UNISEM-FinStatement

8/2/2019 UNISEM-FinStatement

1/32

Directors Report

Report Of The Auditors

Income Statements

Balance Sheets

Statement Of Changes

Cash Flow Statements

Notes To The Financial Statements

Statement And Declaration By Directors

23

29

30

31

32

33

35

44


2/32

23U N I S E M ( M ) B E R H A D 1 8 3 3 1 4 - V

The directors of UNISEM (M) BERHAD have pleasure in submitting their report and the audited

financial statements of the Group and the Company for the financial year ended December 31, 2000.

Principal Activities

The Company is principally involved in the manufacturing of semiconductor devices.

The subsidiary company, Unisem II Sdn. Bhd., a company incorporated in Malaysia, has notcommenced operations since its incorporation.

There has been no significant change in the nature of the activity of the Company during the financialyear.

Results Of Operations

The results of operations of the Group and the Company for the financial year are as follows:

The TheGroup Company

RM RM

Profit before tax 167,204,627 167,208,565Income tax expense (20,393,000) (20,393,000)

Net profit for the year 146,811,627 146,815,565

In the opinion of the directors, the results of operations of the Group and the Company during thefinancial year have not been substantially affected by any item, transaction or event of a material andunusual nature.

Dividends

A final dividend of 12%, tax-exempt, amounting to RM17,160,000 proposed in the previous financialyear and dealt with in the previous directors report was paid by the Company during the currentfinancial year.

An interim dividend of 10%, tax-exempt, amounting to RM14,300,000 was paid in respect of the currentfinancial year. The directors proposed a final dividend of 15%, tax-exempt, amounting to RM21,450,000in respect of the current financial year.

Direct ors ' Report


3/32

24

Reserves And Provisions

There were no material transfers to or from reserves or provisions during the financial year.

Issue Of Shares And Debentures

The Company has not issued any new shares or debentures during the financial year.

Employee Share Option Scheme (ESOS)

On August 3, 2000, the shareholders of the Company approved an ESOS for the benefit of eligibleemployees including full-time Executive Directors of the Company and its subsidiary company. The

salient features of the ESOS are as follows:

(a) The ESOS is set-up for participation in the ordinary share capital of the Company only;

(b) The total number of new ordinary shares to be offered under the ESOS shall not exceed ten (10)per centum of the issued and paid-up share capital of the Company at any point in time during theexistence of the scheme;

(c) Eligible Malaysian employees (including full-time Executive Directors of the Company and itssubsidiary company) are those who have been confirmed in service for at least one (1) continuousyear while a non-Malaysian employee must have been employed for at least three (3) continuousyears in any company within the Group on or prior to the date of offer pursuant to the ESOS;

(d) The criterion of allotment of new shares is by reference to the position of the eligible employee.

No option shall be granted for less than 1,000 ordinary shares nor more than 400,000 ordinaryshares to any individual employee or full-time Executive Director;

(e) The price payable for each ordinary share under the ESOS upon exercise of the option shall be ata discount of not more than ten (10) per centum from the weighted average of the mean marketquotation (calculated as the average of the highest and lowest price transacted) of the ordinaryshares as quoted and shown in the daily official list issued by the Kuala Lumpur Stock Exchangefor the five (5) preceding market days prior to the date of the offer, or the par value of such shareof the Company, whichever is the higher;

(f) The ESOS shall be in force for a period of five (5) years commencing September 7, 2000;

(g) The options granted shall be capable of being exercised at any time or times during the optionperiod; and

(h) The ESOS Committee is appointed by the Board of Directors of the Company to administer theScheme.


4/32

25U N I S E M ( M ) B E R H A D 1 8 3 3 1 4 - V

The movements in the options to take up unissued ordinary shares of RM1 each are as follows:

Number Option PriceRM

Granted on September 14, 2000 7,395,000 14.80Granted on October 3, 2000 120,000 13.50Granted on December 13, 2000 170,000 10.20

Balance as of December 31, 2000 7,685,000

There was no exercise of the options during the financial year.

Other Financial Information

Before the income statements and balance sheets of the Group and the Company were made out, thedirectors took reasonable steps:

(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and themaking of provision for doubtful debts and have satisfied themselves that all known bad debts havebeen written off and that adequate provision has been made for doubtful debts; and

(b) to ensure that any current assets which were unlikely to realise their book values in the ordinarycourse of business have been written down to their estimated realisable values.

At the date of this report, the directors are not aware of any circumstances:

(a) which would render the amount written off as bad debts or the provision for doubtful debts in thefinancial statements of the Group and the Company inadequate to any substantial extent; or

(b) which would render the values attributed to current assets in the financial statements of the Groupand the Company misleading; or

(c) which have arisen which render adherence to the existing method of valuation of assets orliabilities of the Group and the Company misleading or inappropriate; or

(d) not otherwise dealt with in this report or financial statements which would render any amount statedin the financial statements of the Group and the Company misleading.

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

(a) any charge on the assets of the Group and the Company which has arisen since the end of the

financial year and secures the liability of any other person; or

(b) any contingent liability of the Group and the Company which has arisen since the end of thefinancial year.

No contingent or other liability has become enforceable or is likely to become enforceable within theperiod of twelve months after the end of the financial year which, in the opinion of the directors, will ormay substantially affect the ability of the Group and the Company to meet its obligations as and whenthey fall due.


5/32

26

In the opinion of the directors, no item, transaction or event of a material and unusual nature has

arisen in the interval between the end of the financial year and the date of this report which is likely toaffect substantially the results of operations of the Group and the Company for the succeeding financialyear except as disclosed in Note 20 to the Financial Statements.

Directors

The following directors served on the Board of the Company since the date of the last report:

Mr. John Chia Sin TetY. Bhg. Tan Sri Dato Dr. Mohd. Rashdan bin Haji BabaY. Bhg. Tan Sri Dato Samshuri bin ArshadMr. Colin Garfield MacDonald

Mr. Yen Woon @ Low Sau CheeMr. Sundra Moorthi s/o V.M. KrishnasamyMr. Francis Chia Mong TetMr. Tee Yee LohMr. Chua Khing Chiew (alternate to Yen Woon @ Low Sau Chee)Mr. Koo Hong @ Ku Hong Hai (retired on 18.4.2000)

In accordance with Article 124 of the Companys Articles of Association, Messrs. Colin GarfieldMacDonald, Yen Woon @ Low Sau Chee and Tee Yee Loh retire by rotation and, being eligible, offerthemselves for re-election.

Directors Interest

The shareholdings in the Company of those who were directors at the end of the financial year, asrecorded in the Register of Directors Shareholdings kept by the Company under Section 134 of theCompanies Act, 1965, are as follows:

No. of ordinary shares of RM1 eachBalance at Bought/ Sold/ Balance at

1.1.2000 Transferred* Transferred* 31.12.2000

Registered in name of directorY. Bhg. Tan Sri Dato Dr. Mohd. Rashdan

bin Haji Baba 1,000,000* 1,000,000Mr. Colin Garfield MacDonald 7,051,049 340,000/ 6,336,049

375,000*Mr. Sundra Moorthi s/o V.M. Krishnasamy 9,000 9,000Mr. Francis Chia Mong Tet 3,058,200 1,600,000* 1,458,200Mr. Tee Yee Loh 2,214,600 500,000/ 1,465,790

248,810*


6/32

27U N I S E M ( M ) B E R H A D 1 8 3 3 1 4 - V

No. of ordinary shares of RM1 each

Balance at Bought/ Sold/ Balance at1.1.2000 Transferred* Transferred* 31.12.2000

Deemed interestMr. John Chia Sin Tet 46,855,600 46,855,600Y. Bhg. Tan Sri Dato Dr. Mohd. Rashdan

bin Haji Baba 1,000,000 17,000 1,000,000* 17,000Y. Bhg. Tan Sri Dato Samshuri

bin Arshad 200,000 200,000Mr. Colin Garfield MacDonald 375,000* 375,000Mr. Yen Woon @ Low Sau Chee 43,150,000 43,150,000Mr. Sundra Moorthi s/o V.M. Krishnasamy 2,000 2,000Mr. Francis Chia Mong Tet 1,000,000 1,600,000* 2,600,000

Mr. Tee Yee Loh 700,000 248,810* 948,810Mr. Chua Khing Chiew (Alternateto Yen Woon @ Low Sau Chee) 42,900,000 42,900,000

No. of ordinary shares under OptionBalance at Balance at

1.1.2000 Granted Exercised 31.12.2000

Mr. John Chia Sin Tet 400,000 400,000

Directors Benefits

Since the end of the previous financial year, none of the directors of the Company has received orbecome entitled to receive any benefit (other than those disclosed as directors remuneration in thefinancial statements) by reason of a contract made by the Company or a related corporation with thedirector or with a firm of which he is a member, or with a company in which he has a substantialfinancial interest except for any benefit which may be deemed to have arisen by virtue of the following:

(a) Professional fees paid to a partnership business in which Mr. Sundra Moorthi s/o V.M. Krishnasamyis also a partner; and

(b) Award of contracts as Project Managers for the construction and facilitization of plant expansion toa company in which Messrs. Francis Chia Mong Tet and Tee Yee Loh have financial interests.

During and at the end of the financial year, no arrangement subsisted to which the Company was aparty whereby directors of the Company might acquire benefits by means of the acquisition of sharesin, or debentures of, the Company or any other body corporate except for the ESOS as disclosed.


7/32

28

Auditor

The auditors, Messrs. Deloitte KassimChan (formerly known as Kassim Chan & Co.), have indicatedtheir willingness to continue in office.

Signed on behalf of the Boardin accordance with a resolution of the Directors,

JOHN CHIA SIN TET

COLIN GARFIELD MACDONALD

Kuala Lumpur,February 28, 2001


8/32

29U N I S E M ( M ) B E R H A D 1 8 3 3 1 4 - V

We have audited the accompanying balance sheets as of December 31, 2000, the related statements

of income, cash flows and changes in equity for the year then ended. These financial statements arethe responsibility of the Companys directors. Our responsibility is to express an opinion on thesefinancial statements based on our audit.

We conducted our audit in accordance with approved standards on auditing in Malaysia. Thesestandards require that we plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made by the directors, as well asevaluating the overall financial statements presentation. We believe that our audit provides areasonable basis for our opinion.

In our opinion:

(a) the abovementioned financial statements are properly drawn up in accordance with the provisionsof the Companies Act, 1965 and the applicable approved accounting standards in Malaysia so asto give a true and fair view of:

(i) the state of affairs of the Group and the Company as of December 31, 2000 and of the resultsand the cash flows of the Group and the Company for the year ended on that date; and

(ii) the matters required by Section 169 of the Act to be dealt with in the financial statements andconsolidated financial statements; and

(b) the accounting and other records and the registers required by the Act to be kept by the Companyand by the subsidiary company have been properly kept in accordance with the provisions of theAct.

We are satisfied that the financial statements of the subsidiary company that have been consolidatedwith the financial statements of the Company are in form and content appropriate and proper for thepurposes of the preparation of the consolidated financial statements, and we have received satisfactoryinformation and explanations as required by us for these purposes.

The auditors report on the financial statements of the subsidiary company was not subject to anyqualification and did not include any comment made under Sub-section (3) of Section 174 of the Act.

DELOITTE KASSIMCHANAF 0080Public Accountants

GREGORY WONG GUANG SENG787/3/01(J/PH)Partner

Ipoh,February 28, 2001

Report Of The Audi t orsTo The Mem bers Of Unisem (M) Berhad


9/32

30

The Group The Company

Note 2000 2000 1999RM RM RM

Revenue 403,880,264 403,880,264 310,296,137

Other operating income 9,840,993 9,840,993 13,253,805Changes in inventories of finished

goods and work-in-progress 199,970 199,970 903,171Raw materials and consumables used (89,233,332) (89,233,332) (62,833,959)Staff costs (46,499,051) (46,499,051) (32,806,755)Depreciation of property, plant and

equipment (40,985,589) (40,985,589) (22,474,309)Other operating expenses (69,998,628) (69,994,690) (49,381,171)

Profit before tax 4 167,204,627 167,208,565 156,956,919Income tax expense 5 (20,393,000) (20,393,000) 526

Net Profit for the year 146,811,627 146,815,565 156,957,445

Earnings per share

Basic 7 102.7 sen

Diluted 7 102.6 sen

The accompanying Notes form an integral part of the Financial Statements.

I nc ome Sta t ementsFor The Year Ended Decem ber 31, 2000


10/32

31U N I S E M ( M ) B E R H A D 1 8 3 3 1 4 - V


Note 2000 2000 1999RM RM RM

ASSETS

Property, plant and equipment 8 594,501,027 594,501,027 249,429,024Subsidiary company 9 1,404,167

Current AssetsInventories 10 32,334,863 32,334,863 16,168,447Trade receivables 71,284,724 71,284,724 53,625,841Other receivables, deposits and

prepayments 15,290,160 13,888,933 3,467,900

Fixed deposits, cash and bank balances 11 133,611,669 133,611,667 301,086,339

252,521,416 251,120,187 374,348,527

Current LiabilitiesTrade payables 15,690,224 15,690,224 18,215,554Other payables and accrued expenses 12 & 13 157,977,448 157,976,448 65,027,381Tax liabilities 17,468,528 17,468,528 Proposed dividend 6 21,450,000 21,450,000 17,160,000

212,586,200 212,585,200 100,402,935

Net Current Assets 39,935,216 38,534,987 273,945,592

Net Assets 634,436,243 634,440,181 523,374,616

Represented by:

Issued capital 15 143,000,000 143,000,000 143,000,000

Reserves 16 491,436,243 491,440,181 380,374,616

Shareholders Equity 634,436,243 634,440,181 523,374,616


Balanc e SheetsAs Of Decem ber 31, 2000


11/32

32

Non-

distributable DistributableReserve Reserve

Issued Share UnappropriatedThe Group Note Capital Premium Profit Total

RM RM RM RM

Balance as ofJanuary 1, 1999 143,000,000 152,392,308 99,624,863 395,017,171

Net profit for the year 156,957,445 156,957,445Dividends 6 (28,600,000) (28,600,000)

Balance as of

December 31, 1999 143,000,000 152,392,308 227,982,308 523,374,616


Balance as ofDecember 31, 2000 143,000,000 152,392,308 339,043,935 634,436,243

The Company

Balance as ofJanuary 1, 1999 143,000,000 152,392,308 99,624,863 395,017,171






St at em ent Of Changes In Equi t yFor The Year Ended Decem ber 31, 2000


12/32

33U N I S E M ( M ) B E R H A D 1 8 3 3 1 4 - V


Note 2000 2000 1999RM RM RM

CASH FLOWS FROM/(USED IN)OPERATING ACTIVITIES

Profit before tax 167,204,627 167,208,565 156,956,919Adjustments for:

Depreciation of property, plant andequipment 40,985,589 40,985,589 22,474,309

(Gain)/Loss on disposal of property,plant and equipment 57,639 57,639 (69,199)

Property, plant and equipment written off 279 279 Interest income (6,830,267) (6,830,267) (11,829,499)Overcapitalisation of land related

expenses 64,468

Operating Profit Before Working CapitalChanges 201,417,867 201,421,805 167,596,998

Increase in inventories (16,166,416) (16,166,416) (4,468,341)Increase in trade receivables (17,658,883) (17,658,883) (24,974,608)Increase in other receivables, deposits

and prepayments (11,771,590) (10,370,363) (73,747)(Decrease)/Increase in trade payables (2,525,330) (2,525,330) 9,040,232Increase in other payables and accrued

expenses 92,950,067 92,949,067 48,294,899

Cash Generated From Operations 246,245,715 247,649,880 195,415,433Interest received 6,779,597 6,779,597 11,553,326

Income tax paid (2,924,472) (2,924,472) (2,924,474)

Net Cash Generated From Operating Activities 250,100,840 251,505,005 204,044,285

CASH FLOWS FROM/(USED IN)INVESTING ACTIVITIES

Proceeds from disposal of property,plant and equipment 41,100 41,100 419,525

Acquisition of subsidiary company* (2) Advances to subsidiary company (1,404,165) Purchase of property, plant and equipment (386,156,610) (386,156,610) (128,861,542)

Net Cash Used In Investing Activities (386,115,510) (387,519,677) (128,442,017)

(Forward)

Cash Flow St a t ement sFor The Year Ended December 31, 2000


13/32

34


Note 2000 2000 1999RM RM RM

CASH FLOWS USED IN FINANCINGACTIVITIES

Dividends paid (31,460,000) (31,460,000) (28,600,000)

NET (DECREASE)/INCREASE INCASH AND CASH EQUIVALENTS (167,474,670) (167,474,672) 47,002,268

CASH AND CASH EQUIVALENTSAT BEGINNING OF YEAR 301,086,339 301,086,339 254,084,071

CASH AND CASH EQUIVALENTS

AT END OF YEAR 19 133,611,669 133,611,667 301,086,339

* ANALYSIS OF ACQUISITION OF SUBSIDIARY COMPANY

During the financial year, the Company acquired Unisem II Sdn. Bhd.. The fair value of the assetsacquired and the liabilities assumed are as follows:

RM

Preliminary expenses 2,350Payables (2,348)

Total acquisition cost 2

Less: Cash balance of subsidiary company acquired (2)

Cash flow on acquisition, net of cash required



14/32

35U N I S E M ( M ) B E R H A D 1 8 3 3 1 4 - V

1. Principal Activities

The Company is principally involved in the manufacturing of semiconductor devices.

The subsidiary company, Unisem II Sdn. Bhd., a company incorporated in Malaysia, has notcommenced operations since its incorporation.

There has been no significant change in the nature of the activity of the Company during thefinancial year.

2. Basis Of Preparation Of The Financial Statements

The financial statements of the Group and the Company have been prepared in accordance with

the provisions of the Companies Act, 1965 and the applicable approved accounting standards ofthe Malaysian Accounting Standards Board.

During the financial year, the Group and the Company adopted the MASB 1, Presentation ofFinancial Statements which is effective for financial periods commencing on and after July 1, 1999.Accordingly, the presentation and disclosure of the financial information have been modified toconform with the requirements of MASB 1. Certain comparative figures have been reclassified toachieve a consistent presentation.

3. Significant Accounting Policies

Basis of Accounting

The financial statements of the Group and the Company have been prepared under the historicalcost convention.

Revenue

Revenue of the Company represents sales of goods at gross invoiced value less discounts andreturns.

Foreign Currency Conversion

Transactions in foreign currencies are converted into Ringgit Malaysia at exchange rates prevailingat the transaction dates or, where settlement has not yet been made at the end of the financialyear, at approximate exchange rates prevailing at that date. All foreign exchange gains or losses

are taken up in the income statement.

Income Tax

The tax effects of transactions are generally recognised, using the liability method, when suchtransactions enter into the determination of net income regardless of when they are recognised fortax purposes. However, where timing differences give rise to a net deferred tax debit, the taxeffects are recognised generally on actual realisation.

Not es To The Financ ia l St at em ent s


15/32

36

Property, Plant and Equipment and Depreciation

Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation of allother property, plant and equipment except for capital work-in-progress which is not depreciated, iscomputed on the straight-line method at rates based on the estimated useful lives of the variousassets.

Long-term leasehold land is amortised over the period of the lease of 99 years.

The annual depreciation rates are as follows:

Buildings 2%Plant and machinery 10%Electrical installation 10%

Office equipment 10%Air-conditioners 10%Motor vehicles 20%Furniture and fittings 10%

Basis of Consolidation

The consolidated financial statements incorporate the financial statements of the Company and thesubsidiary company made up to the end of the financial year. The results of subsidiay companyacquired during the financial year are included in the consolidated financial statements from theeffective date of acquisition.

All significant intercompany transactions and balances are eliminated on consolidation.

Investment

Investment in subsidiary company, which is eliminated on consolidation is stated in the Companysfinancial statements at cost less provision for permanent diminution in value, if any.

A provision is made when the directors are of the opinion that a permanent diminution in value ofan investment has occurred.

Inventories

Inventories are valued at the lower of cost and net realisable value. Cost is determined on theweighted average method. The cost of raw materials and factory supplies comprises the originalpurchase price plus cost of bringing the inventories to their present location. The cost of work-in-progress and finished goods comprises the cost of raw materials, direct labour and an appropriateproportion of factory overheads.

Receivables

Bad debts are written off while provision for doubtful debts is made based on estimates of possiblelosses which may arise from non-collection of certain receivable accounts.


16/32

37U N I S E M ( M ) B E R H A D 1 8 3 3 1 4 - V

Cash Flow Statements

The Group and the Company adopt the indirect method in the preparation of the cash flowstatements.

Cash equivalents are short-term, highly liquid investments with maturities of three months or lessfrom the date of acquisition and are readily convertible to cash with insignificant risks of changes invalue.

4. Profit Before Tax

The Group The Company2000 2000 1999

RM RM RM

Profit before tax is arrived at:

After charging:

Directors remuneration:Fees 667,800 667,800 562,500Other emoluments 1,127,280 1,127,280 1,931,739

Rental of premises 202,376 202,376 67,759Loss on disposal of property, plant

and equipment 57,639 57,639 Audit fee:

Statutory 31,000 30,000 35,000

Special 30,000 30,000 Preliminary expenses written off 2,350 Property, plant and equipment written off 279 279

And crediting:

Interest on fixed deposits 6,830,267 6,830,267 11,829,499Gain on foreign exchange 2,547,838 2,547,838 1,085,105Gain on disposal of property, plant

and equipment 69,199

The estimated monetary value of benefits-in-kind received and receivable by directors otherwisethan in cash from the Group and the Company amounted to RM50,050 (1999: RM54,417)


17/32

38

5. Income Tax Expense

The Group The Company2000 2000 1999RM RM RM

Income tax expense for the Groupand the Company consists of:Current year 20,393,000 20,393,000 Overprovision in prior year (526)

20,393,000 20,393,000 (526)

The effective tax rates of the Group and the Company for the current financial year are lower thanthe statutory income tax rate due mainly to pioneer status being granted in respect of certainproducts of the Company for a period of five years commencing February 1, 2000.

In accordance with the Income Tax (Amendment) Act, 1999, tax on chargeable income for Year ofAssessment 2000 (Preceding Year Basis) is waived. Accordingly, no provision for income tax wasrequired to be made for the previous financial year.

6. Dividends

The Group and The Company

An interim dividend of 10%, tax-exempt, amounting to RM14,300,000 was paid in respect of the

current financial year.

The directors have proposed a final dividend of 15%, tax-exempt, amounting to RM21,450,000 inrespect of the current financial year. This dividend which is subject to approval by shareholders atthe forthcoming Annual General Meeting, has been included as a liability in the financialstatements. Dividends per share during the year is 25 sen (1999: 20 sen)

The proposed final dividend is payable in respect of all shares in issue as at the date of thefinancial statements.

7. Earnings Per Share

Basic

The basic earnings per share of the Group has been calculated based on the Groups profit aftertax RM146,811,627 and on the number of ordinary shares in issue during the financial year of143,000,000.


18/32

39U N I S E M ( M ) B E R H A D 1 8 3 3 1 4 - V

Diluted

The fully diluted earnings per share for the Group for 2000 has been calculated based on theGr ou ps profit after tax of RM146,811,627 and on the adjusted weighted average number ofordinary shares issued and issuable of 143,040,790. The adjusted weighted average number ofordinary shares issued and issuable has been arrived at based on the assumption that 40,790 ofthe shares issuable on the exercise of the share options, were issued on December 31, 2000.

8. Property, Plant And Equipment

Property, plant and equipment in 2000 consist of the following:

The Group and The Company

--------------------------------Cost----------------------------- ------------------Accumulated Depreciation------------------At beginning At end At beginning Charge for At end

of year Additions Disposals of year of year the year Disposals of yearRM RM RM RM RM RM RM RM

Long-term leasehold land 2,992,941 2,992,941 123,446 33,710 157,156Buildings 17,081,528 2,260,588 19,342,116 1,438,322 367,406 1,805,728Plant and machinery 286,216,474 343,484,641 (258,918) 629,442,197 73,838,973 38,667,552 (162,475) 112,344,050Electrical installation 5,864,870 1 ,903,159 7 ,768,029 2,117,261 646,054 2 ,763,315Office equipment 3,762,902 2,277,606 (8,000) 6,032,508 897,761 477,636 (5,425) 1,369,972Air-conditioners 427,332 1,226,253 1,653,585 97,817 108,229 206,046Motor vehicles 2,958,145 82,866 3,041,011 1,272,585 546,520 1,819,105Furniture and fittings 1,226,097 560,179 1,786,276 458,501 138,482 596,983

Capital work-in-progress 9,143,401 34,361,318 43,504,719

329,673,690 386,156,610 (266,918) 715,563,382 80,244,666 40,985,589 (167,900) 121,062,355

Net Book ValueAt beginning At end

of year of yearRM RM

Long-term leasehold land 2,869,495 2,835,785Buildings 15,643,206 17,536,388Plant and machinery 212,377,501 517,098,147Electrical installation 3,747,609 5,004,714Office equipment 2,865,141 4,662,536Air-conditioners 329,515 1,447,539Motor vehicles 1,685,560 1,221,906Furniture and fittings 767,596 1,189,293Capital work-in-progress 9,143,401 43,504,719

249,429,024 594,501,027


19/32

40

9. Subsidiary Company

The Company2000 1999RM RM

Unquoted shares, at cost 2 Amount owing by subsidiary company 1,404,165

1,404,167

The wholly-owned subsidiary company is Unisem II Sdn. Bhd., a company incorporated in Malaysia.The subsidiary company is pre-operating at balance sheet date.

The amount owing by subsidiary company arose mainly from payments made on behalf for theacquisition of a piece of industrial land. The amount owing by subsidiary company is unsecured,interest-free and has no fixed repayment terms.

10. Inventories


At cost:Finished goods 271,859 271,859 294,695

Work-in-progress 1,677,831 1,677,831 1,455,025Raw materials 22,912,612 22,912,612 10,676,259Factory supplies 7,472,561 7,472,561 3,742,468

32,334,863 32,334,863 16,168,447

11. Fixed Deposit, Cash And Bank Balances


Fixed deposits with licensed banks 125,739,680 125,739,680 297,070,982Cash and bank balances 7,871,989 7,871,987 4,015,357

133,611,669 133,611,667 301,086,339


20/32

41U N I S E M ( M ) B E R H A D 1 8 3 3 1 4 - V

12. Other Payables And Accrued Expenses

Other payables and accured expenses comprise of:


Other payables 152,414,704 152,414,704 54,458,628Accrued expenses 5,562,744 5,561,744 10,568,753

157,977,448 157,976,448 65,027,381

Other payables arose mainly from the acquisition of plant and machinery and facilitisation ofcleanrooms in line with the expansion programme embarked by the Company.

13. Related Party Transactions

Related parties are entitles which have common directors and/or shareholders with the Company,excluding those disclosed as related companies.

During the financial year, the significant related party transactions are as follows:

2000 1999RM RM

Amount paid to a company which directorshave substantial interests for servicesrendered to the company 3,438,488 116,831

Professional fees paid to a firm in which adirector is a partner 3,875 16,320

The directors of the Company are of the option that the above transactions have been entered inthe normal course of business and have been established under terms that are no less favourablethan those arranged with independent third parties.

The outstanding balances arising from the above transactions are as follows:

2000 1999RM RM

Payables:Included in other payables` 133,455


21/32

42

14. Deferred Taxation

Details of potential deferred tax liability, calculated under the liability method, are as follows:


Cumulative timing differences between depreciationand tax allowances on property, plant and equipment 74,384,000 74,384,000 44,574,000

Potential deferred tax liability not taken up in thefinancial statements calculated at 28% tax rate 20,827,000 20,827,000 12,481,000

The potential deferred tax liability of the Group and the Company is not provided for in the financialstatements as it is anticipated that the tax effect of such deferrals will continue in the foreseeablefuture.

15. Share CapitalThe Group The Company

2000 2000 1999RM RM RM

Authorised:Ordinary shares of RM1 each 500,000,000 500,000,000 500,000,000

Issued and fully paid:Ordinary shares of RM1 each 143,000,000 143,000,000 143,000,000

16. Reserves

Subject to agreement with the Inland Revenue Board, the Company has a tax-exempt accountarising from its pioneer status amounting to approximately RM131,304,000 (1999: RM140,301,000)and a Section 108 tax credit of RM23,636,000 (1999: RM3,243,000). The Company also has aspecial tax-exempt account arising from the waiver of tax on chargeable income for Year ofAssessment 2000 (Preceding Year Basis) of approximately RM118,606,000. A c cor d ingl y, theCompany may distribute in full all of its unappropriated profit as at December 31, 2000 by way ofcash dividends without incurring any additional income tax.

17. Capital Commitments The Group The Company2000 2000 1999RM RM RM

Capital expenditure:Contracted but not provided for 90,130,000 84,654,000 64,770,000Approved but not contracted for 237,162,000

90,130,000 84,654,000 301,932,000


22/32

43U N I S E M ( M ) B E R H A D 1 8 3 3 1 4 - V

18. Segmental Information

The Company operates within one industry and one geographical area. As such, segmentalinformation is not presented.

19. Cash And Cash Equivalents

Cash and cash equivalents comprise the following:


Fixed deposits with licensed banks 125,739,680 125,739,680 297,070,982Cash and bank balances 7,871,989 7,871,987 4,015,357

133,611,669 133,611,667 301,086,339

20. Subsequent Event

On February 23, 2001, the Company subscribed for an additional 299,998 new ordinary shares ofRM1 each at par in its wholly-owned subsidiary company, Unisem II Sdn. Bhd. There was nochange in the Groups effective interest.

21. General Information

The total number of employees of the Group and the Company at year end were 3,199 (1999:2,099).

The registered office and principal place of business of the Group and the Company are as follows:

Registered Office : Letter Box #95, 9th Floor, UBN Tower,No. 10, Jalan P. Ramlee, 50250 Kuala Lumpur.

Principal Place : No. 1, Persiaran Pulai Jaya 9,of Business Kawasan Perindustrian Pulai Jaya, 31300 Ipoh.

22. Comparative Figures

As the consolidated balance sheet, statements of income, cash flow and changes in equity havebeen drawn up for the first time, no comparative figures are presented.


23/32

44

St a tem ent And Dec la ra t ion By D irec t o rs

STATEMENT BY DIRECTORSThe directors of UNISEM (M) BERHAD state that, in their opinion, the accompanying balance sheetsand statements of income, cash flows and changes in equity, are drawn up in accordance with theprovisions of the Companies Act, 1965 and the applicable approved accounting standards in Malaysiaso as to give a true and fair view of the state of affairs of the Group and the Company as ofDecember 31, 2000 and of the results of their businesses and the cash flows of the Group and theCompany for the year ended on that date.

Signed in accordance with a resolution of the Directors,

JOHN CHIA SIN TET

COLIN GARFIELD MACDONALD

Kuala Lumpur,February 28, 2001

DECLARATION BY THE DIRECTOR PRIMARILY RESPONSIBLE FORTHE FINANCIAL MANAGEMENT OF THE COMPANY

I, JOHN CHIA SIN TET, the director primarily responsible for the financial management of UNISEM (M)BERHAD, do solemnly and sincerely declare that the accompanying balance sheets and statements of

income, cash flows and changes in equity are, in my opinion, correct, and I make this solemndeclaration conscientiously believing the same to be true, and by virtue of the provisions of theStatutory Declarations Act, l960.

Subscribed and solemnly declared by the abovenamed )JOHN CHIA SIN TET at KUALA LUMPUR )on 28th day of February, 2001. )

JOHN CHIA SIN TET

Before me,

TEONG KIAN MENG (No. W147)COMMISSIONER FOR OATHS


24/32

45U N I S E M ( M ) B E R H A D 1 8 3 3 1 4 - V

Audi t Comm i t t ee Char te r

1. COMPOSITION OF THE AUDIT COMMITTEE

The Committee shall consist of at least three (3) members but not more than five (5) members,appointed by the Board from amongst the Directors, comprising a majority of directors independentof management and executive functions (independent non-executive Directors. If a member of anaudit committee resigns, dies or for any other reason ceases to be a member with the result thatthe number of members is reduced below three (3), the Board shall, within three (3) months of thatevent, appoint such number of new members as may be required to make up the minimum numberof three (3) members. The Chairman of the Audit Committee shall be appointed by the Board fromamongst the independent non-executive Directors.

2. MEETING

The Audit Committee shall meet at least three (3) times per year, and as many times as theCommittee deems necessary.

3. ATTENDANCE

The quorum for the Audit Committee shall be two (2) members who are independent non-executiveDirectors. As necessary or desirable, the Chairman may request that members of management, theinternal auditor and representatives of the independent auditors be present at meetings of theCommittee.

4. MINUTES

4.1 The Company Secretary of the Company shall be present at all meetings to record minutes.

4.2 Minutes of each meeting shall be prepared and sent to Committee members, and theCompanys Directors who are not members of the Committee. A copy of the minutes shall befiled with the Company.

5. TERMS OF REFERENCE

I) Authority

The Audit Committee shall be granted the authority to investigate any activity of the Companyand its subsidiaries and all employees shall be directed to co-operate as requested by

members of the Committee. The Committee shall be empowered to retain persons havingspecial competence as necessary to assist the Committee in fulfilling its responsibilities.


25/32

46

II) Responsibilities

a. The Audit Committee shall serve as a focal point for communications between Non-Committee Directors, the independent auditors, internal auditors and the Company'smanagement, as their duties relate to financial accounting, reporting and controls.

b. The Audit Committee shall assist the Board of Directors in fulfilling its fiduciaryresponsibilities as to accounting policies and reporting practices of the Company and itssubsidiaries and the sufficiency of auditing relating thereto.

c. The Audit Committee shall be the Board's principal agent in assuring the independence ofthe Company's independent auditors, the integrity of management, and the adequacy ofdisclosures to stockholders. The opportunity for the independent auditors to meet with theentire Board of Directors as needed is not be restricted, however.

III) Specific Duties

The Audit Committee shall at all times comply with Section 344A of the Kuala Lumpur StockExchange Listing Requirements and in particular shall:

a. Inform the independent auditors and management that the independent auditors and theCommittee may communicate with each other at all times and the independent auditorshave the right to appear and be heard at any meeting of the Committee and shall appearbefore the Committee when required to do so by the Committee; and the CommitteeChairman may call a meeting whenever he deems it necessary or upon the request of theindependent auditors.

b. Review with the Company's management, independent auditors and the internal auditor,

the Company's general policies and procedures to reasonably assure the adequacy ofinternal accounting and financial reporting controls.

c. Have familiarity, through the individual efforts of its members, with the accounting andreporting principles and practices applied by the Company in preparing its financialstatements. Further, the Committee shall make, or cause to be made, all necessaryinquiries to management and the independent auditors concerning established standards ofcorporate conduct and performance, and deviations therefrom.

d. R ev ie w, prior to the annual audit, the scope and general extent of the independentauditors' audit examination, including their engagement letter. The auditors' fees are to bearranged with management, and annually summarised for Committee review. T h eCommittee's review should entail an understanding from the independent auditors of thefactors considered by the auditors in determining his audit scope, including:

Industry and business risk and characteristics of the Company. External reporting requirements. Materiality of the various segments of the Company's consolidated and non-consolidated

activities. Quality of internal accounting controls. Extent of involvement of internal audit in the audit examination. Other areas to be covering during the audit engagement.


26/32

47U N I S E M ( M ) B E R H A D 1 8 3 3 1 4 - V

e. Review the extent of non-audit services provided by the independent auditors in relation to

the objectivity needed in the audit.

f. Review with management and the independent auditors, upon completion of their audit,financial results for the year, prior to their submission to the Board and release to thepublic. This review shall encompass:

The Company's annual report to shareholders including the financial statements andsupplemental disclosures required by generally accepted accounting principles and theInternational Accounting Standards.

Significant transactions not a normal part of the Company's operations. Changes, if any, during the year in the Company's accounting principles or their

applications. Significant adjustments proposed by the independent auditors.

g. Evaluate the co-operation received by the independent auditors during the auditexamination, including their access to all requested records, date and information. Also,elicit the comments of management regarding the responsiveness of the independentauditors to the Company's needs. Inquire of the independent auditors whether there havebeen any disagreements with management, which if not satisfactorily resolved would havecaused them to issue a non-standard report on the Company's financial statements.

h. Discuss with the independent auditors the quality of the Company's financial andaccounting personnel, and any relevant recommendations which the independent auditorsmay have (including those in their "letter of comments and recommendations"). Topics tobe considered during this discussion include improving internal financial controls, the auditplan, the audit report, the selection of accounting principles, any related party transactionthat may arise within the Company and management reporting system. Review written

responses of management to "letter of comments and recommendations" from theindependent auditors.

i. Discuss with Company management the scope and quality of internal accounting andfinancial reporting controls in effect.

j. Inform the Board of Directors, through minutes and special presentations as necessary, ofsignificant developments in the course of performing the above duties.

k. Recommend to the Board of Directors any appropriate extension or changes in the dutiesof the Committee.

l. Recommend to the Board of Directors the retention or non-retention of the independentauditors, and provide a written summary of the basis for the recommendations.


27/32

48

Sharehold ing St at is t ic sAs At 16 t h March 2001

1. Authorised Share Capital : RM500,000,000

Issued and paid-up Share Capital : RM143,000,000Class of Shares : Ordinary shares of RM1.00 eachVoting Right : 1 vote per share

2. Distribution of shareholders

No. of holders Holdings Total holdings %

39 Less than 1,000 3,805 0.00

3802 1,000 to 10,000 8,406,472 5.88

433 10,001 to 100,000 15,038,089 10.52

147 100,001 to less than 5% of issued shares 75,651,634 53.60

1 5% and above of issued shares 42,900,000 30.00

3. List of substantial shareholders (2% and above excluding bare trustees) and their direct anddeemed interests as shown in the Register of Substantial Shareholders

Direct Interest Deemed Interest

No. of % of total No. of % of totalshares held issued shares held issued

shares shares

Bandar Rasah Sdn Bhd 42,900,000 30.00

The Great Eastern Life AssuranceCo Ltd 5,155,000 3.60 (a) 3,471,000 2.43 (b)

Colin Garfield MacDonald 5,011,049 3.50 1,700,000 1.19 (c)

Employees Provident Fund Board 4,133,000 2.89

Jayvest Holdings Sdn Bhd 3,555,600 2.49 42,900,000 30.00 (d)

Prudential Portfolio ManagersSingapore Ltd 3,514,000 2.46

Great Eastern Life Assurance(Malaysia) Berhad 3,471,000 2.43

(e)

Koo Hong @ Ku Hong Hai 3,083,063 2.16


28/32

49U N I S E M ( M ) B E R H A D 1 8 3 3 1 4 - V

List of substantial shareholders (contd)



shares shares

Francis Chia Mong Tet 1,458,200 1.02 2,600,000 1.82 (c)

John Chia Sin Tet 46,855,600 32.77 (f)

Soo Yut Kuan 400,000 0.28 46,455,600 32.49 (g)

Noadwood Sdn Bhd 42,900,000 30.00

(d)

Yen Woon @ Low Sau Chee 43,150,000 30.17 (h)

Chua Khing Chiew 42,900,000 30.00 (i)

Oversea-Chinese BankingCorporation Ltd 9,944,000 6.95 (j)

Great Eastern Holdings Limited 9,944,000 6.95 (j)

GEL Capital (Malaysia) Berhad 3,471,000 2.43 (b)

Notes:

(a) Held as bare trustee by Malaysia Nominees (Asing) Sdn Bhd

(b) Held indirectly through Great Eastern Life Assurance (Malaysia) Berhad

(c) Held indirectly through nominee companies under pledged securities accounts

(d) Held indirectly through Bandar Rasah Sdn Bhd

(e) Held as bare trustee by Malaysia Nominees (Tempatan) Sdn Bhd

(f) Held indirectly through his spouse, Bandar Rasah Sdn Bhd and Jayvest Holdings Sdn Bhd

(g) Held indirectly through Bandar Rasah Sdn Bhd and Jayvest Holdings Sdn Bhd

(h) Held indirectly through his spouse and Noadwood Sdn Bhd

(i) Held indirectly through Noadwood Sdn Bhd

(j) Held indirectly through The Great Eastern Life Assurance Co Ltd, Great Eastern Life Assurance (Malaysia) Berhad,

The Overseas Assurance Corporation Ltd and Overseas Assurance Corporation (M) Bhd


29/32

50

4. List of Directors shareholding as shown in the Register of Directors



shares shares

John Chia Sin Tet 46,855,600 32.77 (a)

Y. Bhg. Tan Sri Dato Dr MohdRashdan bin Haji Baba 1,000,000 0.70 17,000 0.00 (b)

Y. Bhg. Tan Sri Dato Samshuribin Arshad 200,000 0.14 (b)

Colin Garfield MacDonald 5,011,049 3.50 1,700,000 1.19 (b)

Yen Woon @ Low Sau Chee 43,150,000 30.17 (c)

Sundra Moorthi s/o V.M. Krishnasamy 9,000 0.01 2,000 0.00 (d)

Francis Chia Mong Tet 1,458,200 1.02 2,600,000 1.82 (b)

Tee Yee Loh 1,465,790 1.03 948,810 0.66 (b)

Chua Khing Chiew 42,900,000 30.00 (e)

Notes:

(a) Held indirectly through his spouse, Bandar Rasah Sdn Bhd and Jayvest Holdings Sdn Bhd.

(b) Held indirectly through nominee companies under pledged securities accounts.

(c) Held indirectly through his spouse and Noadwood Sdn Bhd.

(d) Held indirectly through his spouse.

(e) Held indirectly through Noadwood Sdn Bhd.

5. List of thirty largest shareholders according to the Record of Depositors (without aggregating thesecurities from different securities from different securities accounts belonging to the sameperson(s))

Shareholders No. of shares % ofheld issued

(direct interest) shares

1. Bandar Rasah Sdn Bhd 42,900,000 30.00

2. Malaysia Nominees (Asing) Sdn BhdQualifier: Straits Lion Asset Management Pte Ltdfor The Great Eastern Life Assurance Co Ltd 5,155,000 3.60

3. Colin Garfield MacDonald 5,011,049 3.50


30/32

51U N I S E M ( M ) B E R H A D 1 8 3 3 1 4 - V

List of thirty largest shareholders (contd)



4. Employees Provident Fund Board 4,133,000 2.89

5. Jayvest Holdings Sdn Bhd 3,555,600 2.49

6. Malaysia Nominees (Tempatan) Sdn BhdQualifier: Great Eastern Life Assurance (Malaysia) Berhad 3,471,000 2.43

7. Koo Hong @ Ku Hong Hai 3,083,063 2.16

8. Southern Nominees (Tempatan) Sdn BhdQualifier: Pledged Securities Accountfor Francis Chia Mong Tet 2,600,000 1.82

9. Malaysia National Insurance Berhad 2,312,000 1.62

10. Chase Malaysia Nominees (Asing) Sdn BhdQualifier: Abu Dhabi Investment Authority 1,750,000 1.22

11. Cartaban Nominees (Asing) Sdn BhdQualifier: Unibank AS Copenhagenfor Uni-Invest Engros Asiatiske Aktier 1,525,000 1.07

12. Tee Yee Loh 1,465,790 1.03

13. Francis Chia Mong Tet 1,458,200 1.02

14. DB (Malaysia) Nominee (Asing) Sdn BhdQualifier: DB GCS London for Morgan Grenfell GlobalSelect Funds Global Emerging Markets Fund 1,350,000 0.94

15. Citicorp Nominees (Asing) Sdn BhdQualifier: TNTC for Governmentof Singapore Investment Corporation Pte Ltd 1,316,000 0.92

16. Low Kim Bee @ Lau Kim Bee 1,307,000 0.91

17. HSBC Nominees (Asing) Sdn Bhd

Qualifier: HSBC BK PLCfor Prudential Assurance Company Ltd 1,292,000 0.90

18. Arab-Malaysian Nominees (Tempatan) Sdn BhdQualifier: Arab-Malaysian Trustee Bhdfor BHLB Pacific Dana Al-Ihsan 1,032,000 0.72


31/32

52

List of thirty largest shareholders (contd)



19. OUB Nominees (Tempatan) Sdn BhdQualifier: Pledged Securities Accountfor Colin Garfield MacDonald 1,000,000 0.70

20. Mohamed Rashdan bin Baba 1,000,000 0.70

21. JF Apex Nominees (Tempatan) Sdn BhdQualifier: Pledged Securities Accountfor Chia En Tet Joseph 1,000,000 0.70

22. Overseas Assurance Corporation (Malaysia) Berhad 918,000 0.64

23. HLG Nominee (Asing) Sdn BhdQualifier: APS Asset Management Pte Ltdfor Sampo Life Insurance Co Ltd 911,000 0.64

24. Cartaban Nominees (Asing) Sdn BhdQualifier: State Street Australia Fund Q3ANfor National Investment Trust Company Malaysia Fund 848,000 0.59

25. Citicorp Nominees (Asing) Sdn BhdQualifier: CB LDN for Stichting Shell Pensioenfonds 755,000 0.53

26. HSBC Nominees (Asing) Sdn BhdQualifier: HSBC BIL for Prudential Assurance Co Ltd(HK Branch Life) 668,000 0.47

27. Universal Trustee (Malaysia) BerhadQualifier: BHLB Pacific High Growth Fund 621,000 0.43

28. HSBC Nominees (Asing) Sdn BhdQualifier: BBH (LUX) SCA for Fidelity Funds Asean 600,000 0.42

29. HLG Nominee (Tempatan) Sdn BhdQualifier: PB Trustee Services Berhad for HLB Growth Fund 600,000 0.42

30. DB (Malaysia) Nominee (Asing) Sdn BhdQualifier: DBSPN for Prudential Assurance CompanySingapore (PTE) Limited (Prulink Fund) 600,000 0.42


32/32

Date post:	05-Apr-2018
Category:	Documents
Upload:	deepak-ghugardare
View:	217 times
Download:	0 times

UNISEM-FinStatement

Documents