the shares so purchased;

(ii) retain the shares so purchased in treasury, which may be distributed as share dividends to the
shareholders and/or be resold on Bursa Securities in accordance with the relevant rules of Bursa
Securities and/or be transferred for the purposes of an employees’ share scheme and/or be transferred
as purchase consideration and/or be cancelled subsequently and/or be sold, transferred or otherwise
be used for such purposes of the Minister may by order prescribe; or
(iii) retain part of the shares so purchased as treasury shares and cancel the remainder.
While the purchased shares are held as treasury shares, the rights attached to them as to attending meetings,
voting, receiving dividends and participation in other distributions whether cash or otherwise shall not be
conferred to the holder of such treasury shares and the treasury shares shall not be taken into account in
calculating the number or percentage of shares or of a class of shares in the Company for any purpose
including substantial shareholdings, take-overs, notices, the requisitioning of meetings, the quorum for a
meeting and the result of a vote on a resolution at a meeting.
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2. DETAILS OF THE PROPOSED SHARE BUY-BACK AUTHORITY (cont’d)
The Proposed Share Buy-Back Authority will enable the Company to utilise its financial resources not required
for immediate use, to fund the purchase of its shares. In addition, it is expected to help stabilise the market
price as well as the supply and demand of the Company’s shares, which is expected to enhance investors’
confidence in the performance of the price of the Company’s shares. All things being equal, the Proposed
Share Buy-Back Authority, whether the Company’s shares to be purchased are maintained as treasury shares
or cancelled, will improve the Earnings Per Share (“EPS”) of the Company due to the reduction in the number
of shares used for the purpose of computing EPS. This in turn, may have a positive impact on the market
price of shares. If the purchased shares are held as treasury shares, they could be resold with the intention of
realising a potential gain and/or distributed as share dividends to reward the shareholders of the Company.
In the event the treasury shares are distributed as share dividends to shareholders, it will serve as a reward to
shareholders of the Company.
4. POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED SHARE BUY-BACK

AUTHORITY
The potential advantages of the Proposed Share Buy-Back Authority to the Company and its shareholders are
outlined in Section 3 of this Statement.
The potential disadvantages of the Proposed Share Buy-Back Authority to the Company or its shareholders
are as follows:-
(i) the Proposed Share Buy-Back Authority, if implemented, would reduce the financial resources of the
Group and may result in the Group foregoing better investment opportunities that may emerge in future;
and
(ii) the Proposed Share Buy-Back Authority may also reduce the amount of resources available for the
payment of cash dividends to shareholders of the Company.
However the financial resources of the Group may increase pursuant to the resale of the purchased shares
held as treasury shares at prices higher than the purchase price. In that regard, the Company would buy
back the shares only after the Directors have given due consideration to the potential impact on the Group’s
earnings and financial position and the Directors are of the opinion that it would be in the interests of the
Company and the minority shareholders to do so.
5. FINANCIAL EFFECTS OF THE PROPOSED SHARE BUY-BACK AUTHORITY
5.1 Share Capital
The effect of the Proposed Share Buy-Back Authority on the number of issued shares of the Company
will depend on whether purchased shares are cancelled or retained as treasury shares. The Proposed
Share Buy-Back Authority will result in a reduction in the number of issued shares of the Company if
the purchased shares are cancelled.
In the event the Proposed Share Buy-Back Authority is implemented in full and all the purchased shares
are subsequently cancelled, the proforma effects on the total number of issued shares of the Company as
at 18 April 2018, are as follows:-
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5. FINANCIAL EFFECTS OF THE PROPOSED SHARE BUY-BACK AUTHORITY (CONT’D)
5.1 Share Capital (Cont’d)
Number of Shares
Existing number of issued shares as at 18 April 2018 219,385,450
Cancellation of purchased shares (21,938,545)
Resultant number of issued shares upon completion of the
Proposed Share Buy-Back Authority 197,446,905
However, the Proposed Share Buy-Back Authority will have no effect on the number of issued shares
of the Company if all the purchased shares are to be retained as treasury shares, resold or distributed to
the shareholders.
5.2 Net Assets per Share
The Proposed Share Buy-Back Authority may increase or decrease the Net Assets (“NA”) per Share
depending on the purchase price(s) of the shares bought back. The NA per share will increase if the
purchase price is less than the NA per share and will decrease if the purchase price exceeds the NA per
share at the time when the shares are purchased.
In the event the purchased shares which are retained as treasury shares are resold, the NA of the Group
will increase or decrease depending on whether a gain or a loss is realised upon the resale. The quantum
of the increase or decrease in NA will depend on the actual disposal price and the number of the purchased
shares, retained as treasury shares, which are resold.
5.3 Working Capital
The Proposed Share Buy-Back Authority will reduce the working capital of the Group, the quantum of
which depends on the actual purchase price and number of shares purchased. However, it is not expected
to have a material adverse effect on the working capital of the Group. If purchased shares are treated
as treasury shares and subsequently resold on Bursa Securities, the working capital of the Group will
increase if the Company realized a gain from the resale.
5.4 EPS
The effect of the Proposed Share Buy-Back Authority on the EPS of the Company is dependent on, inter-
alia, the actual number of the shares bought back and the purchase prices of the shares and the effective
funding cost to the Company.
Assuming that the purchased shares are retained as treasury shares and resold, the EPS will increase
if the selling price is higher than the cost of the shares purchased and the interest foregone or interest
expense incurred on the purchased shares. If the purchased shares are cancelled, the EPS will increase
provided that the income foregone and interest expense incurred on the purchased shares is less than the
EPS before the Proposed Share Buy-Back Authority.
The effective reduction in the number of shares in the computation of the consolidated EPS pursuant to
the Proposed Share Buy-Back Authority may generally, all other things remaining equal, have a positive
impact on the consolidated EPS of the Company for the financial year in which the shares are purchased.
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5. FINANCIAL EFFECTS OF THE PROPOSED SHARE BUY-BACK AUTHORITY (CONT’D)
5.5 Dividends
Assuming the Proposed Share Buy-Back Authority is implemented in full, dividends will be paid on the
remaining number of shares of the Company (excluding the shares already purchased). The Proposed
Share Buy-Back Authority will not have a material impact on the Company’s dividend for the financial
year ending 31 December 2018.
6. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS
The effects of the Proposed Share Buy-Back Authority on the shareholdings of the directors and substantial
shareholders based on the Company’s Registers of Directors’ Shareholdings and Substantial Shareholders as
at 18 April 2018 are as follows:-
(i) Directors
Before the Proposed Share Buy-Back After the Proposed Share Buy-Back
Authority Authority Assuming 10% of the share
capital is purchased and cancelled
Direct Indirect Direct Indirect
Name of No. of No. of No. of No. of
Directors shares % shares % shares % shares %
Chan Foo Weng - - - - - - - -
Dato’ Sri Lee Hock 16,000,000 7.29 - - 16,000,000 8.10 - -
Seng
Dato’ Liang Chee 8,027,350 3.66 - - 8,027,350 4.07 - -

Fong
Dato’ Tan Hwa Cheng 7,388,100 3.37 - - 7,388,100 3.74 - -
Tan Wooi Chuon - - - - - - - -
Wong Tiong Haw 2,582,892 1.18 - - 2,582,892 1.31 - -
Dato’ Yow Mooi Sin 8,000,000 3.65 - - 8,000,000 4.05 - -
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6. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS (CONT’D)
ii) Substantial Shareholders
After the Proposed Share Buy-Back

Before the Proposed Share Buy-Back Authority Assuming 10% of the share
Authority capital is purchased and cancelled
Direct Indirect Direct Indirect
Name of
Substantial No. of No. of No. of No. of
Shareholders shares % shares % shares % shares %
Dato’ Sri Lee Hock 16,000,000 7.29 - - 16,000,000 8.10 - -
Seng
Success Tower Sdn. 58,051,658 26.46 - - 58,051,658 29.40 - -

Bhd.
Puncak Jaya 27,147,500 12.37 - - 27,147,500 13.75 - -

Konsortium Sdn. Bhd.
Vantage Corporate - - 58,051,658+ 26.46 - - 58,051,658+ 29.40

Services Limited
Koh Soo Teng 200,000 0.09 58,051,658+ 26.46 200,000 0.10 58,051,658+ 29.40
Summit Consulting - - 58,051,658+ 26.46 - - 58,051,658+ 29.40
Limited
+Deemed interest through Success Tower Sdn. Bhd.
7. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED WITH

DIRECTORS AND MAJOR SHAREHOLDERS
Save for the changes in percentage of shareholdings and/or voting of the Shareholders resulting from the
Proposed Share Buy-Back Authority, none of the Directors and Substantial Shareholders has any interest,
direct or indirect, in the Proposed Share Buy-Back Authority and, if any, the resale of treasury shares. In
addition, in so far as the Directors are aware, none of the persons connected to the Directors and Substantial
Shareholders has any interest, direct or indirect, in the Proposed Share Buy-Back Authority and, if any, in
the resale of treasury shares.
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8. HISTORICAL SHARE PRICE OF THE COMPANY
The monthly highest and lowest closing price of shares as traded on Bursa Securities for the past twelve (12)
months are as follows:
Year 2017/2018 High (RM) Low (RM)

2017
April 0.44 0.37
May 0.43 0.38
June 0.40 0.34
July 0.34 0.28
August 0.29 0.25
September 0.28 0.25
October 0.28 0.24
November 0.26 0.20
December 0.24 0.20
2018
January 0.23 0.19
February 0.21 0.175
March 0.21 0.18
(Source : KLSE I3investor)
The last transacted price of shares on 18 April 2018 being the latest practicable date prior to the printing of
this Statement was RM0.165
9. IMPLICATIONS OF THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 2010
Under Malaysian Code on Take-Overs and Mergers 2010 (“the Code”), a director and any person acting
in concert with him or a relevant shareholder will be required to make a mandatory general offer for the
remaining ordinary shares of the Company not already owned by him/them if his/their stake in the Company
is increased to beyond 33% or if his/their existing shareholdings is between 33% and 50% and increases by
another 2% in any subsequent 6 months’ period.
Notwithstanding the above, such person and any person acting in concert may make an application to the
Securities Commission for an exemption from a mandatory general offer under Paragraph 24.1 of Practice
Note 9 of the Code.
As at the date of this Statement, the Company has yet to decide on the percentage of its own shares to be
purchased pursuant to the Proposed Share Buy-Back Authority. In any case, it is not the intention of the
Company to cause any shareholder to trigger an obligation to undertake a mandatory general offer under the
Code and the Company will be mindful of the above implications of the Code in making any purchase of its
own shares under the Proposed Share Buy-Back Authority.
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10. PURCHASE, RESALE AND CANCELLATION OF SHARES MADE IN THE LAST TWELVE
MONTHS
The Company did not purchase its own shares previously and as such, there were no resale or cancellation of
any treasury shares in the past twelve (12) months preceding the date of this Statement.
11. PUBLIC SHAREHOLDING SPREAD
As at 18 April 2018, the public shareholding spread of the Company was approximately 41.93%. The public
shareholding spread is expected to be reduced to approximately 35.48% assuming the Proposed Share Buy-
Back Authority is implemented in full and all the shares so purchased are cancelled. In this regard, the Board
undertakes that the purchase of shares will be conducted in compliance with the 25% public shareholding
spread as required by the ACE Market Listing Requirement.
12. APPROVAL REQUIRED
The Proposed Share Buy-Back Authority is subject to the approval of the shareholders of Company at the
forthcoming AGM of the Company to be convened or at any adjournment thereof. Save for the approval of
the shareholders of the Company, there are no other approvals required.
13. DIRECTORS’ RECOMMENDATION
The Directors, having considered all aspects of the Proposed Share Buy-Back Authority, are of the opinion
that the Proposed Share Buy-Back Authority is in the best interest of the Company. Accordingly, the Directors
recommend that the shareholders vote in favour of the Ordinary Resolution pertaining to the Proposed Share
Buy-Back Authority to be tabled at the forthcoming AGM of the Company.
14. FURTHER INFORMATION
Shareholders are advised to refer to Appendix I of this Statement for further information.
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APPENDIX I
FURTHER INFORMATION
1. DIRECTORS’ RESPONSIBILITY STATEMENT
This Statement has been seen and approved by the Directors of the Company and they collectively and
individually accept full responsibility for the accuracy of the information given in this Statement and confirm
that after having made all reasonable enquiries and to the best of their knowledge, information and belief,
there are no other facts the omission of which would make any statement in this Statement misleading.
2. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents are available for inspection at the Registered Office of the Company,
during normal business hours on any week day (except public holidays) from the date of this Statement up
to and including the date of the forthcoming AGM:
(a) The Constitution of the Company; and
(b) Audited financial statements of the Company for the two (2) financial years ended 31 December 2016
and 31 December 2017 and the unaudited quarterly results for the 4th quarter ended 31 December 2017.
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CORPORATE INFORMATION
BOARD OF DIRECTORS
DATO’ SRI LEE HOCK SENG TAN WOOI CHUON
Executive Chairman Independent Non-Executive Director
DATO’ LIANG CHEE FONG WONG TIONG HAW
Managing Director Independent Non-Executive Director
YOW MOOI SIN CHAN FOO WENG
Chief Finance Director Independent Non-Executive Director
DATO’ TAN HWA CHENG
Executive Director
AUDIT COMMITTEE REGISTERED OFFICE

Chairman SUITE A, LEVEL 9,
TAN WOOI CHUON WAWASAN OPEN UNIVERSITY,
54, JALAN SULTAN AHMAD SHAH,
Members 10050 GEORGETOWN, PENANG.
WONG TIONG HAW TEL : 04-2296 318
CHAN FOO WENG FAX : 04-2282 118
NOMINATION COMMITTEE SHARE REGISTRAR

Chairman TRICOR INVESTOR & ISSUING HOUSE
WONG TIONG HAW SERVICES SDN BHD
UNIT 32-01, LEVEL 32, TOWER A,
Members VERTICAL BUSINESS SUITE, AVENUE 3,
TAN WOOI CHUON BANGSAR SOUTH,
CHAN FOO WENG NO. 8, JALAN KERINCHI,
59200 KUALA LUMPUR
REMUNERATION COMMITTEE TEL : 03-2783 9299
FAX : 03-2783 9222
Chairman 284 2718
CHAN FOO WENG
PRINCIPAL BANKERS
Members
TAN WOOI CHUON PUBLIC BANK BERHAD
WONG TIONG HAW HONG LEONG BANK BERHAD
SECRETARIES STOCK EXCHANGE LISTING

CHEW SIEW CHENG (MAICSA 7019191) ACE MARKET OF
CHUA HOOI YEE (MAICSA 7064181) BURSA MALAYSIA SECURITIES BERHAD
AUDITORS WEBSITE
UHY (AF 1411) www.megasuncity.com
Chartered Accountants
16
CORPORATE PROFILE
Mega Sun City Holdings Berhad (“MEGA SUN” or “the Company”) group of companies (“MEGA SUN Group”
or “the Group”) was established in 1994. The Company was listed on the ACE Market of Bursa Malaysia
Securities Berhad (“Bursa Securities”) under the name of Equator Life Science Berhad on 25 May 2005. On 27
October 2011, Equator Life Science Berhad changed its name to Ideal Sun City Holdings Berhad. Subsequently
on 29 June 2016, the Company changed its name from Ideal Sun City Holdings Berhad to Mega Sun City
Holdings Berhad.
The principal activities of the Group comprise:
Project Management Services
The Group provides project management services for commercial and residential property development industries.
The full scope of project management services rendered by the Group include project design evaluation, project
value engineering and project construction management. Project design evaluation services evaluate the clients’
existing project design to increase the net saleable area of the project. Project value engineering services reduce
the construction costs and implementation time of the project. Project construction management services ensure
that the project’s objectives are met and implementation is smooth and timely.
Property Investment Holding
During the financial year ended 31 December 2014, the Group started the diversification of the business of
the Group into property investment holding with the purpose of diversifying its income stream from a solely
project services based income to include recurring income from the rental of properties. In conjunction with the
diversification, the Group has acquired and will continue to be on the lookout for properties with good rental yield
and potential appreciation in value from the long term perspective.
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CORPORATE STRUCTURE
MEGA PROPERTY BPO SDN BHD (938077-M)

Percentage of Equity Held: 100%
MEGA PROPERTY CONCEPT SDN BHD (426721-D)

MEGA SUN CONSORTIUM SDN BHD (939960-H)

MEGA CONCEPT BUILDERS SDN BHD (708815-M)

MEGA PROPERTY LEGACY SDN BHD (708816-H)

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OVERVIEW OF THE BUSINESS
Mega Sun City Holdings Berhad (“MEGASUN” or “the Group”) is an investment holding company that is
primarily involved in the project management services and property investment assets are mainly focus on
northern region of Peninsular Malaysia.
STRATEGIC OBJECTIVES
As part of the Group’s efforts to ensure sustainable operations so that it can consistently reward stakeholders with
value added returns including high quality products, it continues to adopt near and long-term strategies.
OPERATING ENVIRONMENT
The year 2017 was marked by a strong resurgence in global growth, with the global economy recording its
highest growth rate since 2011 at 3.7% (2016: 3.2%). The pickup in economic growth was broad-based across
the advanced and emerging market economies. Growth in the advanced economies, was driven mainly by
robust investment activity amidst stronger domestic demand, while the political uncertainties that had remained
throughout 2017 had little impact on the year’s growth trajectory. On the Asian front, growth momentum was
sustained by the recovery in global trade and anchored by strong domestic demand. In line with the robust
turnaround in global growth, international financial markets performed strongly, while market volatility remained
low despite uncertainties surrounding geopolitical tensions.
Against this backdrop of broad-based global recovery and the relatively low volatility in the international financial
markets, the Malaysian economy turned in a strong performance in 2017. The domestic economy registered
robust growth of 5.9% (2016: 4.2%) on the back of faster expansion in both private and public sector spending.
Among the key highlights for 2017 was the rebound in gross exports growth as global demand strengthened.
This was mainly attributable to higher demand from major trading partners following the upturn in the global
technology cycle, the investment revival in the advanced economies and the improvements in commodity prices.
While real GDP growth was boosted by the external sector, domestic demand continued to anchor growth on the
back of strong private-sector expenditure.
The construction sector, however, recorded moderate growth of 6.7% (2016: 7.4%) in 2017. Growth came on
the back of activities in the civil engineering sub-sector that saw large petrochemical, transportation, and utility
projects making steady progress. The special trade subsector reaped the benefits of increased activity from projects
in the early stages of construction involving land clearing, piling and land reclamation works. In the residential
sub-sector, growth moderated in tandem with the record-high number of unsold residential properties. In the
non-residential sub-sector, growth was sustained by increased activity from mixed developments, industrial and
social projects such as theme parks and sports complexes. However, this was offset by the ongoing weakness in
the commercial segment due to an oversupply of office space and shopping complexes.
FINANCIAL REVIEW
The Group achieved a revenue of RM9.12 million for the financial year under review. This represents an decrease
of approximately 14% from the revenue of RM10.64 million reported for the previous financial year 2016 and the
Group reported a lower profit after tax of RM3.74 million for the financial year under review as compared to the
profit after tax of RM4.25 million recorded in the previous financial year 2016.
The total assets of the Group as at 31 December 2017 is at RM68.68 million which is an decrease of 1% as
compared to the total assets of RM69.20 million recorded in the previous financial year 2016.
The total liabilities of the Group as at 31 December 2017 is at RM4.86 million which is an decrease of 73% as
compared to the total liabilities of RM17.90 million recorded in the previous financial year 2016.
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MANAGEMENT’S DISCUSSION AND ANALYSIS
The net assets per share as at 31 December 2017 was RM0.23 compared to RM0.27 as at 31 December 2016
while the Group’s earnings per share for the financial year stands at 1.76 sen compared to 2.25 sen in the previous
financial year.
PROSPECT
In view of the prevailing sentiment in the property market and the general economy as a whole, it is expected
to be a challenging year ahead for the Group’s core business i.e. provision of project management services
for commercial and residential property development sectors. Nevertheless, the Group will continue to explore
business opportunities for the sustainable growth of the Group by venturing into central part of Peninsular
Malaysia.
As we move into a new financial year, with the project management services contracts on hand and potential new
contracts as well as the recurring income to be derived from the property investment holding business of the
Group, the Board is, barring unforeseen circumstances, cautiously optimistic of the financial performance of the
Group to remain satisfactory for the financial year ending 31 December 2018.
20
STATEMENT ON CORPORATE GOVERNANCE
The Board of Directors of MEGA SUN (“the Board”) is committed to ensuring that good corporate governance
practices are applied throughout the Group as a fundamental part of discharging its responsibilities to protect and
enhance shareholders’ value and to improve the Group’s financial performance.
With the introduction of the Malaysian Code on Corporate Governance 2017 (“MCCG 2017” or “the Code”) in
April 2017, the Board endeavours to adopt and apply, where practicable, the principles as set out in MCCG 2012
in its quest to enhance shareholders’ value.
The Board is pleased to provide the following statements, which outline the corporate governance practices that
were put in place throughout the financial year ended 31 December 2017, unless otherwise stated.
BOARD OF DIRECTORS
Roles and Responsibilities of the Board
The Board assumes full responsibility for the overall performance of the Group. The Board’s main responsibilities
comprise the following:
(a) Reviewing and ensuring the adequacy and soundness of the Group’s financial system, internal control
systems and management information system and that they are in compliance with the applicable standards,
laws and regulations;
(b) Identifying and implementing appropriate systems to manage principal risks. The Board undertakes this
responsibility through the Audit Committee;
(c) Reviewing and providing guidance on the Company’s and the Group’s annual budgets, development of risk
policies, major capital expenditures, acquisitions and disposals;
(d) Monitoring corporate performance and the conduct of the Group’s business and to ensure compliance with
best practices and principles of corporate governance;
(e) Appointing external auditors (subject to shareholders’ approval);
(f) Ensuring a transparent Board nomination and remuneration process including management, ensuring the
skills and experiences of the Directors are adequate for discharging their responsibilities whilst the caliber of
the Independent Non Executive Directors bring independent judgment in the decision making process;
(g) Approving all financial reports to be published and related stock exchange announcements;
(h) Monitoring other material reporting and external communications by the Group; and
(i) Considering and reviewing the social, ethical and environmental impact of the Group’s activities and
determining, monitoring and reviewing standards and policies to guide the Group in this regard.
The Board has delegated certain responsibilities to its Board Committees namely Audit Committee, Nomination
Committee and Remuneration Committee which operate within clearly defined terms of reference.
Directors’ Code of Ethics
The Directors are guided by the Code of Ethics for Company Directors issued by the Companies Commission of
Malaysia and also observe the Code of Ethics in discharging their duties.
21
STATEMENT ON CORPORATE GOVERNANCE (cont’d)
BOARD OF DIRECTORS (cont’d)
Board Composition and Independence
The Board consists of seven (7) members, comprising one (1) Executive Chairman, one (1) Managing Director,
one (1) Chief Finance Director, one (1) Executive Director and three (3) Independent Non-Executive Directors.
The Company is therefore in compliance with the ACE Market Listing Requirements (“AMLR”) on board
composition that at least two (2) directors or one third (1/3) of the board of directors of a listed issuer, whichever
is the higher, are independent directors.
The Board collectively has wide and varied financial, legal, technical, management and commercial experience
and consists of persons of high caliber and integrity. The composition of the Board reflects not only the broad
range of experience, skills and knowledge required to successfully direct and supervise the Group’s business
activities, but also the importance of independence in decision making at the Board level.
A brief profile of each Director is presented in the Profile of Directors section of this Annual Report.
The Independent Non-Executive Directors do not participate in the day-to-day management of the Group and
they have no business or other relationship with the Group which could be perceived to materially interfere with
their exercise of independent judgment. The Independent Non-Executive Directors remain in a position to fulfil
their responsibilities to provide check and balance to the Board.
The Principle A - Establish Clear Roles and Responsibilities, II Board Composition of the Code states that the
Board should establish a policy formalising its approach to boardroom diversity. The Board has no immediate
plan to implement a gender diversity policy or target as it is of the view that Board membership is dependent on
each candidate’s skills, experience, core competencies and other qualities regardless of gender.
The roles of the Chairman and Chief Executive Officer are held by two (2) different Directors, namely the Executive
Chairman and the Managing Director respectively. The Principle A - Establish Clear Roles and Responsibilities,
I Board Responsibilities of the Code stipulates that the positions of chairman and chief executive officer should
be held by different individuals, Accordingly, the Company is in compliance with the Code that the positions of
the Chairman and Chief Executive Officer are held by different individuals. Furthermore, the Board which has a
strong element of Independent Non-Executive Directors is sufficient to ensure appropriate balance of power and
authority on the Board.
The appointment of a Senior Independent Non-Executive Director to whom concerns may be conveyed has not
been made, given that the Board is open for full deliberation of all matters submitted to the Board or shareholders’
meetings. In addition, the Board has strong independent elements within the Board in the form of the Independent
Non-Executive Directors. Accordingly, the Board does not consider it necessary at this juncture to identify a
Senior Independent Non-Executive Director.
Board Charter
The Board recognises the importance of formalising a Board Charter, which has been approved and adopted by the
Board, so as to provide reference for the Directors in relation to the Board’s roles, powers, duties, responsibilities
and functions.
22
Board Meetings
The Board is satisfied with the level of time commitment given by the Directors towards fulfilling their roles and
responsibilities. This is evidenced by the attendance records of the Directors at the Board meetings.
The Board of Directors meets regularly at least four (4) times a year with due notice of matters to be discussed
and records its deliberation and conclusion in discharging its duties and responsibilities. Additional meetings will
be convened as and when required. In the intervals between Board meetings, for exceptional matters requiring
urgent Board’s decision, Board’s approvals are sought via circular resolutions, which are supported with sufficient
information required to make an informed decision.
During the financial year ended 31 December 2017, the Board met five (5) times, where it deliberated and
considered various matters including the Group’s financial results, strategic decisions and direction of the Group.
Details of attendance of each Board member are as follows:
Directors Attendance
Dato’ Sri Lee Hock Seng 5/5
Dato’ Liang Chee Fong 5/5
Dato’ Yow Mooi Sin 5/5
Dato’ Tan Hwa Cheng 5/5
Tan Wooi Chuon 5/5
Wong Tiong Haw 5/5
Chan Foo Weng 5/5
To ensure that the Directors have the time to focus and fulfil their roles and responsibilities effectively and in
line with the AMLR, a Director of the Company must not hold directorships of more than five (5) public listed
companies and must be able to commit sufficient time to the Company.
Supply of Information
All Directors are provided with an agenda and a set of Board papers containing information relevant to the
business of the meeting, including information on financial, operational and corporate matters prior to Board
meetings. The Board papers are issued in sufficient time to enable the Directors to review, consider and deliberate
knowledgeably on the matters to be tabled.
The Chairman of the Audit Committee would brief the Board on any salient matters discussed at the Audit
Committee meetings and which require the Board’s notice or direction.
All Directors have access to the advice and services of the Company Secretary. The Company Secretary attends
all Board meetings and advises the Board on procedures, the requirements of the Company’s Memorandum and
Articles of Association, the Companies Act, 2016 and the AMLR. The Company Secretary also ensures that there
is good information flow within the Board.
The Board has also put in place a procedure for Directors, whether as a full Board or in their individual capacity,
to take independent professional advice at the Company’s expense, if necessary.
New Appointment, Re-appointment and Re-election of Directors
The Nomination Committee established by the Board is responsible for evaluating and nominating suitable
candidates to the Board to ensure proper Board composition and size as well as to fill vacant seats on Board
Committees.
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New Appointment, Re-appointment and Re-election of Directors (Cont’d)
The appointment of additional Director is made as and when it is deemed necessary by the existing Board upon
recommendation from the Nomination Committee with due consideration given to the mix of expertise and
experience required for an effective Board.
The Principle A - Establish Clear Roles and Responsibilities, II Board Composition of the MCCG 2017 states that
the tenure of an independent director should not exceed a cumulative term of nine (9) years. Upon completion
of the nine (9) years term, an independent director may continue to serve on the board subject to the director’s
re-designation as a non-independent director.
In line with this recommendation, the Nomination Committee has performed an annual review on the independency
of Independent Directors and there are no Independent Directors whose tenure exceeds a cumulative term of nine
(9) years in the Company.
In accordance with the Company’s Articles of Association, all Directors shall retire from office at least once in
every three (3) years, but shall be eligible for re-election.
The performance of the Directors who are subject to re-election at the forthcoming Annual General Meeting
(“AGM”) has been assessed by the Nomination Committee who has submitted their recommendation to the
Board for deliberation and approval.
The Board has determined that the performance of the Directors who are subject to re-election at the forthcoming
AGM have continued to demonstrate the necessary commitment to be fully effective members of the Board.
Hence, the Board unanimously recommends that the shareholders vote in favour of the re-election of the above
Directors at the forthcoming AGM.
Directors’ Training
The Board acknowledges the fact that continuous education is vital for the Board members to gain insight into
the state of economy, latest regulatory updates and management strategies. In compliance with the AMLR and the
relevant Guidance Note issued by Bursa Securities, all Directors have completed their Mandatory Accreditation
Programme prescribed by Bursa Securities.
The Directors receive updates on the latest industry trends and developments through participation in various
seminars/ forums/conferences, research/expert reports and trade publications as well as online research necessary
for them to discharge their duties and responsibilities effectively and diligently. The Board also reviewed and
assessed the training needs of the Directors especially on the changes of the various regulatory requirements from
time to time. In this regard, the Company Secretary is invited to brief the Board on the amendments to the AMLR,
the Companies Act, 2016 as well as other regulatory requirements. The external auditors of the Company also
update the Board on the latest developments on the accounting standards on an on-going basis for the Directors
to keep abreast with those changes in order for them to discharge their duties diligently.
The Directors have attended conferences, seminars and courses encompassing various topics which include the
following:
• 2018 Budget Updates and Recent Development on Tax
Committees Established by the Board
The Board delegates specific responsibilities to three (3) Committees namely Audit Committee, Nomination
Committee and Remuneration Committee. All the Committees have clearly defined terms of reference and,
where applicable, comply with the recommendations of the Code. The Board receives reports of the Committee’s
24
Committees Established by the Board (Cont’d)
(a) Audit Committee
The Audit Committee comprises entirely Independent Non-Executive Directors. The members and the roles
and functions of the Audit Committee are set out in details under the Audit Committee Report in this Annual
Report.
(b) Nomination Committee
In compliance with the Malaysian Code on Corporate Governance 2000, the Board has established the
Nomination Committee on 25 May 2005.
The Nomination Committee comprises exclusively Independent Non-Executive Directors and the members
of the Nomination Committee are as follows:
• Wong Tiong Ha w - Chairman

• Tan Wooi Chuon - Member
• Chan Foo Weng - Member
The Nomination Committee is responsible for identifying and recommending to the Board suitable nominees
for appointment. The Nomination Committee will consider the required mix of skills and core competencies
of its members in order to discharge its responsibilities in an effective manner. The Board shall, with the
assistance of the Nomination Committee, look into the required mix of skills from time to time in order to
identify candidates with the requisite qualification and experience who will complement the Board and be of
contribution to the Group.
The Nomination Committee shall meet as and when a need arises for the Committee to perform its functions,
and at least once every year in carrying out the annual review of the Board, its Committees and the contribution
of individual Directors to the Group.
(c) Remuneration Committee
In compliance with the Malaysian Code on Corporate Governance 2000, the Board has established the
Remuneration Committee on 25 May 2005.
The Remuneration Committee comprises the following members who are all Non-Executive Directors which
is in compliance with the recommendation by the MCCG 2017 that the remuneration committee should
consist exclusively or a majority of non-executive directors and a majority of them must be independent
Directors:
• Chan Foo Weng - Chairman

• Tan Wooi Chuon - Member
• Wong Tiong Haw - Member
The Remuneration Committee’s primary responsibility is to review and recommend to the Board the
remuneration of the Executive Directors in all its forms, drawing advice from experts if necessary. The
Directors do not participate in decisions on their own remuneration. The individual Non-Executive Directors
concerned shall abstain from all discussions pertaining to their remuneration packages.
The details of the Directors’ remuneration for the financial year ended 31 December 2017 are disclosed in
Note 21 to the financial statements. The number of Directors whose remunerations fall within the following
bands are set out below:
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Directors’ Remuneration (Cont’d)
Number of Directors
Range of remuneration Executive Non-Executive Total
RM50,001 to RM100,000 - 3 3
RM100,001 to RM150,000 1 - 1
RM150,001 to RM200,000 1 - 1
RM200,001 to RM250,000 2 - 2
Total 4 3 7
INVESTORS RELATIONS AND SHAREHOLDERS COMMUNICATION
The Group appreciates feedback from its valued shareholders and consistent with this, it is the intention of the
Board that the shareholders are well informed of the latest developments that have an impact on the Group.
The various channels of communication with the shareholders are as follows:
• the Annual Report;

• the AGM;
• the various disclosures and announcements made to Bursa Securities;
• the Company website, namely www.megasuncity.com
The AGM is an important forum where communications with shareholders are effectively conducted. Shareholders
will be notified of the meeting together with a copy of the Company’s Annual Report at least twenty eight (28)
days before the meeting. The Board will ensure that each item of special businesses included in the notices of
the AGM or extraordinary general meeting is accompanied by a full explanation of the effects of the proposed
resolution.
The Chairman and the Board members are prepared to respond to all queries and undertake to provide sufficient
clarification on issues and concerns raised by the shareholders. The external auditors are also present to provide
their professional and independent clarification, if required, on issues highlighted by the shareholders. Status of
all resolutions proposed at general meetings is submitted to Bursa Securities at the end of the meeting day.
With effect from 1 July 2016, all resolutions set out in the notice of general meetings will be carried out by poll
voting. The Board makes an announcement of the detailed results showing the number of votes cast for and
against each resolution at general meetings for shareholders’ information.
CORPORATE SOCIAL RESPONSIBILITY STATEMENT
The Group undertakes various programmes to play its part in contributing to the welfare of the society and
communities in the environment it operates. Corporate Social Responsibility (“CSR”) activities undertaken by
the Group include the following:
Workplace
Safety is our top priority at work. We strive to improve our workplace to ensure that all our employees’ and
stakeholders’ safety and health are duly protected at work. Further, the Group conducts annual review on the
employee welfares, and provides relevant on-job training and coaching, and encourages open communication
within the organisation for continuous improvement.
26
CORPORATE SOCIAL RESPONSIBILITY STATEMENT (cont’d)
Community
The Group continues its social roles to support the communities by contributing to several needy and charitable
organisations. Employees are supported and encouraged to participate actively in social works and community
services.
In addition, the Group is mindful to be inclusive in its recruitment. The recruitment criteria for our workforce is
principally dependent on the nature of the work and the requisite skills for it.
As at 31 December 2017, the breakdown of our employees is as follows:
Age range 20 - 30 30 - 40 40 - 50 50 - 60
Gender Male Female Male Female Male Female Male Female
Executive
- Chinese - - 23% 10% 47% 5% 5% -
Non-executive
- Malay - 5% - - - - - -
- Chinese - - 5% - - - - -
Total - 10% 28% 10% 47% 5% 5% -
ACCOUNTABILITY AND AUDIT
Compliance with Applicable Financial Reporting Standards
It is the Board’s commitment to provide a balanced, clear and meaningful assessment of the financial position
and prospects of the Group in all the disclosures made to shareholders, investors and the regulatory authorities.
The Directors are responsible to ensure that the financial statements are drawn up in accordance with the
requirements of the Companies Act, 2016, International Financial Reporting Standards and Malaysian Financial
Reporting Standards approved by the Malaysian Accounting Standards Board.
In presenting the financial statements, the Company has used appropriate accounting policies, consistently applied
and supported by reasonable judgments and estimates. The quarterly financial results are reviewed by the Audit
Committee and approved by the Board of Directors before releasing to Bursa Securities.
The Company’s and the Group’s financial statements for the financial year ended 31 December 2017 are set out
on pages 54 to 118 of this Annual Report.
Risk Management and Internal Controls
The Board has the overall responsibility for establishing a sound internal control system that covers effective and
efficient operations, compliance with laws and regulations and risk management. Its objective is to safeguard
shareholders’ investment and the Group’s assets apart from assuring financial controls.
Risk management is given equal priority by establishing policies to identify, evaluate and manage the Group’s
corporate risk profile and to mitigate any possible effects arising therefrom.
Detailed information on internal controls is set out in the Statement on Risk Management and Internal Control on
page 34 to 35 of this Annual Report.
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Relationship with Auditors
The Company has established a transparent and appropriate relationship with the Company’s auditors through the
Audit Committee to discuss their audit plan, audit findings and financial statements. Professional advices of the
auditors are sought to ensure compliance with the accounting standards. Annual appointment or re-appointment
of external auditors is via shareholders’ resolution at the AGM on the recommendation of the Board.
Directors’ Responsibility Statement
The Companies Act, 2016 requires that the Directors prepare financial statements for each financial year which
give a true and fair view of the state of affairs of the Group and of the Company as at end of the financial year
and of the results of the Group and of the Company for that period. In preparing the financial statements, the
Directors are required to:
• select suitable accounting policies and apply those policies consistently;

• make judgments and estimates that are reasonable and prudent;
• state whether applicable accounting standards have been complied with and to disclose and explain any
material departure in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Group or the Company will continue in business.
The Directors are responsible for keeping proper accounting records that show a true and fair view at any time
of the financial position of the Group and of the Company and which enable them to ensure that the financial
statements have been prepared in accordance with the provisions of the Companies Act, 2016 and in compliance
with the approved accounting standards in Malaysia. The Directors are also responsible for safeguarding the
assets of the Group and of the Company, and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
ADDITIONAL COMPLIANCE INFORMATION
(a) Share Buybacks
There was no share buyback during the financial year.
(b) Options, Warrants or Convertible Securities
During the financial year ended 31 December 2014, the Company issued 59,001,600 warrants, which are
exercisable at any time on or after 30 April 2014 for a period of five (5) years until the end of the tenure of
the warrants on 29 April 2019. Each warrant carries the right to subscribe for one (1) ordinary share of the
Company at the exercise price of RM0.10 per share. During the financial year ended 31 December 2017, a
total of 2,350,450 warrants were converted into 2,350,450 ordinary shares of the Company.
Save as aforesaid, no options or convertible securities were issued/exercised during the financial year ended
31 December 2017.
(c) Non-Audit Fees
Non-audit fees amounting to RM5,000 were paid to the external auditors during the financial year.
(d) Variance in Results, Profit Estimate or Forecast
There was no profit estimate or profit forecast announced by the Group for the financial year.
There was no variance between the Group’s audited profit after tax and the announced unaudited profit after
tax.
28
ADDITIONAL COMPLIANCE INFORMATION (cont’d)
(e) Profit Guarantee
There was no profit guarantee for the financial year ended 31 December 2017.
(f) Material Contracts
None of the Directors or major shareholders has entered into any material contract (not being contract entered
into in the ordinary course of business) with the Company and/or its subsidiaries during the financial year.
(g) Recurrent Related Party Transactions ( RRPTs )
RRPTs during the financial year are disclosed in Note 23 to the financial statements.
(h) Depository Receipt Programmes
The Company did not sponsor any Depository Receipt Programmes during the financial year.
(i) Sanctions and Penalties
There were no sanctions or penalties imposed on the Company or its Directors, subsidiaries or management
by Bursa Securities or Securities Commission during the financial year.
COMPLIANCE STATEMENT
The Board is satisfied that the Company has complied with the principles and recommendations of the Malaysian
Code of Corporate Governance 2017, except otherwise stated above.
This Statement on Corporate Governance is issued in accordance with a resolution of the Directors.
29
AUDIT COMMITTEE REPORT
COMPOSITION OF THE AUDIT COMMITTEE
The Audit Committee is appointed by the Board of Directors from amongst its members and consists of three (3)
members, who are all Independent Directors. The Audit Committee includes one (1) member of the Malaysian
Institute of Accountants.
The present members of the Audit Committee of the Company are:
• Tan Wooi Chuon (Chairman) - Independent Non-Executive Director

• Wong Tiong Haw - Independent Non-Executive Director
• Chan Foo Weng - Independent Non-Executive Director
MEETINGS OF THE AUDIT COMMITTEE
The Audit Committee met five (5) times during the financial year ended 31 December 2017 with due notice
issued, discussed and reviewed the quarterly and annual financial results and corporate proposals, and thereafter
recommended to the Board for approval. The details of the attendance of meetings and the summary of the
Audit Committee’s activities are disclosed on page 33 of this Annual Report. The Audit Committee may require
the attendance of any management staff from the Finance/Accounts Department or other departments deemed
necessary together with a representative from the external auditors. Upon the request of the external auditors, the
Chairman of the Audit Committee shall convene a meeting of the Committee to consider any matter the external
auditors believe should be brought to the attention of the Directors or shareholders. The Audit Committee has met
twice with the external auditors without the presence of the executive members of the Board during the financial
year ended 31 December 2017.
TERMS OF REFERENCE OF THE AUDIT COMMITTEE
Membership
The Audit Committee shall be appointed by the Board from amongst its Directors (except alternate directors)
which fulfils the following requirements:
(a) the audit committee must be composed of no fewer than 3 members of whom a majority must be independent
directors;
(b) all members of the audit committee should be non-executive directors and financially literate; and
(c) at least one (1) member of the audit committee:
(i) must be a member of the Malaysian Institute of Accountants; or
(ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years’ working
experience; and
• he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act,
1967; or
• he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of
the Accountants Act, 1967; or
(iii) fulfils such other requirements as prescribed or approved by the Bursa Malaysia Securities Berhad (“Bursa
Securities”).
30
AUDIT COMMITTEE REPORT (cont’d)
TERMS OF REFERENCE OF THE AUDIT COMMITTEE (cont’d)
Membership (Cont’d)
The Board shall, within three (3) months of a vacancy occurring in the Audit Committee which results in the
number of members reduced to below three (3), appoint such number of new members as may be required to
make up the minimum number of three (3) members.
The Board shall review the term of office and performance of the Audit Committee and each of its members at
least once every three (3) years.
Procedures of the Audit Committee Meetings
(a) The members of the Committee shall elect a Chairman from among their numbers who is an Independent
Director.
(b) The Company Secretary shall be the Secretary to the Committee. The Secretary shall circulate minutes of the
Committee meeting to all members of the Board.
(c) The Committee shall meet not less than four (4) times a year and report to the Board of Directors.
(d) Written notice of the meeting together with the agenda shall be given to the members of the Committee, the
external auditors and any other person invited to attend the meeting, where applicable.
(e) The quorum for meetings of the Committee shall be two (2) members and the majority of members present
shall be Independent Directors.
(f) A representative of the external auditors, the head of internal audit and the head of Finance/Accounts
Department should normally attend meetings. Any other Directors, employees and any other persons, where
applicable, shall attend any particular Committee meeting only at the Committee’s invitation, specific to the
relevant meeting.
(g) The Chairman shall convene a meeting of the Committee if requested to do so in writing by any member, the
management, or the internal or external auditors to consider any matters within the scope and responsibilities
of the Committee.
(h) The Committee should meet with the external auditors without executive Board members present at least
twice a year.
Rights of the Audit Committee
The Committee shall:
(a) have explicit authority to investigate any matter within its term of reference; (b) have the resources which
are required to perform its duties;
(c) have full and unrestricted access to any information pertaining to the Company;
(d) have direct communication channels with the external auditors and person(s) carrying out the internal audit
function or activity (if any);
(e) be able to obtain independent professional or other advice; and
(f) be able to convene meetings with the external auditors, the internal auditors or both, without the attendance
of other Directors and employees of the Company, whenever deemed necessary.
31
TERMS OF REFERENCE OF THE AUDIT COMMITTEE (cont’d)
Functions of the Audit Committee
The functions of the Audit Committee shall comprise the following:
(a) To review the following and report the same to the Board of Directors:
• with the external auditors, the audit plan;

• with the external auditors, their evaluation of the system of internal controls;
• with the external auditors, their audit report;
• the assistance given by the employees of the Company to the external auditors;
• the quarterly results and the year-end financial statements, prior to the approval by the Board of Directors,
focusing particularly on:
• changes in or implementation of major accounting policies;
• significant and unusual events;
• compliance with accounting standards and other legal requirements;
• any related party transactions and conflict of interest situation that may arise within the Company or the Group
including any transaction, procedure or course of conduct that raises questions of management integrity;
• any letter of resignation including the written explanations of the resignation from the external auditors of
the Company; and
• whether there is reason (supported by grounds) to believe that the Company’s external auditors are not
suitable for re-appointment.
(b) To do the following, in relation to the internal audit function:
(i) review the adequacy of the scope, functions, competency and resources of the internal audit function,
and that it has the necessary authority to carry out its work;
(ii) review the internal audit programme and results of the internal audit process and, where necessary,
ensure that appropriate actions are taken on the recommendations of the internal audit function;
(iii) review any appraisal or assessment of the performance of the members of internal audit function; (iv)
approve any appointment or termination of senior staff members of the internal audit function; and
(v) take cognizance of resignation of internal audit staff member and provide the resigning staff member an
opportunity to submit his reason of resignation.
(c) To recommend the nomination of a person or persons as external auditors and the external audit fee.
(d) To carry out other function that may be mutually agreed upon by the Committee and the Board that would be
beneficial to the Company.
(e) To verify the criteria for allocation of options, if any, pursuant to a share scheme for employees.
32
ATTENDANCE OF THE AUDIT COMMITTEE MEETINGS
The details of the attendance of each Audit Committee member in the Audit Committee meetings held during the
financial year ended 31 December 2017 are as follows:
Members Attendance
Tan Wooi Chuon 5/5
Wong Tiong Haw 5/5
Chan Foo Weng 5/5
ACTIVITIES UNDERTAKEN BY THE AUDIT COMMITTEE
The activities undertaken by the Audit Committee during the financial year ended 31 December 2017 include the
following:
(a) review the Group’s year-end audited financial statements presented by the external auditors and recommend
the same to the Board for approval;
(b) review the quarterly financial results and announcement;
(c) review the audit plan of the internal and external auditors;
(d) review related party transactions within the Group;
(e) review the effectiveness of the Group’s system of internal controls;
(f) review the Company’s compliance with the ACE Market Listing Requirements, the Companies Act, 2016,
approved Malaysian Financial Reporting Standards and other relevant legal and regulatory requirements;
and
(g) consider and recommend to the Board for approval the audit fees payable to internal and external auditors.
INTERNAL AUDIT FUNCTION
The Board acknowledges its responsibility for establishing a good system of internal controls for the Group.
Accordingly, the Board has appointed KFF Advisory Sdn Bhd as the internal auditors to assist the Group for
identifying and evaluating significant exposure to risks and assist the Group in establishing and maintaining
effective controls.
This Audit Committee Report is issued in accordance with a resolution of the Directors.
33
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
Pursuant to Para 15.26(b) of the ACE Market Listing Requirements (“AMLR”), the Board of Directors of MEGA
SUN is pleased to provide the following statement on risk management and internal control of the Group which
has been prepared in accordance with the Statement on Risk Management and Internal Control: Guidance for
Directors of Listed Issuers (“Internal Control Guidance”) issued by the Institute of Internal Auditors Malaysia
and adopted by Bursa Malaysia Securities Berhad (“Bursa Securities”).
RESPONSIBILITY FOR RISK AND INTERNAL CONTROL
The Board affirms its overall responsibility for the Group’s systems of internal controls and for reviewing
the adequacy and integrity of those systems. The Board and management are responsible and accountable for
maintaining a sound system of risk management and internal controls.
The Board continuously evaluates appropriate initiatives to strengthen the transparency and efficiency of
the Group’s operations taking into account the requirements for sound and appropriate internal controls and
management information systems within the Group. In view of the limitations that are inherent in any system
of internal controls, those systems are designed to manage rather than eliminate the risk of failure to achieve
business objectives, and can only provide reasonable and not absolute assurance against material misstatement
or loss.
This process has been in place throughout the financial year and up to the date of approval of the Annual Report.
The adequacy and effectiveness of this process are continually reviewed by the Board.
RISK MANAGEMENT
The Board and management believe that risk management is critical for the Group’s continued profitability and
enhancement of shareholders’ value. Thus, it is crucial to achieve a critical balance between risk incurred and
potential returns. Although no formal framework is established for risk assessment, potential risks are usually
discussed among Directors to assess the performance of the Group, identify new challenges resulting from the
changes in business development, industry and overall business environment and formulate appropriate action
plans. Accordingly, the Board has reviewed the effectiveness of the system of internal controls and confirms
that an ongoing process of identifying, evaluating and managing the Group’s risk has operated throughout the
financial year covered in this Annual Report.
INTERNAL AUDIT
The Board acknowledges the importance of internal audit function and has engaged the services of an independent
professional firm to provide much of the assurance it requires regarding the effectiveness as well as the adequacy
and integrity of the Group’s system of internal controls.
The internal auditors’ report to the Audit Committee highlights significant findings in respect of any non-
compliance and areas for improvement which will be subsequently followed up to determine the extent of the
recommendations that have been implemented.
The expenditure incurred for the internal audit function for the financial year ended 31 December 2017 was
RM15,000.
INTERNAL CONTROLS
Apart from risk management and internal audit, the Group has also put in place the following key elements of
internal controls:
34
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

(cont’d)
INTERNAL CONTROLS (cont’d)
• Certain responsibilities are delegated to the Board Committees with clearly defined terms of reference which
are reviewed periodically;
• An organisation structure with well-defined scopes of responsibility, clear lines of accountability and
appropriate levels of delegated authority;
• A process of hierarchical reporting which provides for a documented and auditable trail of accountability;
• Comprehensive and timely information provided to management, covering financial and operational
performance and key business indicators, for effective monitoring and decision making;
• A Code of Ethics is established for all employees, which defines the ethical standards and conduct of work
required;
• A Confidentiality Policy is established for the control and protection of confidential information used by the
Group to avoid leakage and improper use of such information;
• The Audit Committee reviews internal control issues identified by internal auditors, external auditors and
management, and evaluates the adequacy and effectiveness of the risk management and internal control
system; and
• Quarterly meetings of the Board of Directors are held to discuss quarterly financial results and issues that
warrant the Board’s attention.
Based on the internal auditors’ report for the financial year ended 31 December 2017, there is a reasonable
assurance that the Group’s systems of internal controls for the areas under review are generally adequate.
The Board is of the view that the system of internal controls and risk management is in place, sound and appear
to be working satisfactorily for the financial year under review, and up to the date of approval of this Statement
on Risk Management and Internal Control.
The Board has received assurance from the Managing Director and Chief Finance Director that the Group’s risk
management and internal control system are operating adequately and effectively, in all material aspects, based
on the risk management model adopted by the Group.
REVIEW OF THIS STATEMENT
As required by the AMLR, the external auditors have reviewed this Statement on Risk Management and Internal
Control for inclusion in the Annual Report for the financial year under review. Their review was performed in
accordance with Malaysian Approved Standard on Assurance Engagements, ISAE 3000, Assurance Engagements
other than Audits or Reviews of Historical Financial Information and Recommended Practice Guide 5 (Revised):
Guidance for Auditors on Engagements to Report on the Statement on Risk Management and Internal Control
Included in the Annual Report issued by the Malaysian Institute of Accountants. From the review conducted,
the external auditors have reported that nothing has come to their attention that might cause them to believe that
this Statement is not prepared, in all material aspects, in accordance with the disclosures required by the Internal
Control Guidance, nor is factually inaccurate.
This Statement on Risk Management and Internal Control is issued in accordance with a resolution of the
Directors.
35
SUSTAINABILITY STATEMENT
Sustainability has always been an integral part of the business of Mega Sun City Holdings Berhad and its
subsidiary companies (“MEGASUN or the Company”). Our sustainability efforts represent our commitment
towards maximising opportunities and efficiency to continuously operate as a profitable entity and to create long
term values to all stakeholders after taking into consideration the aspects of economic, environment and social.
We are taking progressive approach in our sustainability reporting. Our initial efforts to gauge and assess the
material sustainability issues have been derived from our on-going engagement with the external stakeholders
(customers, suppliers and communities) as well as from the meeting and discussion with our internal stakeholders
(employees and management). This inaugural statement focuses on highlighting certain important issues and the
setup of the Sustainability Working Group. More in-depth analysis on sustainable approaches and initiatives will
be discussed and disclosed in future sustainability reporting.
Governance Structure
Our Sustainability Working Group (“SWG”) was formed in 2018 to manage and implement our sustainability
efforts. The SWG, reporting to the Managing Director, is chaired by the Officer in Charge of SWG and supported
by the heads of operations, business group, finance, risk and human resources.
Roles :-
- Ensure consistent implementation of sustainability practices and standards

- Raising sustainability practices awareness amongst employees
- Continues stakeholders’ engagement
- Develop and monitor Group strategies and policies
Board of Directors
Board Audit Committee
Managing Director
Sustainability Working Group ("SWG")
Board of Directors
Head of Operations Head of Business Group
Head of Finance Head of Corporate Planning
Stakeholders’ Expectation
In the pursuit of sustainability, we believe managing stakeholders’ expectation is important in the conduct of
business. We continuously reach out to them in order to appreciate their concerns and to obtain feedback on our
jobs so we could improve on. It also provides opportunities for future potential collaborations. We therefore have
identified stakeholders that require most attention from FPI. We will undertake study to identify and explore
engagement channels and areas with these stakeholders. An assessment will also be carried out to prioritise the
following stakeholders based on the level of their influence and dependence on FPI.
• Board of Directors
• Customers
• Employees
• Suppliers
• Shareholders
• Government agencies / regulatory authorities
36
SUSTAINABILITY STATEMENT (cont’d)
Material Sustainability Matters
As a start, we have engaged our internal stakeholders to assess and identify material sustainability matters to
FPI. Through communications and dialogue sessions with our internal stakeholder representatives from various
divisions who are at the operation frontlines, we have identified the following sustainability matters that are
closely connected to all stakeholders.
• Customer satisfaction
• Property project services quality
• Responsible procurement
• Occupational safety and health
• Data privacy and security
• Corporate Governance
• Employee training, development and retention
• Resource optimisation (Environment)
• Contribution to Community
Relying upon the stakeholders’ expectation and the Company’s business strategy and from a business perspective,
In our future reporting, we will conduct an assessment to prioritise materiality of these sustainability matters that
are relevant to our key operations.
37
PROFILE OF DIRECTORS
Dato’ Sri Lee Hock Seng After completing his Secondary Education, Dato’ Sri Lee made a choice of
Executive Chairman not pursuing with Higher Tertiary Education but opted to join a local company
as a member of their sales team. Todate, he has accumulated over 25 years of
• Aged 47, Malaysian, Male experience in various industries with key strength in marketing and business
• Company director development where he has garnered multiple experiences and exposures in
• Appointed to the Board on local and internationally operated marketing and distribution companies.
26 October 2015 He is the founder and director of Alegria Corporation Sdn Bhd, a company
principally involved in water treatment products and holding a direct selling
license in Malaysia.
Dato’ Sri Lee is a substantial shareholder of the Company. Dato’ Sri Lee has
no directorships in other public companies.
Dato’ Sri Lee does not have any family relationship with any director and/or
major shareholder of the Company.
Dato’ Sri Lee does not have any conflict of interest with the Company and has
no convictions for any offences over the past 5 years. Please refer to page 120
to 123 of this Annual Report for his securities holding.
Dato’ Liang Chee Fong Dato’ Liang graduated with a Honours Degree in International Marketing and
Managing Director Economics from Coventry University in United Kingdom before he obtained
his MBA in General Business Management in Dublin, Ireland.
• Aged 45, Malaysian, Male
• Company director Dato’ Liang has more than 20 years’ experiences in local and foreign financial
• Appointed to the Board on institutions where he held multiple portfolios in commercial banks and equity
9 October 2015 investment banks. He also assumed advisory roles in investment, operations,
marketing and business development for multinational corporations and
manages several entrepreneurial operations prior to his involvement in the
Group’s operations.
Dato’ Liang is also an Non-Independent and Non-Executive Chairman of

Tatt Giap Group Berhad.
Dato’ Liang does not have any family relationship with any director and/or
Dato’ Liang does not have any conflict of interest with the Company and has
38
PROFILE OF DIRECTORS (cont’d)
Dato’ Yow Mooi Sin Dato’ Yow graduated with an Advanced Diploma in Accounting from TAR
Chief Finance Director College and obtained a professional qualification in accounting from the
Association of Chartered Certified Accountants.
• Aged 38, Malaysian, Male
• Company director Dato’ Yow started his career as an auditor and accountant in Das & Co., with
• Appointed to the Board on an accomplished career spanning 15 years in accounting, auditing and taxation
26 October 2015 advisory. He is presently in private sector as a managing partner specialising
in corporate and financial restructuring and management services.
Dato’ Yow has no directorships in other public companies.
Dato’ Yow does not have any family relationship with any director and/or
Dato’ Yow does not have any conflict of interest with the Company and has
Dato’ Tan Hwa Cheng After obtaining his Higher Diploma in Management Accounting, Dato’ Tan
Executive Director started his career as an accounts executive in a communication equipment
company and was later promoted to accounts manager. He later worked in
• Aged 47, Malaysian, Male several companies including as a property manager in a property management
• Company director company, sales and marketing manager and business development manager
• Appointed to the Board on in property development companies before he ventured into his own business.
23 September 2015 Presently he is an executive director of a company involved in property
development.
Dato’ Tan has no directorships in other public companies.
Dato’ Tan does not have any family relationship with any director and/or
Dato’ Tan does not have any conflict of interest with the Company and has no
convictions for any offences over the past 5 years. Please refer to page 120
39
Tan Wooi Chuon Mr. Tan has 4 years working experience in audit firm, 5 years working
Independent Non-Executive experience as finance manager in electronics manufacturing company, 4
Director years working experience as finance and MIS manager in consumer products
manufacturing company and 3 years working experience as group financial
• Aged 49, Malaysian, Male controller of a public company listed on the Nasdaq.
• Company director
• Appointed to the Board on Mr. Tan is presently an associate member of the Chartered Institute of
30 September 2010 Management Accountants UK, ACMA.
Mr. Tan is the Independent Non-Executive Director and Audit Committee

Chairman of Ideal United Bintang International Berhad and Ark Resource
Berhad, both are companies listed on Bursa Malaysia Securities Berhad.
Mr. Tan is the Chairman of the Audit Committee and Member of the
Nomination Committee and Remuneration Committee of the Company.
Mr. Tan does not have any family relationship with any director and/or major
shareholder of the Company.
Mr. Tan does not have any conflict of interest with the Company and has no
convictions for any offences over the past 5 years. Please refer to page 120 to
123 of this Annual Report for his securities holding.
Wong Tiong Haw Mr. Wong graduated with a Degree in Finance from Inti College where
Independent Non-Executive the Degree Program was affiliated to Hertfordshire University in United
Director Kingdom.
• Aged 31, Malaysian, Male After his graduation, Mr. Wong started his career as a personal sales banker
• Company director and later as a mortgage banker in the local banking sector. He is currently
• Appointed to the Board on working as a sales and marketing manager in a local company.
26 October 2015
Mr. Wong is the Chairman of the Nomination Committee and Member of the
Audit Committee and Remuneration Committee of the Company.
Mr. Wong has no directorships in other public companies.
Mr. Wong does not have any family relationship with any director and/or
Mr. Wong does not have any conflict of interest with the Company and has no
convictions for any offences over the past 5 years. Please refer to page 120 to
123 of this Annual Report for his securities holding.
40
Chan Foo Weng Mr. Chan graduated with a Bachelor of Science in Applied Accounting
Independent Non-Executive from Oxford Brookes University and he is a member of the Association of
Director Chartered Certified Accountants.
• Aged 30, Malaysian, Male Mr. Chan started his career as an audit assistant in PricewaterhouseCoopers
• Company director Malaysia (“PwC”) and was also involved in taxation during his tenure with
• Appointed to the Board on PwC. Presently, he is a private tutor specialising in accounting, business
11 December 2015 strategy, commerce and economics.
Mr. Chan is the Chairman of the Remuneration Committee and Member of

the Audit Committee and Nomination Committee of the Company.
Mr. Chan has no directorships in other public companies.
Mr. Chan does not have any family relationship with any director and/or
major shareholder of the Company
Mr. Chan does not have any conflict of interest with the Company and has no
convictions for any offences over the past 5 years. Please refer to page 120
41
DIRECTORS’ REPORT (CONT’D)
Issue of Shares and Debentures
During the financial year, the Company increased its issued and paid-up share capital by way of:
(a) the conversion of 2,350,450 warrants into 2,350,450 new ordinary shares at the exercise
price of RM0.10 each; and
(b) issuance of 27,147,500 new ordinary shares of RM0.315 each at RM8,551,463 for a total
cash consideration of RM8,551,463 for working capital purposes.
The new ordinary shares issued during the financial year rank pari passu in all respects with the
existing ordinary shares of the Company.
There was no issuance of debentures during the financial year.
Warrants
The warrants are constituted by a Deed Poll dated 28 November 2013 and were listed on Bursa
Malaysia Securities Berhad on 8 May 2014.
As at 31 December 2017, the number of warrants that remained unexercised were 50,718,850
(2016: 53,069,300).
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
The Directors in office during the financial year until the date of this report are:
Dato’ Liang Chee Fong *

Dato’ Sri Lee Hock Seng *
Dato’ Tan Hwa Cheng
Dato’ Yow Mooi Sin
Chan Foo Weng
Tan Wooi Chuon
Wong Tiong Haw
* Director of the Company and its subsidiary companies
43
Directors’ Interests in Shares
The interests and deemed interests in the shares and warrants of the Company and of its related
corporations (other than wholly-owned subsidiaries) 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

At At
1.1.2017 Bought Sold 31.12.2017
Direct Interests
Dato’ Liang Chee Fong 8,027,350 - - 8,027,350
Dato’ Sri Lee Hock Seng 16,000,000 - - 16,000,000
Dato’ Tan Hwa Cheng 7,388,100 - - 7,388,100
Dato’ Yow Mooi Sin 8,000,000 - - 8,000,000
Wong Tiong Haw 2,582,892 - - 2,582,892
Number of warrants over the ordinary shares

At At
1.1.2017 Bought Sold 31.12.2017
Direct Interests
Dato’ Liang Chee Fong 100,000 - - 100,000
None of the other Directors in office at the end of the financial year had any interest in the shares
and warrants of the Company or its related corporations during the financial year.
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 remuneration
received or due and receivable by the Directors as shown in Note 23 to 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.
Indemnity and Insurance Costs
There was no indemnity given to or insurance effected for any Directors, officers and auditors of
the Company in accordance with Section 289 of the Companies Act, 2016 in Malaysia.
44
Other Statutory Information
(a) Before the financial statement of the Group and of the Company were prepared, 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 adequate
allowance had been made for doubtful debts and there were no bad debts to be written
off; and
(ii) to ensure that any current assets which were unlikely to be realised in the ordinary
course of business including the value of current assets as shown in the accounting
records of the Group and of the Company have been written down to an amount which
the current assets 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 write 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 the 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 the Company misleading or inappropriate.
(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 of the Group or of the Company which has arisen since the end
of the financial year.
(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 their
obligations 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
45
Other Statutory Information (Cont’d)
(d) In the opinion of the Directors: (Cont’d)
(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.
Subsidiary Companies
The details of the subsidiary companies are disclosed in Note 6 to the financial statements.
Significant Events
The significant events are disclosed in Note 27 to the financial statements.
Auditors’ Remuneration
The details of auditors’ remuneration are set out in Note 18 to the financial statement.
Auditors
The Auditors, Messrs UHY, have expressed their willingness to continue in office.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors dated
30 April 2018.
DATO’ LIANG CHEE FONG DATO’ SRI LEE HOCK SENG
KUALA LUMPUR
46
STATEMENT BY DIRECTORS
Pursuant to Section 251(2) of the Companies Act, 2016
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 54 to 118 are drawn up
in accordance with Malaysian Financial Reporting Standards, International Financial
Reporting Standards and the requirements of the Companies Act, 2016 in Malaysia so as to
give a true and fair view of the financial position of the Group and of the Company as at 31
December 2017 and of their financial performance and cash flows for the financial year then
ended.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors dated
30 April 2018.
DATO’ LIANG CHEE FONG DATO’ SRI LEE HOCK SENG
KUALA LUMPUR
STATUTORY DECLARATION
Pursuant to Section 251(1) of the Companies Act, 2016
I, DATO’ YOW MOOI SIN, being the Director primarily responsible for the financial
management of Mega Sun City Holdings Berhad, do solemnly and sincerely declare that to the
best of my knowledge and belief, the financial statements set out on pages 54 to 118 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 30 April 2018 )
DATO’ YOW MOOI SIN
Before me,
No. W710
MOHAN A.S. MANIAM
Commissioner for Oaths
47
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF

MEGA SUN CITY HOLDINGS BERHAD (CONT’D)
(Company No.: 640850-U)
(Incorporated in Malaysia)
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Mega Sun City Holdings Berhad which comprise the
statements of financial position as at 31 December 2017 of the Group and of the Company, and
the statements of profit and 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 notes to the financial statements, including a summary of significant accounting policies, as
set out on pages 54 to 118
In our opinion, the accompanying financial statements give a true and fair view of the financial
position of the Group and of the Company as at 31 December 2017, and of their financial
performance and their cash flows for the financial year then ended in accordance with Malaysian
Financial Reporting Standards, International Financial Reporting Standards and the requirements
of the Companies Act, 2016 in Malaysia.
Basis for Opinion
We conducted our audit in accordance with approved standards on auditing in Malaysia and
International Standards on Auditing. Our responsibilities under those standards are further
described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our
report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Independence and Other Ethical Requirements
We are independent of the Group and of the Company in accordance with the By-Laws (on
Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants (“By-Laws”)
and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional
Accountants (“IESBA Code”), and we have fulfilled our other ethical responsibilities in
accordance with the By-Laws and IESBA Code.
48

Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial statements of the Group and of the Company for the current financial
year. These matters were addressed in the context of our audit of the financial statements of the
Group and of the Company as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
Key Audit Matters Our audit performed and responses thereon

Impairment review of property, plant and
equipment and investment properties
As at 31 December 2017, the carrying amount of We obtained an understanding of the client’s

property, plant and equipment and investment policies and procedures with respect to
properties amounted to RM9.0 million and capitalisation and depreciation methods used
RM40.2 million respectively. and determined whether these policies were
reasonable and in accordance with the
The Group’s has significant buildings amounted applicable financial reporting framework
to RM47.9 million which represent 97% of the MFRS116 Property, Plant and Equipment and
total property, plant and equipment and MFRS 140 Investment Properties.
investment properties.
We performed analytical procedures on
We identified the carrying amount of the provision for depreciation for the current
properties as a key audit matter due to the
period by comparing it to the prior period,
significance of the balance to the financial
taking into consideration estimated useful
statements as a whole.
lives.
We reviewed the indicators of impairment

and/ or adequacy of allowance for impairment
loss in accordance with MFRS136 Impairment
of Assets.
49

Information Other than the Financial Statements and Auditors’ Report Thereon
The Directors of the Company are responsible for the other information. The other information
comprises the annual report, but does not include the financial statements of the Group and of the
Company and our auditors’ report thereon.
Our opinion on the financial statements of the Group and of the Company does not cover the other
information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements of the Group and of the Company, our
responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements of the Group and of the
Company, or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Directors for the Financial Statements
The Directors of the Company are responsible for the preparation of the financial statements of
the Group and of the Company that give a true and fair view in accordance with Malaysian
Financial Reporting Standards, International Financial Reporting Standards and the requirements
of the Companies Act, 2016 in Malaysia. The Directors are also responsible for such internal
control as the Directors determine is necessary to enable the preparation of financial statements of
the Group and of the Company that are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements of the Group and of the Company, the Directors are
responsible for assessing the Group’s and the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or the Company or to cease
operations, or has no realistic alternative but to do so.
50

Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements of the
Group and of the Company as a whole are free from material misstatement, whether due to fraud
or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with approved
standards on auditing in Malaysia and International Standards on Auditing will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of the financial statements.
As part of an audit in accordance with approved standards on auditing in Malaysia and

International Standards on Auditing, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
x Identify and assess the risks of material misstatement of the financial statements of the Group
and of the Company, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
x Obtain an understanding of internal control relevant to the audit 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 Group’s and the Company’s internal control.
x Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by the Directors.
x Conclude on the appropriateness of the Directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Group’s or the
Company’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditors’ report to the related disclosures in
the financial statements of the Group and of the Company or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditors’ report. However, future events or conditions may cause the
Group or the Company to cease to continue as a going concern.
51

Auditors’ Responsibilities for the Audit of the Financial Statements (Cont’d)
x Evaluate the overall presentation, structure and content of the financial statements of the
Group and of the Company, including the disclosures, and whether the financial statements
of the Group and of the Company represent the underlying transactions and events in a
manner that achieves fair presentation.
x Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the Group to express an opinion on the financial
statements of the Group. We are responsible for the direction, supervision and performance
of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the Directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the Directors, we determine those matters that were of most
significance in the audit of the financial statements of the Group and of the Company for the
current financial year and are therefore the key audit matters. We describe these matters in our
auditors’ report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh
the public interest benefits of such communication.
52

Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section
266 of the Companies Act, 2016 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 1411
Chartered Accountants
LOH CHYE TEIK

Approved Number: 1652/08/2018(J)
Chartered Accountant
KUALA LUMPUR
30 April 2018
53
STATEMENTS OF FINANCIAL POSITION

AS AT 31 DECEMBER 2017
Group Company
2017 2016 2017 2016
Note RM RM RM RM
ASSETS
Non-current assets
Property, plant and
equipment 4 8,975,914 8,614,835 7,713,471 7,840,570
Investment properties 5 40,233,198 40,012,271 - -
Investments in subsidiaries 6 - - 6,321,225 6,582,999
49,209,112 48,627,106 14,034,696 14,423,569
Current assets
Trade receivables 7 12,599,087 9,353,054 - -
Other receivables 8 1,088,044 1,015,745 68,426 33,077
Amount owing by subsidiaries 9 - - 36,714,294 33,255,033
Tax recoverable 263,780 1,700 1,700 1,700
Cash and bank balances 5,524,784 10,198,815 4,346,390 57,284
19,475,695 20,569,314 41,130,810 33,347,094
Total assets 68,684,807 69,196,420 55,165,506 47,770,663
EQUITY
Share capital 10 41,583,434 18,988,750 41,583,434 18,988,750
Reserves 11 22,245,500 32,313,072 13,356,241 28,329,009
Total equity 63,828,934 51,301,822 54,939,675 47,317,759
LIABILITIES
Non-current liabilities
Finance lease liability 12 376,965 - - -
Deferred tax liabilities 13 16,000 30,200 - -
392,965 30,200 - -
Current liabilities
Finance lease liability 12 99,273 - - -
Trade payables 14 41,536 24,875 - -
Other payables 15 3,396,078 17,110,608 225,831 452,904
Tax payable 926,021 728,915 - -
4,462,908 17,864,398 225,831 452,904
Total liabilities 4,855,873 17,894,598 225,831 452,904
Total equity and liabilities 68,684,807 69,196,420 55,165,506 47,770,663
The accompanying notes form an integral part of the financial statements.
54
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017
Group Company
2017 2016 2017 2016
Note RM RM RM RM
Revenue 16 9,116,137 10,641,707 745,707 229,152

Cost of sales (723,580) (2,414,115) - -
Gross profit 8,392,557 8,227,592 745,707 229,152
Other income 498,963 361,073 75,021 2,244,388
Administrative expenses (3,189,696) (2,577,191) (1,985,320) (1,512,847)
Profit/(Loss) from
operations 5,701,824 6,011,474 (1,164,592) 960,693
Finance cost 17 (14,098) - - -
Profit/(Loss) before tax 18 5,687,726 6,011,474 (1,164,592) 960,693
Taxation 19 (1,947,122) (1,763,267) - -
Profit/(Loss) for
the financial year,
representing total
comprehensive income
for the financial year 3,740,604 4,248,207 (1,164,592) 960,693
Profit/(Loss) for the

financial year
attributable to:
Owners of the Company 3,740,604 4,248,207 (1,164,592) 960,693
Total comprehensive
income for the financial
year attributable to:
Owners of the Company 3,740,604 4,248,207 (1,164,592) 960,693
Earnings per share

- Basic (sen) 20(a) 1.76 2.25
- Diluted (sen) 20(b) 1.51 1.85
55
56
Attributable to Owners of the Company
Non-distributable Distributable
Share Share Warrant Discount on Capital Retained Total
capital premium reserve shares reserve earnings equity
Note RM RM RM RM RM RM RM
Group
At 1 January 2017 18,988,750 13,808,176 2,122,772 (2,122,772) 2,692,131 15,812,765 51,301,822
Profit for the financial year,

representing total comprehensive
income for the financial year - - - - - 3,740,604 3,740,604
Transactions with Owners:

Private placement 10 8,551,463 - - - - - 8,551,463
Conversion of warrants 10 235,045 - (94,018) 94,018 - - 235,045

Total transactions with Owners 8,786,508 - (94,018) 94,018 - - 8,786,508
Transition to no-par value regime

on 31 January 2017 10 13,808,176 (13,808,176) - - - - -
At 31 December 2017 41,583,434 - 2,028,754 (2,028,754) 2,692,131 19,553,369 63,828,934

STATEMENTS OF CHANGES IN EQUITY
Group
At 1 January 2016 18,627,200 13,808,176 2,267,392 (2,267,392) 2,692,131 11,564,558 46,692,065

income for the financial year - - - - - 4,248,207 4,248,207
Transaction with Owners:

At 31 December 2016 18,988,750 13,808,176 2,122,772 (2,122,772) 2,692,131 15,812,765 51,301,822

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)
57
58
Company
At 1 January 2017 18,988,750 13,808,176 2,122,772 (2,122,772) 2,692,131 11,828,702 47,317,759
Loss for the financial year,

income for the financial year - - - - - (1,164,592) (1,164,592)
Transactions with Owners:

Private placement 10 8,551,463 - - - - - 8,551,463

Total transactions with Owners 8,786,508 - (94,018) 94,018 - - 8,786,508
Transition to no-par value regime

on 31 January 2017 10 13,808,176 (13,808,176) - - - - -
At 31 December 2017 41,583,434 - 2,028,754 (2,028,754) 2,692,131 10,664,110 54,939,675

Company
At 1 January 2016 18,627,200 13,808,176 2,267,392 (2,267,392) 2,692,131 10,868,009 45,995,516

income for the financial year - - - - - 960,693 960,693
Transaction with Owners:

At 31 December 2016 18,988,750 13,808,176 2,122,772 (2,122,772) 2,692,131 11,828,702 47,317,759

59
STATEMENTS OF CASH FLOWS

Group Company
2017 2016 2017 2016
RM RM RM RM
Cash flows from operating activities

Profit/(Loss) before tax 5,687,726 6,011,474 (1,164,592) 960,693
Adjustments for:
Depreciation of:
- property, plant and equipment 477,314 317,905 127,099 127,099
- investment properties 478,023 284,219 - -
Finance cost 14,098 - - -
Impairment loss on:
- amounts owing by subsidiaries - - 73,495 79,533
- investments in subsidiaries - - 261,774 -
- other receivables 3,065 - - -
Interest income on
short-term deposits - (9,162) - (9,162)
Reversal of impairment losses on:
investments in subsidiaries - - - (2,235,226)
Operating profit/(loss) before
working capital changes 6,660,226 6,604,436 (702,224) (1,077,063)
Changes in working capital:
Receivables (3,321,397) 2,785,529 (35,349) (27,971)
Payables (13,697,869) 14,543,344 (227,073) 285,617
(17,019,266) 17,328,873 (262,422) 257,646
Cash generated (used in)/from
operations (10,359,040) 23,933,309 (964,646) (819,417)
Interest received - 9,162 - 9,162
Income tax paid (2,156,624) (924,324) - -
Income tax refund 130,328 230,000 - -
(2,026,296) (685,162) - 9,162
Net cash (used in)/from operating
activities carried forward (12,385,336) 23,248,147 (964,646) (810,255)
60
STATEMENTS OF CASH FLOWS

Group Company
2017 2016 2017 2016
Note RM RM RM RM
Net cash (used in)/from operating

activities brought forward (12,385,336) 23,248,147 (964,646) (810,255)
Cash flows from investing

activities
Acquisition of:
- property, plant and equipment (306,393) (481,635) - -
- investment properties 4(b) (698,950) (21,240,129) - -
Net cash used in investing
activities (1,005,343) (21,721,764) - -
Cash flows from financing

activities
Advances to subsidiaries - - (3,532,756) (3,627,901)
Interest paid (14,098) - - -
Proceeds from issuance of
placement shares 8,551,463 - 8,551,463 -
Proceeds from conversion
of warrants 235,045 361,550 235,045 361,550
Repayment of finance lease liability (55,762) - - -
Net cash from/(used in) financing
activities 8,716,648 361,550 5,253,752 (3,266,351)
Net (decrease)/increase in
cash and cash equivalents (4,674,031) 1,887,933 4,289,106 (4,076,606)
Cash and cash equivalents at the
beginning of the financial year 10,198,815 8,310,882 57,284 4,133,890
end of the financial year 5,524,784 10,198,815 4,346,390 57,284

end of the financial year comprise:
Cash and bank balances 5,524,784 10,198,815 4,346,390 57,284
61
NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2017
1. Corporate Information
The Company is a public limited liability company, incorporated and domiciled in Malaysia
and is listed on the ACE Market of Bursa Malaysia Securities Berhad.
The principal place of business of the Company is at Unit D5-U6-9, Solaris Dutamas, 1,
Jalan Dutamas 1, 50480 Kuala Lumpur.
The registered office of the Company is located at Suite A, Level 9, Wawasan Open
University, 54, Jalan Sultan Ahmad Shah, 10050 Georgetown, Penang.
The principal activities of the Company consist of the provision of management services and
investment holding. The principal activities of its subsidiaries are disclosed in Note 6 to the
financial statements. There have been no significant changes in the nature of these activities
of the Company and its subsidiaries during the financial year.
2. Basis of Preparation
(a) Statement of compliance
The financial statements of the Group and of the Company have been prepared in
accordance with Malaysian Financial Reporting Standards (“MFRSs”), International
Financial Reporting Standards and the requirements of the Companies Act, 2016 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
During the financial year, the Group and the Company have adopted the following
amendments to MFRSs issued by the Malaysian Accounting Standard Board
(“MASB”) that are mandatory for current financial year:
Amendments to MFRS 107 Disclosure Initiative

Amendments to MFRS 112 Recognition of Deferred Tax Assets for Unrealised
Losses
Annual Improvements to Amendments to MFRS 12
MFRS 2014 - 2016 Cycle
62
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

31 DECEMBER 2017
2. Basis of Preparation (Cont’d)
(a) Statement of compliance (Cont’d)
Adoption of new and amended standards (Cont’d)
The adoption of the Amendments to MFRS 107 has required additional disclosure of
changes in liabilities arising from financing activities in Note 22. Other than that, the
adoption of above amendments to MFRSs did not have any significant impact on the
financial statements of the Group and of the Company.
Standards issued but not yet effective

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

financial periods
beginning on or after
MFRS 9 Financial Instruments (IFRS 9 1 January 2018

issued by IASB in July 2014)
MFRS 15 Revenue from Contracts with 1 January 2018
Customers
IC Interpretation 22 Foreign Currency Transactions 1 January 2018
and Advance Consideration
Amendments to MFRS 2 Classification and Measurement 1 January 2018
of Share-based Payment
Transactions
Amendments to MFRS 4 Applying MFRS 9 Financial 1 January 2018*
Instruments with MFRS 4
Insurance Contracts
Amendments to MFRS 15 Clarifications to MFRS 15 1 January 2018
Amendments to MFRS 140 Transfers of Investment Property 1 January 2018
Annual Improvements to MFRSs 2014 - 2016 Cycle:
x Amendments to MFRS 1 1 January 2018
MFRS 16 Leases 1 January 2019
IC Interpretation 23 Uncertainty over Income Tax 1 January 2019
Treatments
63

31 DECEMBER 2017
Standards issued but not yet effective (Cont’d)
The Group and the Company have not applied the following new MFRSs, new
interpretations and amendments to MFRSs that have been issued by the MASB but are
not yet effective for the Group and of the Company: (Cont’d)
Effective dates for

financial periods
beginning on or after
Amendments to MFRS 9 Prepayment Features with 1 January 2019

Negative Compensation
Amendments to MFRS 119 Plan Amendment, 1 January 2019
Curtailment or Settlement
Amendments to MFRS 128 Long-term Interests in 1 January 2019
Associates and Joint
Ventures
Annual Improvements to MFRSs 2015 - 2017 Cycle:
Amendments to References to the Conceptual Framework in 1 January 2020
MFRS Standards
MFRS 17 Insurance Contracts 1 January 2021
Amendments to MFRS 10 Sale or Contribution of Assets Deferred until
and MFRS 128 between an Investor and its further notice
Associate or Joint Venture
Note:
* Entities that meet the specific criteria in MFRS 4, paragraph 20B, may choose
to defer the application of MFRS 9 until that earlier of the application of the
forthcoming insurance contracts standard or annual periods beginning before 1
January 2021.
The Group and the Company intend to adopt the above MFRSs when they become
effective.
64

31 DECEMBER 2017
The initial application of the above-mentioned MFRSs are not expected to have any
significant impacts on the financial statements of the Group and of the Company
except as mentioned below:
(i) 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.
65

31 DECEMBER 2017
The initial application of the above-mentioned MFRSs are not expected to have any
except as mentioned below: (Cont’d)
(i) MFRS 9 Financial Instruments (IFRS 9 issued by IASB in July 2014) (Cont’d)
Based on the analysis of the Group’s and of the Company’s financial assets and
liabilities as at 31 December 2017 on the basis of facts and circumstances that
existed at that date, the Directors of the Group and of the Company have assessed
the impact of MFRS 9 to the Group’s and the Company’s consolidated financial
statements as follows:
(i) Classification and measurement
Based on its assessment, the Group and the Company believe that the new
classification requirements will have no material impact on the Group’s
and the Company’s financial assets and financial liabilities.
(ii) Impairment
The Group and the Company have chosen to apply the simplified approach
prescribed by MFRS 9, which requires a lifetime expected credit loss to be
recognised from initial recognition of the trade and other receivables,
including financial assets. The Group and the Company believe that the
new impairment model will not have any significant impact on the Group’s
and the Company’s financial statements. However, the Group and the
Company have yet to complete the quantification of the financial impact.
(iii) Hedge accounting
As the Group and the Company do not apply hedge accounting, applying
the hedging requirements of MFRS 9 will not have a significant impact on
the Group’s and the Company’s consolidated financial statements.
The assessment is based on currently available information and may be subject

to changes arising from further reasonable and supportable information being
made available to the Group and the Company in 2018 when the Group and the
Company adopt MFRS 9.
66

31 DECEMBER 2017
The initial application of the abovementioned MFRSs are not expected to have any
(ii) MFRS 15 Revenue from Contracts with Customers
MFRS 15 replaces MFRS 118 Revenue, MFRS 111 Construction Contracts and
related IC Interpretations. The Standard 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 core principle in MFRS 15 is that an entity recognises revenue to
depict the transfer of promised goods or services to the customers in an amount
that reflects the consideration to which the entity expects to be entitled in
exchange for those goods or services.
An entity recognises revenue in accordance with the core principle by applying

the following steps:
(1) Identify the contracts with a customer;

(2) Identify the performance obligation in the contract;
(3) Determine the transaction price;
(4) Allocate the transaction price to the performance obligations in the
contract;
(5) Recognise revenue when the entity satisfies a performance obligation.
The Group and the Company intend to adopt the standard using modified
retrospective approach which means that the cumulative impact of the adoption
will be recognised in retained earnings as of 1 January 2018 and that
comparatives will not be restated.
MFRS 15 also includes new disclosures that would result in an entity providing
users of financial statements about the nature, amount, timing and uncertainty of
revenue and cash flows from contracts with customers.
Based on the assessment, the Group and the Company do not expect the
application of MFRS 15 to have a significant impact on its consolidated financial
statements.
67

31 DECEMBER 2017
The initial application of the abovementioned MFRSs are not expected to have any
(iii) MFRS 16 Leases
MFRS 16, which upon the effective date will supersede MFRS 117 Leases,
introduces a single lessee accounting model and requires a lessee to recognise
assets and liabilities for all leases with a term of more than 12 months, unless the
underlying asset is of low value. Specifically, under MFRS 16, a lessee is
required to recognise a right-of-use asset representing its right to use the
underlying leased asset and a lease liability representing its obligation to make
lease payments. Accordingly, a lessee should recognise depreciation of the right-
of-use asset and interest on the lease liability, and also classifies cash repayments
of the lease liability into a principal portion and an interest portion and presents
them in the statement of cash flows. Also, the right-ofuse asset and the lease
liability are initially measured on a present value basis. The measurement
includes non-cancellable lease payments and also includes payments to be made
in optional periods if the lessee is reasonably certain to exercise an option to
extend the lease, or not to exercise an option to terminate the lease. This
accounting treatment is significantly different from the lessee accounting for
leases that are classified as operating leases under the predecessor standard,
MFRS 117.
In respect of the lessor accounting, MFRS 16 substantially carries forward the

lessor accounting requirements in MFRS 117. Accordingly, a lessor continues
to classify its leases as operating leases or finance leases, and to account for those
two types of leases differently.
The Group and the Company do not expect the application of MFRS 16 to have
a significant impact on its consolidated financial statements.
(b) Functional and presentation currency
These financial statements are presented in Ringgit Malaysia (“RM”), which is the
Group’s and the Company’s functional currency. All financial information is presented
in RM and has been rounded to the nearest RM except where otherwise stated.
68

31 DECEMBER 2017
(c) Significant accounting judgements, estimates and assumptions
The preparation of the Group’s and the Company’s financial statements requires the
management to make judgments, 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 outcome that could require a material adjustment to the
carrying amount of the asset or liability affected in the future.
Judgements
There are no significant areas of critical judgement in applying accounting policies

that have significant effect on the amounts recognised in the financial statements.
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 and investment properties
The Group and the Company regularly review the estimated useful lives of property,
plant and equipment and investment properties 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 and investment properties would increase the
recorded depreciation and decrease the value of property, plant and equipment and
investment properties. The carrying amount at the reporting date for property, plant
and equipment and investment properties are disclosed in Notes 4 and 5 respectively.
Impairment of investments in subsidiaries
The Company reviews its investments in subsidiaries when there are indicators of
impairment. Impairment is measured by comparing the carrying amount of an
investment with its recoverable amount. Significant judgement is required in
determining the recoverable amount. 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.
The carrying amount at the reporting date for investments in subsidiaries is disclosed
in Note 6.
69

31 DECEMBER 2017
(c) Significant accounting judgements, estimates and assumptions (Cont’d)
Key sources of estimation uncertainty (Cont’d)
Deferred tax assets
Deferred tax assets are recognised for all unused tax losses, unabsorbed capital
allowances and other deductible temporary differences to the extent that it is probable
that taxable profit will be available against which the unused tax losses, unabsorbed
capital allowances and other deductible temporary differences can be utilised.
Significant management judgement is required to determine the amount of deferred
tax assets that can be recognised, based upon the likely timing and level of future
taxable profits together with future tax planning strategies. The carrying amounts of
recognised and unrecognised deferred tax assets are disclosed in Note 13.
Impairment of loans and receivables
The Group and the Company 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 for assets with similar credit
risk characteristics. The carrying amounts at the reporting date for loans and
receivables are disclosed in Notes 7, 8 and 9.
Income taxes
Judgement 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 and the Company recognise liabilities for tax based on estimates of whether
additional taxes will be due. Where the final tax outcome of these tax matters is
different from the amounts that were initially recognised, such differences will impact
the income tax and/or deferred tax provisions in the period in which such
determination is made.
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31 DECEMBER 2017
3. Significant Accounting Policies
The Group and the Company apply the significant accounting policies set out below,
consistently throughout all periods presented in the financial statements unless otherwise
stated.
(a) Basis of consolidation
(i) Subsidiaries
Subsidiaries 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. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They
are deconsolidated from the date that control ceases.
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 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 the acquiree’s identifiable net
assets.
Acquisition-related costs are expensed in profit or loss as incurred.
If the business combination is achieved in stages, the acquirer’s 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.
If the initial accounting for a business combination is incomplete by the end to

the reporting period in which the combinations occurs, the Group reports
provisional amounts for the items for which the accounting is incomplete. Those
provisional amounts are adjusted during the measurement period (which cannot
exceed one year from the acquisition date), or additional assets or liabilities are
recognised, to reflect new information obtained about facts and circumstances
that existed at the acquisition date, if known, would have affected the amounts
recognised at that date.
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31 DECEMBER 2017
3. Significant Accounting Policies (Cont’d)
(a) Basis of consolidation (Cont’d)
(i) Subsidiaries (Cont’d)
Any contingent consideration to be transferred by the Group is recognised at fair

value at the acquisition date. Contingent consideration classified as an asset or
liability that is a financial instrument and within the scope of MFRS 139
Financial Instruments: Recognition and Measurement, is measured at fair value
with the changes in fair value recognised in profit or loss. 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, the
accounting policies of the subsidiaries have been changed to ensure consistency
with the policies adopted by the Group.
In the Company’s separate financial statements, investments in subsidiaries are

stated at cost less any impairment losses. On disposal of such investments, the
difference between the 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. The accounting policy on impairment of non-financial
assets is disclosed in Note 3(i)(i) to the financial statements.
(ii) Changes in ownership interests in subsidiaries 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 the fair value of any
consideration paid and the relevant shares acquired of the carrying value of net
assets of the subsidiary is recuorded in equity. Gains or losses on disposals to
non-controlling interests are also recorded in equity.
(iii) Disposal of subsidiaries
If the Group losses control of a subsidiary, the assets and liabilities of the
subsidiary, including any goodwill and non-controlling interests, are
derecognised at their carrying values on the date that the 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 fair value of the remaining 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.
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31 DECEMBER 2017
(a) Basis of consolidation (Cont’d)
(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 acquired (i.e. 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. The accounting policy on impairment of non-
financial assets is disclosed in Note 3(i)(i) to the financial statements.
(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) to the financial statements.
(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 assets to working
condition for their 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 the 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 have 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.
73

31 DECEMBER 2017
(b) Property, plant and equipment (Cont’d)
(i) Recognition and measurement (Cont’d)
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.
Property, plant and equipment are derecognised upon disposal or when no future
economic benefits are expected from their use or disposal. Gains or losses arising
on disposal of property, plant and equipment are determined as the difference
between the disposal proceeds and the carrying amounts of the assets and are
recognised in profit or loss.
(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 or the
Company and its cost can be measured reliably. The costs of day-to-day
servicing of property, plant and equipment are recognised in profit or loss as
incurred.
(iii) Depreciation
Depreciation is recognised in 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 are depreciated based on the estimated useful
lives of the assets as follows:
Leasehold buildings Over the remaining period of the lease

Furniture and fittings 20%
Office equipment 20%
Renovation 20%
Motor vehicle 20%
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.
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31 DECEMBER 2017
(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 fulfillment of the
arrangement is dependent on the use of a specific asset or assets and the arrangement
conveys a right to use the asset or assets, even if that right is not explicitly specific in
an arrangement.
As lessee
(i) Finance lease
Leases in terms of which the Group or the Company assumes substantially all
the risks and rewards of ownership are classified as finance leases. 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 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.
Leasehold building which in substance is a finance lease is classified as property,

plant and equipment, or as investment property if held to earn rental income or
for capital appreciation or both.
(ii) Operating lease
Leases, where the Group or the Company does 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
in the statements of financial position. Property interest held under an operating
lease, which is held to earn rental income or for capital appreciation or both, is
classified as investment property and measured using fair value model.
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.
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31 DECEMBER 2017
(c) Leases (Cont’d)
As lessor
Leases in which the Group or the Company does not transfer substantially all the risks
and rewards of ownership of an asset are classified as operating leases. Initial direct
costs incurred in negotiating and arranging an operating lease are added to the carrying
amount of the leased asset and recognised over the lease term on the same basis as
rental income. Contingent rents are recognised as income in the period in which they
are earned.
(d) Investment properties
Investment properties are properties held either to earn rental income or for capital
appreciation or for both. Investment properties are measured at cost, including
transaction costs, less any accumulated depreciation and impairment losses.
The carrying amount includes the cost of replacing part of an existing investment
property at the time that cost is incurred if the recognition criteria are met and excludes
the costs of day-to-day servicing of an investment property.
Investment properties are depreciated on straight line basis to write off the cost of each
asset to its residual value over its estimated useful life. The principal annual
depreciation rate is:
Leasehold buildings Over the remaining period of the lease
The residual values, useful lives and depreciation methods are reviewed, and adjusted
if appropriate, at each reporting date.
Where an indication of impairment exists, the carrying amount of the asset is assessed
and written down immediately to its recoverable amount. The policy of recognition
and measurement of impairment losses is in accordance with Note 3(i)(i) to the
financial statements.
Investment properties are derecognised upon disposal or when they are permanently
withdrawn from use and no future economic benefits are expected from their use or
disposal. Upon disposal, the difference between the net disposal proceeds and the
carrying amount is recognised in profit or loss.
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31 DECEMBER 2017
(e) Financial assets
Financial assets are recognised in the statements of financial position when, and only
when, the Group and the Company become a party to the contractual provisions of the
financial instruments.
Financial assets are initially recognised at fair value plus transaction costs except for
financial assets at fair value through profit or loss, which are recognised at fair value.
Transaction costs for financial assets at fair value through profit or loss are recognised
immediately in profit or loss.
The Group and the Company classify their financial assets depends on the purpose for
which the financial assets were acquired at initial recognition, into the loans 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.
Regular way purchases or sales are purchases or sales of financial assets that require
delivery of assets within the period generally established by regulation or convention
in the marketplace concerned. All regular way purchases and sales of financial assets
are recognised and derecognised on the trade date i.e. the date that the Group and the
Company commit to purchase or sell the asset.
A financial asset is derecognised when the contractual rights to receive cash flows
from the financial asset has expired or has 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 losses that had been
recognised in equity is recognised in profit or loss.
(f) 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 in the statements of financial position when, and
only when the Group and the Company become a party to the contractual provisions
of the financial instruments.
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31 DECEMBER 2017
(f) Financial liabilities (Cont’d)
The Group and the Company classify their financial liabilities at initial recognition,
into financial liabilities measured at amortised cost.
The Group’s and the Company’s 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 financial liability is derecognised when, and only when, the obligation specified in
the contract is discharged or cancelled or expires. When an existing financial liability
is replaced by another from the same lender on substantially different terms, or the
terms of an existing liability are substantially modified, such an exchange or
modification is treated as a derecognition of the original liability and the recognition
of a new liability, and the difference in the respective carrying amounts is recognised
in profit or loss.
(g) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the
statements 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.
(h) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, bank balances and demand deposits
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 statements of cash flows, cash
and cash equivalents are presented net of bank overdrafts and pledged deposits.
78

31 DECEMBER 2017
(i) Impairment of assets
(i) Non-financial assets
The carrying amounts of non-financial assets (except for deferred tax assets) are
reviewed at the end of each reporting period to determine whether there is any
indication of impairment. If any such indication exists, the asset’s recoverable
amount is estimated. For goodwill and intangible assets that have indefinite
useful lives, or that are not yet available for use, the recoverable amount is
estimated each period at the same time.
For the purpose of impairment testing, assets are grouped together into the
smallest group of assets that generate cash inflows from continuing use that are
largely independent of the cash inflows of other assets or cash-generating units.
Subject to operating segment ceiling test, for the purpose of goodwill impairment
testing, cash-generating units to which goodwill has been allocated are
aggregated so that the level at which impairment testing is performed reflects the
lowest level at which goodwill is monitored for internal reporting purposes. The
goodwill acquired in a business combination, for the purpose of impairment
testing, is allocated to a cash-generating unit or a group of cash-generating units
that are expected to benefit from the synergies of the combination.
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, unless the asset is carried at a revalued amount, in
which such impairment loss is recognised directly against any revaluation
surplus for the asset to the extent that the impairment loss does not exceed the
amount in the revaluation surplus for that same asset. Impairment losses
recognised in respect of cash-generating units are allocated first to reduce the
carrying amount of any goodwill allocated to the cash-generating unit (group of
cash-generating units) and then to reduce the carrying amounts of the other assets
in the cash-generating unit (group of cash-generating units) on a pro rata basis.
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.
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31 DECEMBER 2017
(i) Impairment of assets (Cont’d)
(i) Non-financial assets (Cont’d)
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 the asset in prior years. Such reversal is recognised in profit or
loss unless the asset is carried at a revalued amount, in which case the reversal
is treated as a revaluation increase.
(ii) Financial assets
All financial assets, other than those categorised as fair value through profit or
loss and investments in subsidiaries, 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 assets.
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 and the Company consider factors
such as the probability of insolvency or significant financial difficulties of the
receivables and default or significant delay in payments. For certain categories
of financial assets, such as trade and other 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 and the
Company’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 asset’s 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 profit or
loss. Receivables together with the associated allowance are written off when
there is no realistic prospect of future recovery.
80

31 DECEMBER 2017
(i) Impairment of assets (Cont’d)
(ii) Financial assets (Cont’d)
Financial assets carried at amortised cost (Cont’d)
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 in profit or loss, the impairment loss is reversed, to the extent
that the carrying amount of the asset does not exceed what the carrying amount
would have been had the impairment loss not been recognised at the date the
impairment is reversed. The amount of reversal is recognised in profit or loss.
(j) Share capital
An equity instrument is any contract that evidences a residual interest in the assets of
the Group and the Company after deducting all of its liabilities. Ordinary shares are
equity instruments. Ordinary shares are recorded at the proceeds received, net of
directly attributable incremental transaction costs. Ordinary shares are classified as
equity.
Dividend distribution to the Company’s shareholders is recognised as a liability in the

period they are approved by the Board of Directors except for the final dividend which
is subject to approval by the Company’s shareholders.
(k) Employee benefits
(i) Short term employee benefits
Wages, salaries, bonuses and social security contributions are recognised as an

expense in the reporting period in which the associated services are rendered by
employees of the Group and of 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.
81

31 DECEMBER 2017
(k) Employee benefits (Cont’d)
(ii) Defined contribution plans
As required by law, companies in Malaysia contribute to the state pension

scheme, the Employees Provident Fund (“EPF”). Such contributions are
recognised as an expense in profit or loss as incurred. Once the contributions
have been paid, the Group and the Company have no further payment obligations.
(l) Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will
flow to the Group or the Company and the revenue can be measured reliably. Revenue
is measured at the fair value of the consideration received or receivable taking into
account the amount of any trade discounts and volume rebates allowed by the Group
or the Company.
(i) Rendering of services
Revenue from services rendered is recognised in profit or loss based on the value
of services performed and invoiced to customers during the reporting period.
(ii) Rental income
Rental income is accounted for on a straight line basis over the lease term. 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.
(iv) Management fee
Management fee is recognised on accruals basis when services are rendered.
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31 DECEMBER 2017
(m) 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 theirs intended use or sale,
are capitalised as part of the cost of those assets. 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 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.
(n) 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 an item 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 financial 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 financial
years.
Deferred tax is recognised using the liability method for all temporary differences
between the carrying amounts of assets and liabilities in the statements 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 amounts of the assets and liabilities at the end of the
reporting period. Deferred tax assets and liabilities are not discounted.
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31 DECEMBER 2017
(n) Income taxes (Cont’d)
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 differences can be utilised.
Deferred tax assets are reviewed at the end of each reporting period and are reduced
(o) Goods and services tax (“GST”)
Revenues, expenses and assets are recognised net of the amount of GST except:
x where the GST incurred in a purchase of assets or services is not recoverable

from the taxation authority, in which case the GST is recognised as part of the
cost of acquisition of the asset or as part of the expense item as applicable; and
x receivables and payables are recognised inclusive of GST.
The net amount of GST being the difference between output and input of GST, payable
to or receivable from the authority at the reporting date, is included in other payables
or other receivables in the statements of financial position.
(p) Segment 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.
84
4. Property, Plant and Equipment
Leasehold Furniture Office Motor

buildings and fittings equipment Renovation vehicle Total
RM RM RM RM RM RM
Group
2017
Cost
At 1 January 2017 8,018,507 132,107 484,390 633,954 - 9,268,958
Additions - 2,102 39,248 37,043 760,000 838,393
At 31 December 2017 8,018,507 134,209 523,638 670,997 760,000 10,107,351
Accumulated depreciation
At 1 January 2017 222,333 19,503 326,239 86,048 - 654,123
Charge for the financial year 116,000 26,561 102,285 131,135 101,333 477,314
At 31 December 2017 338,333 46,064 428,524 217,183 101,333 1,131,437
Carrying amount
At 31 December 2017 7,680,174 88,145 95,114 453,814 658,667 8,975,914
31 DECEMBER 2017
85
86
4. Property, Plant and Equipment (Cont’d)
Leasehold Furniture Office

buildings and fittings equipment Renovation Total
RM RM RM RM RM
Group
2016
Cost
At 1 January 2016 8,018,507 36,582 478,090 254,144 8,787,323
Additions - 95,525 6,300 379,810 481,635
At 31 December 2016 8,018,507 132,107 484,390 633,954 9,268,958
At 1 January 2016 106,333 - 229,885 - 336,218
Charge for the financial year 116,000 19,503 96,354 86,048 317,905
At 31 December 2016 222,333 19,503 326,239 86,048 654,123
Carrying amount
At 31 December 2016 7,796,174 112,604 158,151 547,906 8,614,835
31 DECEMBER 2017

31 DECEMBER 2017
4. Property, Plant and Equipment (Cont’d)
Leasehold Furniture Office

buildings and fittings equipment Total
Company RM RM RM RM
2017
Cost
At 1 January 2017/
31 December 2017 8,018,507 23,071 32,424 8,074,002
At 1 January 2017 222,333 4,614 6,485 233,432
Charge for the financial year 116,000 4,614 6,485 127,099
At 31 December 2017 338,333 9,228 12,970 360,531
Carrying amount
At 31 December 2017 7,680,174 13,843 19,454 7,713,471
2016
Cost
At 1 January 2016/
At 31 December 2016 8,018,507 23,071 32,424 8,074,002
At 1 January 2016 106,333 - - 106,333
Charge for the financial year 116,000 4,614 6,485 127,099
At 31 December 2016 222,333 4,614 6,485 233,432
Carrying amount
At 31 December 2016 7,796,174 18,457 25,939 7,840,570
(a) Assets held under finance leases
At 31 December 2017, the net carrying amount of leased motor vehicle of the Group
was RM658,667 (2016: RM Nil).
(b) Acquisition of property, plant and equipment
The Group acquired property, plant and equipment with an aggregate cost of
RM838,393 (2016: RM481,635) of which RM532,000 (2016: RM Nil) was acquired
by means of finance lease. Cash payment of RM306,393 (2016: RM481,635) was
made to purchase property, plant and equipment.
(c) The remaining lease tenure of the leasehold buildings of the Group and of the
Company is 66 years (2016: 67 years).
87

31 DECEMBER 2017
5. Investment Properties
Group
2017 2016
RM RM
Leasehold buildings
At cost
At 1 January 40,453,828 19,213,699
Additions 698,950 21,240,129
At 31 December 41,152,778 40,453,828
At 1 January 441,557 157,338
Charge for the financial year 478,023 284,219
At 31 December 919,580 441,557
Carrying amount
At 31 December 40,233,198 40,012,271
Fair values of investment properties

At 31 December 42,548,350 40,300,000
Certain units of the leasehold buildings are leased to third parties.
The remaining lease tenure of the leasehold buildings ranges from 62 to 91 years (2016: 63
to 92 years).
Fair value of investment properties was estimated by the Directors based on internal
appraisal of market values of comparable properties. The fair values are within Level 3 of
the fair value hierarchy.
The following are recognised in profit or loss in respect of the investment properties of the
Group:
Group
2017 2016
RM RM
Rental income 1,510,079 1,088,327

Direct operating expenses:
- Income generating invesment properties 723,059 361,927
- Non-income generating invesment properties - 296,995
88

31 DECEMBER 2017
6. Investments in Subsidiaries
Company
2017 2016
RM RM
Unquoted shares, at cost 17,600,804 17,600,804

Less: Accumulated impairment losses (11,279,579) (11,017,805)
6,321,225 6,582,999
Movements in the allowance for impairment losses of the investments in subsidiaries are as
follows:
Company
2017 2016
RM RM
At 1 January 11,017,805 13,253,031

Impairment losses recognised 261,774 -
Impairment losses reversed - (2,235,226)
At 31 December 11,279,579 11,017,805
During the financial year, as a result of the unfavourable financial performance of Mega
Property Concept Sdn. Bhd. (“MPCSB”) in the project management services segment, the
Company carried out a review of the recoverable amount of the investment in MPCSB. The
review led to the recognition of an impairment loss of RM261,774 in administrative
expenses in the statements of profit or loss and other comprehensive income.
Details of the subsidiaries are as follows:
Name of Company Country of Effective interest (%) Principal activities

incorporation 2017 2016
Direct holding:
Mega Property Concept Malaysia 100 100 Provision of project
Sdn. Bhd. management services
Mega Property BPO Malaysia 100 100 Provision of project
Sdn. Bhd. management services
Mega Sun Consortium Malaysia 100 100 Letting of properties
Sdn. Bhd. and provision of
supports services
Mega Property Legacy Malaysia 100 100 Dormant
Sdn. Bhd.
Mega Concept Builders Malaysia 100 100 Dormant
Sdn. Bhd.
The above subsidiaries are audited by UHY.
89

31 DECEMBER 2017
6. Investments in Subsidiaries (Cont’d)
There are no significant restrictions on the ability of the subsidiaries to transfer funds within
the Group in the form of cash dividends or repayment of loans and advances.
7. Trade Receivables
Group
2017 2016
RM RM
Trade receivables 12,599,087 9,353,054
Trade receivables are non-interest bearing and are generally on 90 days (2016: 90 days) term.
They are recognised at their original invoiced amounts which represent their fair values on
initial recognition.
Analysis of the trade receivables ageing as at the end of the financial year is as follows:
Group
2017 2016
RM RM
Neither past due nor impaired 2,116,942 4,315,934
Past due but not impaired
Less than 90 days 1,210,026 831,040
91 to 180 days 1,814,226 1,723,560
More than 180 days 7,457,893 2,482,520
10,482,145 5,037,120
12,599,087 9,353,054
Trade receivables that are neither past due nor impaired are creditworthy receivables with
good payment records with the Group.
As at 31 December 2017, trade receivables of RM10,482,145 (2016: RM5,037,120) were

past due but not impaired. These trade receivables comprise a number of independent
customers from whom there is no recent history of default.
90

31 DECEMBER 2017
8. Other Receivables
Group Company
2017 2016 2017 2016
RM RM RM RM
Other receivables 1,026,979 947,839 68,426 30,092

Less: Accumulated
impairment
losses (3,065) - - -
1,023,914 947,839 68,426 30,092
Deposits 64,130 63,630 - -
Prepayments - 4,276 - 2,985
1,088,044 1,015,745 68,426 33,077
Movements in the allowance for impairment losses of the other receivables are as follows:
Group
2017 2016
RM RM
At 1 January - -
Impairment losses recognised 3,065 -
At 31 December 3,065 -
Other receivables that are individually determined to be impaired at the reporting date are
debtors in significant financial difficulties and have defaulted on payments.
9. Amount Owing by Subsidiaries
Company
2017 2016
RM RM
Amounts owing by subsidiaries 38,097,354 34,564,598

Less: Accumulated impairment losses (1,383,060) (1,309,565)
36,714,294 33,255,033
91

31 DECEMBER 2017
9. Amount Owing by Subsidiaries (Cont’d)
Movements in the allowance for impairment losses of the amounts owing by subsidiaries are
as follows:
Company
2017 2016
RM RM
At 1 January 1,309,565 1,230,032

Impairment losses recognised 73,495 79,533
At 31 December 1,383,060 1,309,565
Amounts owing by subsidiaries with non-interest bearing are unsecured and repayable on
demand.
10. Share Capital
Group/Company
2017 2016
RM RM
Authorised:
Ordinary shares of RM 0.10 each - 100,000,000
Group/Company
Number of ordinary shares Amount
2017 2016 2017 2016
Units Units RM RM
Ordinary shares issued

and fully paid:
At 1 January 189,887,500 186,272,000 18,988,750 18,627,200
Private placement 27,147,500 - 8,551,463 -
Conversion of
warrants 2,350,450 3,615,500 235,045 361,550
Transition to no-par
value regime on
31 January 2017
(Note 11(i))
- Share premium - - 13,808,176 -
At 31 December 219,385,450 189,887,500 41,583,434 18,988,750
92

31 DECEMBER 2017
10. Share Capital (Cont’d)
The new Companies Act 2016 (the “Act”), which came into operation on 31 January 2017,
abolished the concept of authorised share capital and par value of share capital.
Consequently, the amounts standing to the credit of the share premium account become part
of the Company’s share capital pursuant to the transitional provisions set out in Section
618(2) of the Act. There is no impact on the numbers of ordinary shares in issues to the
relative entitlement of any of the members as a result of this transition.
During the financial year, the Company issued:
(a) the conversion of 2,350,450 warrants into 2,350,450 new ordinary shares at the
exercise price of RM0.10 each; and
(b) 27,147,500 new ordinary shares of RM0.315 each at RM8,551,463 for a total cash
consideration of RM8,551,463 for working capital purposes.
The holders of ordinary shares are entitled to receive dividends as and when declared by the
Company. All ordinary shares carry one vote per share without restrictions and rank equally
with regard to the Company’s residual assets.
11. Reserves
Group Company
2017 2016 2017 2016
RM RM RM RM
Non-distributable
reserves:
- Share premium - 13,808,176 - 13,808,176
- Warrant reserve 2,028,754 2,122,772 2,028,754 2,122,772
- Discount on shares (2,028,754) (2,122,772) (2,028,754) (2,122,772)
- Capital reserve 2,692,131 2,692,131 2,692,131 2,692,131
2,692,131 16,500,307 2,692,131 16,500,307
Distributable:
Retained earnings 19,553,369 15,812,765 10,664,110 11,828,702
22,245,500 32,313,072 13,356,241 28,329,009
93

31 DECEMBER 2017
11. Reserves (Cont’d)
The nature of the reserves of the Group and of the Company is as follows:
(i) Share premium
Share premium comprises the premium received on subscription of shares in the

Company over and above the par value of the shares.
Prior to 31 January 2017, the application of the share premium account were governed
by Sections 60 and 61 of the Companies Act 1965. In accordance with the transitional
provisions set out in Section 618(2) of the new Companies Act, 2016 (the “Act”), on
31 January 2017, the amounts standing to the credit of the share premium account
become part of the Company’s share capital (Note 10). Notwithstanding this provision,
the Company may within 24 months from the commencement of the Act, use the
amount standing to the credit of its share premium account of RM13,808,176 for
purposes as set out in Sections 618(3) of the Act.
(ii) Warrant reserve
Group/Company
2017 2016
RM RM
At 1 January 2,122,772 2,267,392
Conversion of warrants (94,018) (144,620)
At 31 December 2,028,754 2,122,772
These represent the fair values of the warrants issued and is non-distributable. When
the warrants are exercised or expire, the warrant reserve will be transferred to another
reserve account within equity.
The salient features of the warrants are set out as follows:
(a) Each warrant entitles its registered holder during the exercise period to subscribe
for one (1) new ordinary share of RM0.10 at the exercise price of RM0.10 per
share subject to adjustments in accordance with the provisions of the Deed Poll
dated 28 November 2013 constituting the warrants.
(b) The warrants may be exercised at any time on or after 30 April 2014 for a period
of five (5) years until the end of the tenure of the warrants on 29 April 2019.
Warrants not exercised during the exercise period shall lapse and cease to be
valid for any purpose.
As at 31 December 2017, the number of warrants that remained unexercised were

50,718,850 (2016: 53,069,300).
94

31 DECEMBER 2017
11. Reserves (Cont’d)
The nature of the reserves of the Group and of the Company is as follows: (Cont’d)
(iii) Capital reserve
The capital reserve arose from the excess of the share premium cancellation and par
value reduction and share consolidation over the accumulated losses of the Company.
(iv) Retained earnings
The entire retained earnings of the Company are available for distribution as single-
tier dividends.
12. Finance Lease Liability
Group
2017 2016
RM RM
Minimum lease payments:
Within one year 119,760 -
Later than one year and not later than two years 119,760 -
Later than two years and not later than five years 289,386 -
528,906 -
Less: Future finance charges (52,668) -
Present value of minimum lease payments 476,238 -
Present value of minimum lease payments:

Within one year 99,273 -
Later than one year and not later than two years 104,090 -
Later than two years and not later than five years 272,875 -
476,238 -
Analysed as:
Current portion 99,273 -
Non-current portion 376,965 -
476,238 -
The average effective interest rate of finance lease liability is 4.75% (2016: Nil) per annum.
The Group leases motor vehicle under finance lease as disclosed in Note 4 to the financial
statements. There are no restrictive covenants imposed by the lease agreement and no
arrangements have been entered into for contingent rental payments.
95

31 DECEMBER 2017
13. Deferred Tax Liabilities
Group
2017 2016
RM RM
At 1 January 30,200 41,200

Recognised in profit or loss (13,200) (11,000)
Over provision in prior years (1,000) -
At 31 December 16,000 30,200
The net deferred tax assets and liabilities shown in the statements of financial position after
appropriate offsetting are as follows:
Group Company
2017 2016 2017 2016
RM RM RM RM
Deferred tax assets (4,056) (5,933) (4,056) (5,933)

Deferred tax liabilities 20,056 36,133 4,056 5,933
16,000 30,200 - -
Unabsorbed Unutilised
capital tax
Group allowances losses Total
Deferred tax assets RM RM RM
At 1 January 2016 - (5,150) (5,150)

Recognised in profit or loss 1,877 5,166 7,043
Underprovision in prior year (7,810) (16) (7,826)
At 31 December 2016 (5,933) - (5,933)
Recognised in profit or loss 1,877 - 1,877
At 31 December 2017 (4,056) - (4,056)
96

31 DECEMBER 2017
13. Deferred Tax Liabilities (Cont’d)
The net deferred tax assets and liabilities shown in the statements of financial position after
appropriate offsetting are as follows: (Cont’d)
Accelerated
capital
Group allowances
Deferred tax liabilities RM
At 31 December 2015 46,350

Recognised in profit or loss (18,043)
Underprovision in prior years 7,826
At 31 December 2016 36,133
Underprovision in prior years (1,000)
At 31 December 2017 20,056
Unabsorbed
capital
Company allowances
Deferred tax asset RM
At 1 January 2016 -
Recognised in profit or loss 1,877
Underprovision in prior year (7,810)
At 31 December 2016 (5,933)
Recognised in profit or loss 1,877
At 31 December 2017 (4,056)
Accelerated
capital
allowances
Deferred tax liability RM
At 1 January 2016 -
Underprovision in prior year 7,810
At 31 December 2016 5,933
At 31 December 2017 4,056
97

31 DECEMBER 2017
13. Deferred Tax Liabilities (Cont’d)

Deferred tax assets have not been recognised in respect of the following items:
Group Company
2017 2016 2017 2016
RM RM RM RM
Unabsorbed capital
allowances 3,331,738 3,320,639 22,198 11,099
Unutilised tax losses 1,510,500 885,786 1,503,497 885,786
4,842,238 4,206,425 1,525,695 896,885
Deferred tax assets have not been recognised in respect of these items as the Group and the
Company may not have sufficient future taxable profits to be used to offset against these
items.
14. Trade Payables
Normal credit terms of trade payables of the Group are 30 days (2016: 30 days).
15. Other Payables
Group Company
2017 2016 2017 2016
RM RM RM RM
Other payables 387,209 13,387,946 93,420 338,151

Deposits received 2,751,042 3,462,942 8,100 -
Prepayment - 3,232 - -
Accruals 257,827 256,488 124,311 114,753
3,396,078 17,110,608 225,831 452,904
Included in deposits received of the Group is an amount of RM2,571,500 (2016:

RM3,291,500) shall be retained by the Group from the purchase consideration as security
deposit pursuant to the Rental Guarantee Agreement.
98

31 DECEMBER 2017
16. Revenue
Group Company
2017 2016 2017 2016
RM RM RM RM
Project management services 8,030,000 9,852,360 - -
Management fees - - 745,707 229,152
Income from rental
of investment properties
and supports services 1,086,137 789,347 - -
9,116,137 10,641,707 745,707 229,152
17. Finance Cost
Group
2017 2016
RM RM
Interest expense on finance lease 14,098 -
18. Profit/(Loss)before Tax
Profit/(Loss) before tax is determined after charging/(crediting) amongst other, the following
items:
Group Company
2017 2016 2017 2016
RM RM RM RM
Auditors’ remuneration
- Statutory audits 56,000 56,000 18,000 18,000
- Non-audit services 5,000 5,000 5,000 5,000
Depreciation of:
- property, plant and
equipment 477,314 317,905 127,099 127,099
- investment properties 478,023 284,219 - -
Impairment loss on
- amounts owing by
subsidiaries - - 73,495 79,533
- investment in subsidiaries - - 261,774 -
- other receivables 3,065 - - -
99

31 DECEMBER 2017
18. Profit/(Loss)before Tax (Cont’d)
Profit/(Loss) before tax is determined after (crediting)/charging amongst other, the following
items: (Cont’d)
Group Company
2017 2016 2017 2016
RM RM RM RM
Non-executive Directors’
remuneration:
- fees 139,917 152,000 139,917 152,000
- other emoluments 13,483 12,500 13,483 12,500
Rental of premises 180,900 138,000 - -
Interest income on
short-term deposits - (9,162) - (9,162)
Rental income (498,963) (351,911) (75,021) -
Reversal of impairment
losses on invesments in
subsidiaries - - - (2,235,226)
19. Taxation
Group
2017 2016
RM RM
Tax expenses recognised in profit or loss
Current tax:
- Current year provision 1,774,853 1,770,205
- Underprovision in prior years 186,469 4,062
1,961,322 1,774,267
Deferred tax liabilities:
- Origination and reversal of temporary differences (13,200) (11,000)
- Overprovision in prior years (1,000) -
1,947,122 1,763,267
Malaysian income tax is calculated at the statutory tax rate of 24% (2016: 24%) of the
estimated assessable profits for the financial year.
100

31 DECEMBER 2017
19. Taxation (Cont’d)
A reconciliation of income tax expense applicable to profit/(loss) before tax at the statutory
income tax rate to income tax expense at the effective income tax rate of the Group and of
the Company is as follows:
Group Company
2017 2016 2017 2016
RM RM RM RM
Profit/(Loss) before tax 5,687,726 6,011,474 (1,164,592) 960,693
At Malaysian statutory tax

rate of 24% (2016: 24%) 1,365,054 1,442,754 (279,502) 230,566
Expenses not deductible
for tax purpose 244,004 286,589 128,588 198,848
Income not subject to tax - - - (536,454)
Deferred tax assets not
recognised 152,595 107,040 150,914 107,040
Utilisation of deferred tax
assets previously not
recognised - (77,178) - -
Underprovision of income
tax in prior years 186,469 4,062 - -
Overprovision of deferred
tax in prior years (1,000) - - -
1,947,122 1,763,267 - -
The Group and the Company have unabsorbed capital allowances and unutilised tax losses
carried forward, available to off-set against future taxable profits as follows:
Group Company
2017 2016 2017 2016
RM RM RM RM
Unabsorbed capital
allowances 3,348,638 3,345,359 39,098 35,819
Unutilised tax losses 1,510,500 885,786 1,503,497 885,786
4,859,138 4,231,145 1,542,595 921,605
101

31 DECEMBER 2017
20. Earnings per Share

(a) Basic earnings per share
The basic earnings per share are calculated based on the consolidated profit for the
financial year attributable to the Owners of the Company and the weighted average
number of ordinary shares in issue during the financial year as follows:
Group
2017 2016
RM RM
Profit attributable to Owners of the Company 3,740,604 4,248,207
Weighted average number of Units Units

ordinary shares in issue
Number of ordinary shares in issue at 1 January 189,887,500 186,272,000
Effect of private placement and
conversion of warrants 22,484,342 2,584,361
Weighted average number of
ordinary shares at 31 December 212,371,842 188,856,361
Basic earnings per share (sen) 1.76 2.25
(b) Diluted earnings per share

Diluted earnings per share are calculated based on the adjusted consolidated profit for
the financial year attributable to the Owners of the Company and the weighted average
number of ordinary shares in issue during the financial year which have been adjusted
for the dilutive effect of all potential ordinary shares as follows:
Group
2017 2016
RM RM
Profit attributable to Owners of the Company 3,740,604 4,248,207
Units Units
Weighted average number of ordinary shares
used in the calculation of basic earnings per share 212,371,842 188,856,361
Effect of dilution of the warrants 34,536,112 40,952,969
Weighted average number of
ordinary shares at 31 December (diluted) 246,907,954 229,809,330
Diluted earnings per share (sen) 1.51 1.85
102

31 DECEMBER 2017
21. Staff Costs (Cont’d)
Group Company
2017 2016 2017 2016
RM RM RM RM
Salaries, wages and other

emoluments 1,189,253 2,394,390 691,272 232,786
Fees - 132,000 - 132,000
Social security contribution 10,272 17,906 3,848 3,072
Defined contribution plan 145,440 250,904 80,448 28,351
1,344,965 2,795,200 775,568 396,209
Included in staff costs is the aggregate amount of remuneration received and receivable by
the Executive Directors of the Company and of the subsidiaries during the financial year as
below:
Group Company
2017 2016 2017 2016
RM RM RM RM
Executive Directors
Existing and Past Directors
of the Company
Salaries and other
emoluments 676,299 389,500 660,299 209,500
Fees - 132,000 - 132,000
Social security contribution 5,114 3,414 3,314 2,672
Defined contribution plan 76,490 46,560 76,420 24,960
Total Executive
Directors' remuneration 757,903 571,474 740,033 369,132
103

31 DECEMBER 2017
22. Reconciliation of Liability Arising from Financing Activities
The table below details changes in the liability of the Company arising from financing
activities, including both cash and non-cash changes:
Non-cash
changes
At 1 New-finance At 31
January Financing lease December
2017 cash flows (i) (Note 4(b)) 2017
RM RM RM RM
Finance lease
liability
(Note 12) - (55,762) 532,000 476,238
(i) The cash flows from repayment of finance lease liability in the statements of cash
flows.
23. Related Party Disclosures
(a) Identifying related parties
For the purposes of these financial statements, parties are considered to be related to
the Group if the Group or the Company has the ability, directly or indirectly, to control
or jointly control the party or exercise significant influence over the party in making
financial and operating decisions, or vice versa, or where the Group or the Company
and the party are subject to common control. Related parties may be individuals or
other entities.
Related parties also include key management personnel defined as those persons
having authority and responsibility for planning, directing and controlling the activities
of the Group either directly or indirectly. The key management personnel comprise the
Directors and management personnel of the Group, having authority and responsibility
for planning, directing and controlling the activities of the Group directly or indirectly.
104

31 DECEMBER 2017
23. Related Party Disclosures (Cont’d)
(b) Significant related party transactions
In addition to the related party balances disclosed elsewhere in the financial statements,
the significant related party transactions of the Group and of the Company are as
follows:
Group Company
2017 2016 2017 2016
RM RM RM RM
(i) Transactions with

subsidiaries:
- Management fees
received and
receivable - - 745,707 229,152
(ii) Transactions with companies

in which certain Directors
of the Company
have substantial
financial interests:
- Acquisition of leasehold
buildings - 14,915,000 - -
- Project management fees
received and receivable - 900,000 - -
(c) Compensation of key management personnel
There are no other transactions with the key management personnel of the Group and
of the Company other than the remuneration as disclosed in Notes 18 and 21.
105

31 DECEMBER 2017
24. Segment Information - Group
For management purposes, the Group is organised into business units based on their products
and services, and has three reportable segments as follows:
(a) Business segments
The Group comprises the following three reportable operating segments:
(i) Project management services Provision of project management services

including project design evaluation, project
value engineering and project construction
management.
(ii) Property investment holding Letting of properties and provision of support
services.
(iii) Others Investment holding and management fees.
Segment revenue and expenses are those amounts from the operating activities of a
segment that are directly attributable to the segment and the relevant portion that can
be allocated on a reasonable basis to the segment.
The Directors are of the opinion that all inter-segment transactions have been entered
into in the normal course of business and have been established under negotiated terms.
Inter-segment revenues are eliminated on consolidation.
The management of the Group monitors the operating results of its business units
separately for the purpose of making decisions about resource allocation and
performance assessment. Segment performance is evaluated based on profit or loss
and is measured consistently with profit or loss in the consolidated financial statements.
Information about segment assets and liabilities are neither included in the internal
management reports nor provided regularly to the management. Hence, no disclosures
are made on segment assets and liabilities.
106
24. Segment Information - Group (Cont’d)
(a) Business segments (Cont’d)
Project Property
management investment
services holding Others Eliminations Consolidated
RM RM RM RM RM
2017
Revenue
External revenue 8,030,000 1,086,137 - - 9,116,137
Inter-segment revenue - - 745,707 (745,707) -
Total revenue 8,030,000 1,086,137 745,707 (745,707) 9,116,137
Results
Depreciation of property, plant and equipment (287,186) (4,940) (185,188) - (477,314)
Depreciation of investment properties - (360,597) (117,426) - (478,023)
Finance cost (14,098) - - - (14,098)
Segment profit/(loss) before tax 5,620,343 140,784 (73,401) - 5,687,726
Taxation (1,791,843) (155,279) - - (1,947,122)
31 DECEMBER 2017
107
108
(a) Business segments (Cont’d)
Project Property
management investment
services holding Others Eliminations Consolidated
RM RM RM RM RM
2016
Revenue
External revenue 9,852,360 789,347 - - 10,641,707
Inter-segment revenue - - 229,152 (229,152) -
Total revenue 9,852,360 789,347 229,152 (229,152) 10,641,707
Results
Interest income - - 9,162 - 9,162
Depreciation of property, plant and equipment (132,717) - (185,188) - (317,905)
Depreciation of investment properties - (191,720) (92,499) - (284,219)
Segment profit/(loss) before tax 5,755,232 339,686 (83,444) - 6,011,474
Taxation (1,637,938) (125,329) - - (1,763,267)
31 DECEMBER 2017

31 DECEMBER 2017
(b) Geographical information
No disclosure on geographical segment information is made as the Group operates

predominantly in Malaysia.
(c) Major customers
Revenue from 1 (2016: 3) customers of the Group’s project management services

segment represents approximately 88% (2016: 100%) of the Group’s total revenue.
Revenue from major customers with revenue equal or more than 10% of the Group’s
revenue is as follows:
2017 2016
RM RM
Major customers
- Customer A - 900,000
- Customer B - 3,852,000
- Customer C 8,030,000 5,100,360
25. Financial Instruments
(a) Classification of financial instruments
Financial assets and financial liabilities are measured on an ongoing basis either at fair
value or at amortised cost. The principal accounting policies in Note 3 describe how
the classes of the financial instruments are measured and how income and expense
including their fair value gains or losses are recognised.
109

31 DECEMBER 2017
25. Financial Instruments (Cont’d)
(a) Classification of financial instruments (Cont’d)
The following table analyses the financial assets and financial liabilities in the
statements of financial position by the class of financial instruments to which they are
assigned and therefore by the measurement basis:
Financial
liabilities
Loans and measured at
receivables amortised cost Total
RM RM RM
Group
2017
Financial assets
Trade receivables 12,599,087 - 12,599,087
Other receivables 1,088,044 - 1,088,044
Cash and bank balances 5,524,784 - 5,524,784
19,211,915 - 19,211,915
Financial liabilities
Finance lease liability - 476,238 476,238
Trade payables - 41,536 41,536
Other payables - 3,396,078 3,396,078
- 3,913,852 3,913,852
2016
Financial assets
Trade receivables 9,353,054 - 9,353,054
Other receivables 1,011,469 - 1,011,469
20,563,338 - 20,563,338
Financial liabilities
Trade payables - 24,875 24,875
Other payables - 17,107,376 17,107,376
- 17,132,251 17,132,251
110

31 DECEMBER 2017
(a) Classification of financial instruments (Cont’d)
The following table analyses the financial assets and financial liabilities in the
statements of financial position by the class of financial instruments to which they are
assigned and therefore by the measurement basis: (Cont’d)
Financial
liabilities
Loans and measured at
receivables amortised cost Total
RM RM RM
Company
2017
Financial assets
Other receivables 68,426 - 68,426
Amount owing by subsidiaries 36,714,294 - 36,714,294
41,129,110 - 41,129,110
Financial liability
Other payables - 225,831 225,831
2016
Financial assets
Other receivables 30,092 - 30,092
Amount owing by subsidiaries 33,255,033 - 33,255,033
Cash and bank balances 57,284 - 57,284
33,342,409 - 33,342,409
Financial liability
Other payables - 452,904 452,904
(b) Financial risk management objectives and policies
The Group’s financial risk management policy is to ensure that adequate financial
resources are available for the development of the Group’s operations whilst managing
its credit, liquidity and interest rate risks. The Group operates within clearly defined
guidelines that are approved by the Board and the Group’s policy is not to engage in
speculative transactions.
111

31 DECEMBER 2017
(b) Financial risk management objectives and policies (Cont’d)
The following sections provide details regarding the Group’s exposure to the
abovementioned financial risks and the objectives, policies and processes for the
management of these risks.
(i) Credit risk
Credit risk is the risk of a financial loss to the Group if a customer or counterparty
to a financial instrument fails to meet its contractual obligations. The Group’s
exposure to credit risk arises principally from its receivables from customers and
deposits with banks and financial institutions. The Company’s exposure to credit
risk arises principally from the advances to subsidiaries.
The Group has adopted a policy of only dealing with creditworthy counterparties
and has a credit policy in place to control credit risk by dealing with creditworthy
counterparties and deposit with banks and financial institutions with good credit
rating. The exposure to credit risk is monitored on an ongoing basis and action
will be taken for long outstanding debts.
The Company provides unsecured advances to wholly-owned subsidiaries. The

Company monitors on an ongoing basis the results of the subsidiaries and
repayments made by the subsidiaries. There was no indication that any
subsidiaries would default on repayment as at the end of the reporting period.
The carrying amounts of the financial assets recorded in the statements of

financial position at the end of the reporting period represent the Group’s and
the Company’s maximum exposure to credit risk.
Credit risk concentration
The Group’s major concentration of credit risk relates to the amounts owing by
3 customers (2016: 3 customers) which constituted approximately 100% (2016:
90%) of its trade receivables outstanding as at the end of the reporting period.
(ii) Liquidity risk
Liquidity risk refers to the risk that the Group or the Company will encounter
difficulty in meeting its financial obligations as they fall due. The Group’s and
the Company’s exposure to liquidity risk arises primarily from mismatches of
the maturities of financial assets and financial liabilities.
The Group’s and the Company’s funding requirements and liquidity risk are
managed with the objective of meeting business obligations on a timely basis.
The Group finances its liquidity through internally generated cash flows and
minimises liquidity risk by keeping committed credit lines available.
112
(ii) Liquidity risk (Cont’d)
The following table analyses the remaining contractual maturities for financial liabilities. The table has been drawn up based on the
undiscounted cash flows of the financial liabilities and based on the earliest date on which the Group and the Company are required
to pay.
On demand Total Total

or within contractual carrying
1 year 1 - 2 years 2 - 5 years cash flows amount
RM RM RM RM RM
Group
2017
Non-derivative
financial liabilities
Trade and other payables 3,437,614 - - 3,437,614 3,437,614
Finance lease liability 119,760 119,760 289,386 528,906 476,238
31 DECEMBER 2017
3,557,374 119,760 289,386 3,966,520 3,913,852
2016
Non-derivative
financial liability
Trade and other payables 17,135,483 - - 17,135,483 17,135,483
113

31 DECEMBER 2017
(ii) Liquidity risk (Cont’d)
On demand Total Total

or within contractual carrying
1 year cash flows amount
RM RM RM
Company
2017
Non-derivative
financial liability
Other payables 225,831 225,831 225,831
2016
Non-derivative
financial liability
Other payables 452,904 452,904 452,904
(iii) Market risk
Interest rate risk
The Group’s borrowings are exposed to a risk of change in their fair value due
to changes in interest rates.
The Group manages the interest rate risk exposure from interest bearing
borrowings by obtaining financing with the most favourable interest rates in the
market. The Group constantly monitors its interest rate risk and does not utilise
interest swap contracts or other derivative instruments for trading or speculative
purposes.
The interest rate profile of the Group’s significant interest-bearing financial

instruments, based on carrying amounts as at the reporting period was:
2017 2016
RM RM
Fixed rate instrument

Finance lease liability 476,238 -
114

31 DECEMBER 2017
(iii) Market risk (Cont’d)
Interest rate risk (Cont’d)
Interest rate risk sensitivity analysis
Fair value sensitivity analysis for fixed rate instruments
The Group does not account for any fixed rate financial assets and liabilities at
fair value through profit or loss. Therefore, a change in interest rates at the end
of the reporting period would not affect profit or loss.
(c) Fair values of financial instruments
The carrying amounts of short term receivables and payables, cash and cash
equivalents and short term borrowings approximate their fair values due to the
relatively short term nature of these financial instruments and/or insignificant impact
of discounting.
The table below analyses financial instruments those not carried at fair value for which
fair value is disclosed, together with their fair value and carrying amounts shown in
the statement of financial position.
Fair value of financial instruments

not carried at fair value Carrying
Level 1 Level 2 Level 3 Total amount
RM RM RM RM RM
2017
Financial liability
Finance lease
liability - 377,184 - 377,184 377,184
(i) Policy on transfer between levels
The fair value of an asset to be transferred between levels is determined as of the

date of the event or change in circumstances that caused the transfer.
There were no transfers between levels during current and previous financial
years.
115

31 DECEMBER 2017
(c) Fair values of financial instruments (Cont’d)
(ii) Level 1 fair value
Level 1 fair value is derived from quoted prices (unadjusted) in active markets
for identical assets or liabilities.
(iii) Level 2 fair value
Level 2 fair value is estimated using inputs other than quoted prices included
within Level 1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices).
Non-derivative financial instruments
Fair value, which is determined for disclosure purposes, is calculated based on

the present value of future principal and interest cash flows, discounted at the
market rate of interest at the end of the reporting period.
(iv) Level 3 fair value
Level 3 fair values for the financial assets and liabilities are estimated using
unobservable inputs.
26. Capital Management
The Group’s objectives when managing capital are to safeguard the Group’s ability to
continue as a going concern in order to provide returns for shareholders and benefits for
other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of
dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets
to reduce debts.
116

31 DECEMBER 2017
26. Capital Management (Cont’d)
The Group monitors capital using a gearing ratio. The Group’s policy is to maintain a prudent
level of gearing ratio that complies with regulatory requirements. The gearing ratios at end
of the reporting period are as follows:
Group
2017 2016
RM RM
Finance lease liability 476,238 -

Trade payables 41,536 24,875
Other payables 3,396,078 17,110,608
Total debts 3,913,852 17,135,483
Less: Cash and cash equivalents (5,524,784) (10,198,815)
Net debts (1,610,932) 6,936,668
Total equity 63,828,934 51,301,822
Gearing ratio -* 0.14
* No gearing ratio was shown for year 2017 as the cash and cash equivalents of the Group
are sufficient to repay the total debts outstanding as at year end.
There were no changes in the Group’s approach to capital management during the financial
year.
27. Significant Events
As disclosed in prior financial year end, the Company had proposed and received
shareholders’ approval to carry out the following corporate proposals:
(a) Proposed Special Issue
On 23 March 2017, the Company completed the private placement of 27,147,500 new
ordinary shares at an issue price of RM0.315 per share representing approximately
12.5% of the issued and paid-up share capital of the Company.
On behalf of the Board of Directors of the Company, M&A Securities Sdn. Bhd.
announced that the Proposed Special Issue is deemed completed following the listing
of and quotation for 27,147,500 Special Issue Shares on ACE Market of Bursa
Malaysia Securities Berhad with effect on 23 March 2017.
117

31 DECEMBER 2017
27. Significant Events (Cont’d)
As disclosed in prior financial year end, the Company had proposed and received
shareholders’ approval to carry out the following corporate proposals: (Cont’d)
(b) Proposed establishment of an employees’ share option scheme (“ESOS”)
On 5 April 2017, the Board of the Directors of the Company announced that the
Company has offered the options under ESOS 2016 to the eligible employees of the
Company and its subsidiaries. The exercise price of the options offered was RM0.36.
The number of options offered was 45,000,000. The market price of the Company’s
shares on date of offer is RM0.40.
On 27 April 2018, the Board of Directors of the Company further announced that all
the Directors of the Company have agreed to change the condition set for them to
exercise the options offered to them from having to meet the RM20 million profit
after tax in the next three (3) to five (5) years to upon the successful transfer of
listing status of the Company to Main Market of Bursa Malaysia Securities Berhad.
28. Comparative Information
Certain comparatives were restated to conform with current financial year’s presentation.
There was no significant impact to the financial performance in relation to the financial year
ended 31 December 2016.
29. Date of Authorisation for Issue
The financial statements were authorised for issue by the Board of Directors in accordance
with a resolution of the Directors on 30 April 2018.
118
LIST OF PROPERTIES
Net book
Age of value as at
Year of Built-up area building 31.12.2017
Location and description Existing use acquisition (square feet) Tenure (years) (RM’000)
46 units of stratified commercial Investment 2015 30,194 Leasehold 6 17,888

space (office suites) located at properties (99 years
Lot 20060 held under PN 9034, expiring on
Mukim 13, Daerah Timor Laut, 16.5.2109)
Penang
12 units of stratified commercial Office 2015 13,896 Leasehold 6 7,680

space comprised in 4 units of (99 years
3-storey shopoffices located at expiring on
Lot 70096 held under PN 8585, 18.3.2084)
Mukim 12, Daerah Barat Daya,
Penang
6 units of stratified light industrial Investment 2015 6,151 Leasehold 18 1,140

units located at Lot 67347 held properties (99 years
under PN (WP) 45475, Mukim expiring on
Batu, Wilayah Persekutuan 27.11.2079)
15 units of stratified light Investment 2016 19,612 Leasehold 18 6,130

industrial units located at Lot properties (99 years
67347 held under PN (WP) 45475, expiring on
Mukim Batu, Wilayah Persekutuan 27.11.2079)
40 units of stratified commercial Investment 2016 25,990 Leasehold 6 15,075

space (office suites) located at properties (99 years
Lot 20060 held under PN 9034, expiring on
Mukim 13, Daerah Timor Laut, 16.5.2109)
Penang
119
MEGA SUN CITY HOLDINGS BERHAD
(Company
MEGA SUN CITY HOLDINGS BERHAD (640850-U) • ANNUAL REPORT No.
640850-U)
2017
ANALYSIS
ANALYSIS OF OF SHAREHOLDINGS
SHAREHOLDINGS AS AT 18 APRIL 2018 AS AT 18 APRIL 2018
Issued Shares : 219,385,450

Class of Shares : Ordinary shares
Voting rights : One voting right for one ordinary share
ANALYSIS BY SIZE OF HOLDINGS
Holdings No. of Holders % No. of Shares %
1 – 99 67 3.47 1,498 0.00
100 – 1,000 550 28.51 228,413 0.11
1,001 – 10,000 592 30.69 3,554,450 1.62
10,001 – 100,000 542 28.10 20,431,470 9.31
100,001 – 10,969,271 (*) 174 9.02 93,970,461 42.83
10,969,272 and above (**) 4 0.21 101,199,158 46.13
Total 1,929 100.00 219,385,450 100.00
* - Less than 5% of the issued shares

** - 5% and above of the issued shares
SUBSTANTIAL SHAREHOLDERS
Shareholdings %
Name Direct Indirect Direct Indirect
1. Dato’ Sri Lee Hock Seng 16,000,000 - 7.29 -

2. Success Tower Sdn. Bhd. 58,051,658 - 26.46 -
3. Puncak Jaya Konsortium Sdn 27,147,500 - 12.37 -
Bhd
4. Vantage Corporate Services - 58,051,658+ - 26.46
Limited
5. Koh Soo Teng 200,000 58,051,658+ 0.09 26.46
6. Summit Consulting Limited - 58,051,658+ - 26.46
Note:
+ Deemed interest through Success Tower Sdn Bhd
120
ANALYSIS
ANALYSIS OF SHAREHOLDINGS
OF SHAREHOLDINGS AS AT 18 APRILAS
2018AT 18 APRIL 2018 (CONT’D)
(CONTINUED…)
DIRECTORS’ SHAREHOLDINGS
Name Direct Indirect

No. of shares held % No. of shares held %
1. Chan Foo Weng - - - -

2. Dato’ Sri Lee Hock Seng 16,000,000 7.29 - -
3. Dato’ Liang Chee Fong 8,027,350 3.66 - -
4. Dato’ Tan Hwa Cheng 7,388,100 3.37 - -
5. Tan Wooi Chuon - - - -
6. Wong Tiong Haw 2,582,892 1.18 - -
7. Dato’ Yow Mooi Sin 8,000,000 3.65 - -
THIRTY LARGEST SHAREHOLDERS
Name of Shareholders Shareholding %

1 Success Tower Sdn Bhd 39,000,000 17.78
2. Puncak Jaya Konsortium Sdn Bhd 27,147,500 12.37
3. Success Tower Sdn Bhd 19,051,658 8.68
4. Dato’ Sri Lee Hock Seng 16,000,000 7.29
5. Dato’ Liang Chee Fong 8,027,350 3.66
6. Dato’ Yow Mooi Sin 8,000,000 3.65
7. Dato’ Tan Hwa Cheng 7,338,100 3.34
8. JF Apex Nominees (Tempatan) Sdn Bhd 3,882,200 1.77
Pledged Securities Account for Teow Wooi Huat (STA 2)
9. Wong Tiong Haw 2,582,892 1.18
10. Lee Jun Liang 1,996,400 0.91
11. Yap Dyi Gian 1,900,000 0.87
12. Chen Tsu Peh @ Chin Fui 1,816,000 0.83
13. Cheah Wan Choon 1,780,000 0.81
14. Ideal Sun City Sdn Bhd 1,778,968 0.81
15. RHB Nominees (Tempatan) Sdn Bhd 1,488,800 0.68
Pledged Securities Account for Yong Chee Sang
16. Sure Strategy Sdn. Bhd. 1,403,000 0.64
17. Public Invest Nominees (Asing) Sdn. Bhd. 1,325,000 0.60
Exempt an for Phillip Securities Pte Ltd (Clients)
18. H’ng Bak Tee 1,161,800 0.53
19. Khor Chong Hai 1,134,000 0.52
20. Chang Lei Ling 1,073,500 0.49
21. Maybank Nominees (Tempatan) Sdn Bhd 1,059,500 0.48
Phoa Ling Seng
22. Ng Sea Yong 1,006,200 0.46
23. DB (Malaysia) Nominee (Asing) Sdn Bhd 972,800 0.44
Exempt an for EFG Bank AG (A/C Client)
24. Loo Geok Lee 905,700 0.41
25. HLIB Nominees (Tempatan) Sdn Bhd 895,700 0.41
Pledged Securities Account for Tan Eng Hoo
26. Goo Moi 882,000 0.40
27. Abdul Rahman Bin Ismail 854,000 0.39
28. Wang, Ting Peng @ Wang, Cathy Ting-Peng 850,389 0.39
29. Mansor Bin Musa 801,000 0.37
30. Yang Wen-Shiung 792,540 0.36
TOTAL 156,906,997 71.52
121
ANALYSIS OF WARRANTHOLDINGS AS AT 18 APRIL 2018
No. of Warrants 2014/2019 in issue : 50,718,850

Exercise/Conversion Price : RM0.10
Exercise/Conversion Ratio : 1 Warrant for 1 Ordinary Shares
Exercise/Conversion Period : 5 Years
Maturity Date : 29 April 2019
ANALYSIS BY SIZE OF HOLDINGS
Size Of Holdings No. of % No. of %

Holders Warrants
1 – 99 41 8.17 1,491 0.00
100 – 1,000 80 15.94 36,325 0.07
1,001 – 10,000 143 28.48 758,165 1.50
10,001 – 100,000 180 35.85 6,715,815 13.24
100,001 – 2,535,941 (*) 53 10.56 16,503,055 32.54
2,535,942 and above (**) 5 1.00 26,703,999 52.65
Total 502 100.00 50,718,850 100.00
* - Less than 5% of the issued warrants

** - 5% and above of the issued warrants
DIRECTORS’ WARRANT HOLDINGS
Name Direct Indirect

No. of warrants % No. of warrants %
held held
1. Chan Foo Weng - - - -

2. Dato’ Sri Lee Hock Seng - - - -
3. Dato’ Liang Chee Fong 100,000 0.20 - -
4. Dato’ Tan Hwa Cheng - - - -
5. Tan Wooi Chuon - - - -
6. Wong Tiong Haw - - - -
7. Dato’ Yow Mooi Sin - - - -
122
ANALYSIS
ANALYSIS OF WARRANTHOLDINGS
OF WARRANT AS AT
HOLDINGS AS AT 18 APRIL 201818 APRIL 2018 (CONT’D)
(CONTINUED…)
THIRTY LARGEST WARRANT HOLDERS
No Name of Warrant Holders Shareholding %

1. Ooh Kier Heng 8,913,000 17.57
2. Ideal Sun City Sdn Bhd 8,912,699 17.57
3. DB (Malaysia) Nominee (Asing) Sdn Bhd 3,694,200 7.28
Exempt an for EFG Bank AG (A/C Client)
4. Lee Jun Liang 2,634,100 5.19
5. Lim Tek Lin 2,550,000 5.03
6. Lim Heng Loong 1,443,450 2.85
7. Chen Tsu Peh @ Chin Fui 1,424,300 2.81
8. Goh Teng Whoo 1,257,070 2.48
9. Ng Sea Yong 1,018,400 2.01
10. Cimsec Nominees (Asing) Sdn Bhd 640,000 1.26
Exempt an for CGS-CIMB Securities (Singapore) Pte Ltd
(Retail Clients)
11. Public Invest Nominees (Asing) Sdn Bhd 541,900 1.07
Exempt an for Phillip Securities Pte Ltd (Clients)
12. Kenanga Nominees (Tempatan) Sdn Bhd 510,000 1.01
Lim Soh Woon
13. Lee Choon Lim 427,400 0.84
14. Goh Sau Ming 390,000 0.77
15. Pee Ee Han 390,000 0.77
16. Chee Chen Kai 385,000 0.76
17. James Tan Tien Chong 360,000 0.71
18. Affin Hwang Nominees (Tempatan) Sdn Bhd 342,000 0.67
Pledged Securities Account for Tan Chee Haur (TAN8625C)
19. Lim Seng Wah 316,500 0.62
20. Kee Hwa Kiam 300,000 0.59
21. Lim Hwee Hoon 270,000 0.53
22. Loo Kiew Man 270,000 0.53
23. HLIB Nominees (Tempatan) Sdn Bhd 265,300 0.52
Pledged Securities Account for Teddy Ho Pang Hin (CCTS)
24. Lee Jun Liang 260,000 0.51
25. Wong Ah Sing 252,000 0.50
26. Goh Tsong Liang 250,000 0.49
27. Yeap Kian Ong 240,700 0.47
28. RHB Nominees (Tempatan) Sdn Bhd 235,000 0.47
RHB Asset Management Sdn Bhd for Lim Heng Loong
(EPF-SPA)
29. Cheah Tek Wah 230,000 0.46
30. Tan Chong Pin 229,500 0.46
TOTAL 38,952,519 76.80
123
This page is intentionally left blank
CDS Account No.

(Company No. 640850-U)
No. of Shares Held
PROXY FORM
I/We...................................................................................................................................... Tel: ......................................................................

[Full name in block, NRIC No./Company No. and telephone number]
of .........................................................................................................................................................................................................................
.............................................................................................................................................................................................................................
being a member/members of Mega Sun City Holdings Berhad, hereby appoint:-
Full Name (in Block) NRIC / Passport No. Proportion of Shareholdings

No. of Shares %
Address
and / or (delete as appropriate)
Full Name (in Block) NRIC / Passport No. Proportion of Shareholdings

No. of Shares %
Address
or failing him, the Chairman of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the 14th Annual General Meeting of the Company
to be held at Room 1, Level 1, Vistana Hotel, 213, Jalan Bukit Gambir, Bukit Jambul, 11950 Penang on Thursday, 28 June 2018 at 12.30 p.m. or any
adjournment thereof, and to vote as indicated below:-
For Against
Ordinary Resolution 1 Approval of Directors’ Fees of RM140,000.00
Ordinary Resolution 2 Re-election of Dato’ Sri Lee Hock Seng
Ordinary Resolution 3 Re-election of Dato’ Yow Mooi Sin
Re-appointment of Messrs UHY as Auditors and to authorise the Directors to fix their
Ordinary Resolution 4
remuneration
Ordinary Resolution 5 Approval of Directors’ Benefits up to RM40,000.00
Ordinary Resolution 6 Authority to Issue Shares
Ordinary Resolution 7 Share Buy-Back Authority
Please indicate with an “X” in the spaces provided whether you wish your votes to be cast for or against the resolutions. In the absence of specific direction,
your proxy will vote or abstain as he thinks fit.
Signed this _______ day of ______________________________, 2018

___________________________________
Signature of Shareholder/Common Seal
Notes:
1. A member of the Company entitled to attend and vote at a meeting shall be entitled to appoint not more than two (2) persons as his proxies to attend and vote. A proxy need
not be a member. There shall be no restrictions as to the qualification of the proxy. If a member appoints two (2) proxies, the appointments shall be invalid unless he specifies
the proportions of his holdings to be represented by each proxy. A proxy appointed shall exercise all or any of his rights to attend, participate, speak and vote at a meeting of
the Company.
2. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositors) Act 1991, it may appoint not more than two (2)
proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account.
3. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account
(“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.
4. The instrument appointing a proxy or proxies shall be in writing, executed by or on behalf of the appointor. In the case of a corporate member, the instrument appointing a
proxy must be either under its common seal or under the hand of its officer or attorney duly authorised.
5. The instrument appointing a proxy or proxies must be deposited at the Company’s Registered Office at Suite A, Level 9, Wawasan Open University, 54, Jalan Sultan Ahmad
Shah, 10050 Georgetown, Penang at least 48 hours before the time for holding the Meeting or any adjournments thereof.
6. Those proxy forms which are indicated with “√” in the spaces provided to show how the votes are to be cast will also be accepted.
7. Only members registered in the Record of Depositors as at 21 June 2018 shall be eligible to attend the Meeting or appoint a proxy to attend and vote on his behalf.
Then fold here
Affix
stamp
The Secretaries
(Company No: 640850-U)
Suite A, Level 9, Wawasan Open University,
54, Jalan Sultan Ahmad Shah,
10050 Georgetown, Penang
1st fold here

Mega Sun City Holdings Berhad (640850-U)
Unit D5-U6-9, Solaris Dutamas,
1, Jalan Dutamas 1,
504800 Kuala Lumpur, Malaysia.
Tel : +603-6203 7333
Fax : +603-6203 3899
www.megasuncity.com

Mega Sun City Holdings Berhad - Annual Report 2017 (Final - Bursa)

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ANNUAL

NOTICE OF ANNUAL GENERAL MEETING (cont’d)

8. Share Buy-Back Authority

NOTICE OF ANNUAL GENERAL MEETING (cont’d)

8. Share Buy-Back Authority (Cont’d)

(i) the MEGASUN Shares so purchased could be cancelled; or

whichever occurs first.

By Order of the Board

CHEW SIEW CHENG (MAICSA 7019191)

Date: 30 April 2018

NOTICE OF ANNUAL GENERAL MEETING (cont’d)

Explanatory Notes on Special Business

(ii) Authority to Issue Shares

NOTICE OF ANNUAL GENERAL MEETING (cont’d)

Explanatory Notes on Special Business (cont’d)

(ii) Authority to Issue Shares (cont’d)

(iii) Share Buy-Back Authority

STATEMENT ACCOMPANYING NOTICE OF

2. DETAILS OF THE PROPOSED SHARE BUY-BACK AUTHORITY

whichever occurs first.

STATEMENT TO SHAREHOLDERS (cont’d)

2. DETAILS OF THE PROPOSED SHARE BUY-BACK AUTHORITY (cont’d)

(i) cancel the shares so purchased;

STATEMENT TO SHAREHOLDERS (cont’d)

2. DETAILS OF THE PROPOSED SHARE BUY-BACK AUTHORITY (cont’d)

4. POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED SHARE BUY-BACK

5. FINANCIAL EFFECTS OF THE PROPOSED SHARE BUY-BACK AUTHORITY

5.1 Share Capital

STATEMENT TO SHAREHOLDERS (cont’d)

5. FINANCIAL EFFECTS OF THE PROPOSED SHARE BUY-BACK AUTHORITY (CONT’D)

5.1 Share Capital (Cont’d)

5.2 Net Assets per Share

5.3 Working Capital

STATEMENT TO SHAREHOLDERS (cont’d)

5. FINANCIAL EFFECTS OF THE PROPOSED SHARE BUY-BACK AUTHORITY (CONT’D)

6. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS

Dato’ Liang Chee 8,027,350 3.66 - - 8,027,350 4.07 - -

STATEMENT TO SHAREHOLDERS (cont’d)

6. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS (CONT’D)

ii) Substantial Shareholders

After the Proposed Share Buy-Back

Success Tower Sdn. 58,051,658 26.46 - - 58,051,658 29.40 - -

Puncak Jaya 27,147,500 12.37 - - 27,147,500 13.75 - -

Vantage Corporate - - 58,051,658+ 26.46 - - 58,051,658+ 29.40

+Deemed interest through Success Tower Sdn. Bhd.

7. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED WITH

STATEMENT TO SHAREHOLDERS (cont’d)

8. HISTORICAL SHARE PRICE OF THE COMPANY

Year 2017/2018 High (RM) Low (RM)

(Source : KLSE I3investor)

9. IMPLICATIONS OF THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 2010

STATEMENT TO SHAREHOLDERS (cont’d)

11. PUBLIC SHAREHOLDING SPREAD

12. APPROVAL REQUIRED

13. DIRECTORS’ RECOMMENDATION

14. FURTHER INFORMATION

STATEMENT TO SHAREHOLDERS (cont’d)

1. DIRECTORS’ RESPONSIBILITY STATEMENT

2. DOCUMENTS AVAILABLE FOR INSPECTION

(a) The Constitution of the Company; and

AUDIT COMMITTEE REGISTERED OFFICE

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