APEX AnnualReport2012

APEX EQUITY HOLDINGS BERHAD
(208232-A)
6th Floor, Menara Apex, Off Jalan Semenyih, Bukit Mewah, 43000 Kajang, Selangor Darul Ehsan
Tel : 603-8736 1118 Fax : 603-8737 3261
www. apexequi t y. com. my www. apexet rade. com
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Stepping into
New Frontier
Annual Report 2012
APEX EQUITY HOLDINGS BERHAD (208232-A) Annual Report 2012
Contents
2 Notice of Annual General Meeting
7 Statement Accompanying Notice of
Annual General Meeting
8 Directors Profle
11 Chairmans Statement
15 Corporate Structure
16 Corporate Information
17 Corporate Governance Statement
31 Corporate Sustainability Statement
32 Corporate Social Responsibility
35 Audit Committee Report
38 Statement on Risk Management
and Internal Control
41 Disclosure of Recurrent Related Party Transactions
42 Directors Responsibility Statement
43 Group Financial Highlights
46 Additional Compliance Information
47 Financial Statements
143 Shareholders Analysis Report
146 List of Properties
Form of Proxy
2
Notice of ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 23
rd

Annual General Meeting of the members of
Apex Equity Holdings Berhad will be held
at the Conference Room, 10
th
Floor, Menara
Apex, Off Jalan Semenyih, Bukit Mewah,
43000 Kajang, Selangor Darul Ehsan on
Thursday, 20 June 2013 at 11.00 a.m. for the
following purpose:
AGENDA
1. To receive the Audited Financial Statements for the
fnancial year ended 31 December 2012 and the Reports
of Directors and Auditors thereon.
(Please refer to Explanatory Note 1)
2. To declare a fnal dividend of 5% less 25% tax per share
for the fnancial year ended 31 December 2012.
Resolution 1
3. To re-elect Y.Bhg. Datuk Azizan bin Abd Rahman who is
retiring in accordance with Article 102 of the Companys
Articles of Association. Resolution 2
4. To re-elect the following Directors who are retiring in
accordance with Article 109 of the Companys Articles
of Association:
(a) Mr. Chan Guan Seng Resolution 3
(b) Y.Bhg. Dato Vijaya Kumar A/L T. Chornalingam
Resolution 4
(c) Mr. Lee Cheow Fui Resolution 5
5. To re-appoint Messrs Crowe Horwath as the Auditors
of the Company and authorise the Directors to fx their
remuneration. Resolution 6
Special Business
6. To approve the payment of Directors fees of RM50,000
each to the Non-Executive Directors in respect of
fnancial year ended 31 December 2012. Resolution 7
7. AUTHORITY TO ALLOT SHARES IN ACCORDANCE
TO SECTION 132D OF THE COMPANIES ACT, 1965.
To consider and if thought ft, to pass the following
resolution as Ordinary Resolution:
THAT subject always to the Companies Act, 1965,
Articles of Association of the Company and approvals
from Bursa Malaysia Securities Berhad and any other
governmental/regulatory bodies, where such approval
is necessary, the Directors of the Company be and are
hereby empowered pursuant to Section 132D of the
Companies Act, 1965, to issue and allot shares in the
capital of the Company from time to time upon such
terms and conditions and for such purposes as the
Directors may, in their absolute discretion, deem ft
PROVIDED THAT the aggregate number of shares issued
pursuant to this resolution does not exceed 10% of the
issued share capital of the Company for the time being
AND THAT such authority shall continue in force until
the conclusion of the next Annual General Meeting.
Resolution 8
3
Notice of ANNUAL GENERAL MEETING (contd)
8. PROPOSED RENEWAL OF SHAREHOLDERS
MANDATE FOR RECURRENT RELATED PARTY
TRANSACTIONS OF A REVENUE OR TRADING
NATURE
THAT, subject to the provisions of the Listing
Requirements of Bursa Malaysia Securities Berhad,
the Company and/or its subsidiaries companies (the
Group) be and are hereby authorized to enter into and
give effect to the recurrent related party transactions
of a revenue or trading nature with the related party as
stated in paragraph 2.2 of the Circular to Shareholders
dated 28 May 2013 (the Related Party) provided that
such transactions are:
(a) necessary for the day-to-day operations;
(b) undertaken in the ordinary course of business, on
arms length basis, on normal commercial terms
which are not more favourable to the Related Party
than those general available to the public; and
(c) are not prejudicial to the minority shareholders of
the Company.
(the Shareholders Mandate)
THAT such approval shall continue to be in force until:
(a) the conclusion of the next Annual General Meeting
(AGM) of the Company following this AGM
at which the Shareholders Mandate is passed,
at which time it will lapse unless the authority is
renewed by a resolution passed at the next AGM;
(b) the expiration of the period within which the next
AGM after the date is required to be held pursuant
to Section 143(1) of the Companies Act, 1965 (the
Act) (but shall not extend to such extension as
may be allowed pursuant to Section 143(2) of the
Act); or
(c) is revoked or varied by resolution passed by
shareholders in a general meeting,
whichever is earlier and disclosure shall be made in the
annual report of the aggregate value of transactions
conducted during the fnancial year pursuant to this
shareholders mandate.
AND THAT the Directors of the Company be and are
hereby authorised to complete and do all such acts and
things (including executing all such documents as may be
required) as they may consider expedient or necessary
to give effect to the Shareholders Mandate.
Resolution 9
4
9. PROPOSED RENEWAL OF AUTHORITY FOR SHARE
BUY-BACK
THAT subject to the Companies Act, 1965 (the Act),
rules, regulations, orders and guidelines made pursuant
to the Act, and the requirements of Bursa Malaysia
Securities Berhad (BMSB), and other relevant
authorities, the Directors of the Company be and are
hereby unconditionally and generally authorized to:
(i) buy-back shares in the Company, at any time and
upon such terms and conditions and for such
purposes as the Directors may, in their discretion
deem ft (the Proposed Share Buy-Back), provided
that the aggregate number of shares which may be
purchased and/or held by the Company pursuant
to this Resolution shall not exceed ten per centum
(10%) of the issued and paid-up share capital of
the company for the time being and the total
funds allocated shall not exceed the total retained
earnings and share premium of the Company (re:
Circular to Shareholders dated 28 May 2013) which
would otherwise be available for dividends AND
THAT such authority shall commence immediately
upon passing of this Resolution and continue to
be in force until the conclusion of the next annual
general meeting (AGM) of the Company (unless
earlier revoked or varied by ordinary resolution
of the shareholders of the Company in general
meeting or upon the expiration of the period
within the next AGM is required by law to be held,
whichever occurs frst);
(ii) retain the shares so purchased as treasury shares
or cancel them or both, with an appropriate
announcement to be made to BMSB in respect of
the intention of the Directors whether to retain the
shares so purchased as treasury shares or cancel
them or both together with the rationale of the
decision so made;
(iii) deal with the shares purchased in the manner
prescribed by the Act, rules, regulations and orders
made pursuant to the Act and the requirements of
BMSB and any other relevant authorities for the
time being in force; and
(iv) take all such steps as are necessary or expedient
to implement or to effect the purchase of the
shares. Resolution 10
10. RETENTION OF INDEPENDENT DIRECTOR
THAT subject to the passing of Resolution 2, approval
be and is hereby given to Y.Bhg. Datuk Azizan bin Abd
Rahman, who has served as an Independent Non-
Executive Director of the Company for a cumulative
term of more than nine (9) years, to continue to act as an
Independent Non-Executive Director of the Company.
Resolution 11
11. To transact any other ordinary business of which due
notice shall be given.
5
NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT
NOTICE IS ALSO HEREBY GIVEN THAT subject to the
shareholders approval for the payment of fnal dividend of
5% less 25% tax per share in respect of the fnancial year
ended 31 December 2012 (Dividend) under Resolution
1 at the 23
rd
Annual General Meeting of the Company, the
Dividend will be paid to the Shareholders on 31 July 2013.
The entitlement date for the Dividend shall be 10 July 2013.
Shareholders of the Company will only be entitled to the
Dividend in respect of:
a) securities transferred into their securities account before
4.00 p.m. on 10 July 2013 for transfers; and
b) securities bought on the Bursa Malaysia Securities
Berhad on a cum entitlement basis according to the
Rules of Bursa Malaysia Securities Berhad.
By Order of the Board
Tan Cheng Han (MIA 11280)
Soh Yoke Kum (MAICSA 7049585)
Wong Wei Fong (MAICSA 7006751)
Company Secretaries
Kajang
28 May 2013
Notes:
1. For purpose of determining who shall be entitled to attend this
meeting in accordance with Article 68 of the Companys Articles
of Association and Section 34(1) of the Securities Industry (Central
Depositories) Act, 1991, the Company shall be requesting Bursa
Malaysia Depository Sdn Bhd to issue a General Meeting Record
of Depositors as at 13 June 2013 and only Depositors whose
name appear on such Record of Depositors shall be entitled to
attend the said meeting or appoint proxies to attend and/or
vote on his/her behalf.
2. A member entitled to attend and vote at the meeting is entitled
to appoint one or more proxies to attend and vote in his stead.
Where a member appoints two proxies, the appointments shall
be invalid unless he specifes the proportion of his holdings to
be represented by each proxy. A proxy need not be a member
of the Company but must attend the meeting in person to vote.
The instrument appointing the proxy shall be in writing. If the
appointor is a corporation the proxy appointed must be in
accordance with the Memorandum and Articles of Association of
the corporation, and the instrument appointing a proxy shall be
given under the corporations common seal or under the hand of
an offcer or attorney of the corporation duly authorised in that
behalf.
3. Where a member is an authorised nominee, as defned under
the Securities Industry (Central Depositories) Act 1991, it may
appoint at least one (1) proxy but not more than two (2) proxies
in respect of each securities account it holds which is credited
with ordinary shares of the Company. The appointment of two
(2) proxies in respect of any particular securities account shall be
invalid unless the authorized nominee specifes the proportion of
its shareholding to be represented by each proxy.
4. Where a member is an exempt authorised nominee (EAN), as
defned under the Securities Industry (Central Depositories) Act
1991 which holds ordinary shares in the company for multiple
benefcial owners in one securities account (omnibus account),
there is no limit to the number of proxies which the EAN may
appoint in respect of each omnibus account it holds.
6
5. All forms of proxy must be deposited at the Companys
Registered Offce at 6
th
Floor, Menara Apex, Off Jalan Semenyih,
Bukit Mewah, 43000 Kajang, Selangor Darul Ehsan, not less than
forty-eight (48) hours before the time appointed for holding the
meeting or any adjournment thereof.
6. Any alteration in this form must be properly signed by the
member.
EXPLANATORY NOTES ON SPECIAL BUSINESS:
Item 1 of the Agenda
The agenda item is meant for discussion only as the provision of
Section 169(1) of the Companies Act, 1965 does not require a formal
approval of the shareholders for the Audited Financial Statements.
Hence, this Agenda item is not put forward for voting.
Resolution 7:
The proposed Ordinary Resolution is in accordance with Article 110
of the Companys Articles of Association and if passed, will authorize
the payment of Directors Fees to the Non-Executive Directors of
the Company for their services as Directors for the year ended
31 December 2012.
Resolution 8:
The proposed Ordinary Resolution, if passed, will give powers to
the Board of Directors to issue and allot shares at any time in their
absolute discretion without convening a General Meeting. This
authorization will expire at the conclusion of next Annual General
Meeting of the Company. This is a new mandate.
The purpose of this general mandate is for possible fund raising
exercises including but not limited to further placement of shares
for purpose of funding current and/or future investment projects,
working capital, repayment of borrowings and/or acquisitions.
Resolution 9:
The proposed Ordinary Resolution, if passed, will allow the Group
to enter into recurrent related parties transactions made on an arms
length basis and on normal commercial terms and which are not
prejudicial to the interests of the minority shareholders. For more
information, please refer to the Circular to Shareholders dated
28 May 2013.
Resolution 10:
The proposed Ordinary Resolution, if passed, will empower the
Directors of the Company to purchase the Companys shares up to
ten per centum (10%) of the issued and paid up share capital of the
Company by utilizing the funds allocated which shall not exceed
the total retained earnings and share premium of the Company.
The authority, unless revoked or varied at a general meeting, will
expire at the conclusion of the next Annual General Meeting of the
Company. For further information, please refer to the Circular to
Shareholders dated 28 May 2013.
Resolution 11:
The Nominating Committee has assessed the independence of Y.Bhg.
Datuk Azizan bin Abd Rahman, who has served as an Independent
Non-Executive Director of the Company for a cumulative term of
more than nine years, and recommended him to continue act as an
independent Non-Executive Director of the Company based on the
following justifcations:
a) He fulflled the criteria under the defnition of Independent
Director as stated in the Main Market Listing Requirements of
Bursa Malaysia Securities Berhad, and thus, he would able to
function as a check and balance, bring an element of objectivity
to the Board;
b) His vast experience in the industry and background would enable
him to provide the Board with a diverse set of experience,
expertise and independent judgment to better manage and run
the Group;
c) He has been with the Company for more than 9 years and is
familiar with the Companys business operations and the property
development market; and
d) He has exercised his due care during his tenure as an
Independent Non-Executive Director of the Company and
carried out his professional duties in the interest of the Company
and shareholders.
7
Statement Accompanying Notice of
ANNUAL GENERAL MEETING
(pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities
Berhad)
1. Directors who are standing for re-election at the 23
rd
Annual General Meeting of the Company:
(a) Y.Bhg. Datuk Azizan bin Abd Rahman
(b) Mr. Chan Guan Seng
(c) Y.Bhg. Dato Vijaya Kumar A/L T. Chornalingam
(d) Mr. Lee Cheow Fui
2. Details of Attendance of Directors at Board Meetings
There were fve (5) Board Meetings held during the fnancial year ended 31 December 2012. Details of the attendance
of the Directors are set out in the Directors Profle appearing on pages 8 to 10 of this Annual Report.
3. Place, date and time of the 23
rd
Annual General Meeting
The 23
rd
Annual General Meeting of the Company will be held at Conference Room, 10
th
Floor, Menara Apex, Off Jalan
Semenyih, Bukit Mewah, 43000 Kajang, Selangor Darul Ehsan on Thursday, 20 June 2013 at 11.00 a.m.
8
MR. CHAN GUAN SENG
Executive Chairman / Executive Director
Malaysian, aged 60, Mr. Chan Guan Seng retired at the
22
nd
Annual General Meeting held on 21 June 2012 and
was subsequently appointed to the Board of Apex Equity
Holdings Berhad (APEX) on 26 June 2012. He is also the
Managing Director of JF Apex Securities Berhad (JFAS),
a wholly owned subsidiary of APEX. He is a member of the
Remuneration Committee.
Mr. Chan graduated with a Bachelor of Commerce (Honours)
Degree from the University of Melbourne, Australia in
1976. He is a Fellow member of the Institute of Chartered
Accountants, Australia. Mr. Chan has a total of thirty-three
(33) years working experience in the securities industry.
Mr. Chan attended four (4) Board meetings held during
the year ended 31 December 2012 of which two (2) Board
meetings each prior to his retirement and subsequent to his
appointment.
Mr. Chan is a substantial shareholder of APEX. His
shareholdings are disclosed on page 143 of this Annual
Report. Save for the recurrent related party transaction as
disclosed on page 41 of this Annual Report, he has no confict
of interest with APEX. He has no convictions for any offences
in the past ten (10) years.
Y.BHG. DATUK AZIZAN BIN ABD RAHMAN, DMSM
Independent Non-Executive Director
Malaysian, aged 63, Y.Bhg. Datuk was appointed to the Board
of Apex Equity Holdings Berhad on 21 November 1990. He is
a member of the Audit Committee, Nominating Committee
and Remuneration Committee.
Y.Bhg. Datuk started his career as a Shipping Executive at
Harper Gilfllan (M) Sdn Bhd after graduating from University
of Malaya in 1973 with a degree in Bachelor of Arts. He
joined Pernas MISC Shipping Agencies Sdn Bhd as a Branch
Manager in 1975 until 1980 serving in Penang and Johor.
He then became MISC Marketing Manager in the Tanker
Department and was later attached to Panocean Tankers Ltd.
in London.
Y.Bhg. Datuk left MISC to join JF Apex Securities Berhad in
1982 as Director and launched his career in stockbroking and
fnance. As a stockbroker, he was an active member of the
stockbrokers fraternity and had held the post of Chairman of
the Association of Stockbroking Companies of Malaysia until
he left the industry. In 2000, he joined the MBf Group and
currently is a Director of MBf Holdings Berhad. Y.Bhg. Datuk
is currently the Chairman of Eastern & Oriental Berhad and
TH Heavy Engineering Berhad (formerly known as Ramunia
Holdings Berhad) and also sits on the board of TH Plantations
Berhad. He is also the Chairman of the Investment Panel of
Lembaga Tabung Haji.
Y.Bhg. Datuk attended four (4) Board meetings held during
the year ended 31 December 2012.
Y.Bhg. Datuk is a shareholder and has no confict of interest
with APEX. His shareholdings are disclosed on page 143 of
this Annual Report. He has no family relationship with any
directors or substantial shareholders of APEX. He has no
convictions for any offences within the past ten (10) years.
Directors PROFILE
9
MR. LEOW YAN SEONG @ LIEW PIN
Malaysian, aged 67, Mr. Leow was appointed to the Board
of Apex Equity Holdings Berhad on 5 December 2008. He is
the Chairman of the Audit Committee and a member of the
Nominating Committee and Remuneration Committee.
Mr. Leow graduated with a Bachelors of Economics
Accounting (Honours) Degree from University of Malaya.
He has more than thirty-one (31) years working experience
including general management. He also has experience in
developing proper systems, building in suitable internal
controls to ensure the integrity of the business.
Mr. Leow is also an independent non-executive director of
Unico-Desa Plantations Berhad.
Mr. Leow attended fve (5) Board meetings held during the
year ended 31 December 2012.
Mr. Leow is a shareholder and has no confict of interest
with APEX. His shareholdings are disclosed on page 143 of
this Annual Report. He has no family relationship with any
directors or substantial shareholders of APEX. He has no
convictions for any offences within the past ten (10) years.
Y.BHG. DATO VIJAYA KUMAR A/L T. CHORNALINGAM
Senior Independent Non-Executive Director
Malaysian, aged 62, Y.Bhg. Dato Vijaya Kumar was appointed
to the Board of Apex Equity Holdings Berhad on 4 September
2012. He is the Chairman of the Nominating Committee and
a member of the Remuneration Committee. He is also the
Senior Independent Director of the Company.
Y.Bhg. Dato Vijaya Kumar graduated with Bachelor of Laws
LLB (Hons) from the National University of Singapore in April
1975. Later that year, he was admitted as an Advocate &
Solicitor of the High Court of Malaya. In year 1991, Y.Bhg.
Dato Vijaya Kumar was also admitted as an Advocate &
Solicitor of the Singapore High Court.
After a number of years in practice, Y.Bhg. Dato Vijaya Kumar
joined Messrs Sri Ram & Co (now known as Messrs Kumar
Partnership). In year 1994, he was appointed as Managing
Partner and held the position until year 2008. Presently,
Y.Bhg. Dato Vijaya Kumar is a Consultant at Messrs Kumar
Partnership, an established law frm with affliations in Asia,
Australia and the European Union.
Y.Bhg. Dato Vijaya Kumar is practicing as an Advocate
& Solicitor for 37 years in Malaysia. He remains in active
practice and continues to act and appear in numerous high
profle cases.
Besides being involved in legal practice, Y.Bhg. Dato Vijaya
Kumar has served as a Director in several public listed
companies and until recently was a Director and Chairman
of Oriental Capital Assurance Berhad. He currently serves as
a Director to the ABN Group of Companies, involved in the
media industry.
Y.Bhg. Dato Vijaya Kumar attended the only one (1) Board
meeting held during the year ended 31 December 2012 after
his appointment.
Y.Bhg. Dato Vijaya Kumar has no confict of interest with
APEX. He has no family relationship with any directors or
substantial shareholders of APEX. He has no convictions for
any offences within the past ten (10) years.
Directors PROFILE (contd)
10
MR. LEE CHEOW FUI, TONY
Malaysian, aged 57, Mr. Lee was appointed to the Board of Apex Equity Holdings Berhad on 8 October 2012. He is the
Chairman of the Remuneration Committee and a member of the Audit Committee and Nominating Committee.
Mr. Lee graduated from the University of New South Wales, Australia in 1979 with a Bachelor of Commerce degree majoring
in Accounting Finance and Systems. Professionally, he is a fellow of the Institute of Chartered Accountants in Australia,
member of CPA Australia, the ICPAS Singapore and the Malaysian Institute of Accountants. He is also a member of the
Malaysian Alliance of Corporate Directors.
He started his career with Touche Ross & Co in Sydney, Australia soon after graduation until his return to Malaysia in 1982.
From 1982 to 1992, he was working for the ACI International group as their fnance manager in Malaysia, ACI was an Australian
conglomerate with glass container and building products businesses in Malaysia. ACI International was subsequently acquired
by BTR-Nylex Ltd and he was appointed the regional fnance head for the Asia buildings products division based in Singapore.
In 1992, he left to join the corporate offce of Fraser and Neave Limited as their Deputy Corporate Finance Manager. In 1996,
he returned to Malaysia once again, as the Chief Financial Offcer of the newly formed Fraser & Neave Holdings Bhd, which he
had helped to setup. In 2007, he initiated a major acquisition for the group and soon after, was appointed the Chief Operating
Offcer for the dairies product division, the position he held until his retirement in May 2012.
A professional manager all his life and in recognition for his efforts during his career, he was selected as one of the winners in
the Asia Pacifc Entrepreneurial Awards for 2011.
Mr. Lee attended the only one (1) Board meeting held during the year ended 31 December 2012 after his appointment.
Mr. Lee has no confict of interest with APEX. He has no family relationship with any directors or substantial shareholders of
APEX. He has no convictions for any offences within the past ten (10) years.
Directors PROFILE (contd)
11
Chairmans STATEMENT
On behalf of the Board of Directors of Apex
Equity Holdings Berhad, I have the pleasure of
presenting to you the Annual Report and the
Audited Financial Statements for the fnancial
year ended (FYE) 31 December 2012.
CHAIRMANS STATEMENT
The equity market for 2012 kick-started the year on a
positive note as stocks on Bursa Malaysia rode on the bullish
momentum from 2011. The local stock market displayed
stronger performances as equities continued to rebound
from the market crash in 2008.
In 2012, the FBM KLCI rose 10.3% to 1688.95 points,
recording good returns compared with a 0.8% gain in 2011.
The bullish performance was credited to improved economic
conditions in the US and Europe in containing its debt crisis.
The benchmark FBM KLCI went on to hit an all time high of
1694.16 points in January 2013 before a downward correction
due to investors uncertainty on the 13
th
General Election.

Capital market activity remained vibrant throughout the year
2012 with 17 new listings in Bursa Malaysia, compared with
28 IPOs in 2011. The year saw a number of mega sized Initial
Public Offerings by the likes of Astro Malaysia Holdings Bhd,
IHH Healthcare Bhd, Felda Global Ventures Holdings Bhd
and Gas Malaysia Bhd.
The Apex Groups performance being very much driven by
the economy and the stock market cycle saw an equally
challenging year in 2012. However, it is pleased to announce
that despite the challenges faced, the Apex Group has
accomplished noteworthy achievements during the year. On
this note and on behalf of the Board of Directors of Apex
Equity Holdings Berhad, I have the pleasure of presenting to
you the Annual Report and the Audited Financial Statements
for the fnancial year ended (FYE) 31 December 2012.
12
Chairmans STATEMENT (contd)
FINANCIAL RESULTS
For the year ended 31 December 2012, the Apex Group had
recorded lower revenue of RM47.38 million as compared to
RM51.37 million in 2011. The Groups pre-tax proft, however,
advanced to RM29.78 million from RM23.50 million recorded
in the previous fnancial year, a 26.7% increase, mainly due to
gain from disposal of investments of RM15.21 million.
In tandem with the higher pre-tax proft, its net proft surged
42.1% to RM26.09 million from RM18.36 million. Hence, the
Groups earnings per share for the period under review rose
to 12.87 sen from 8.97 sen previously.
In the meantime, shareholders funds declined 7.5% to
RM266.77 million as compared to RM288.47 million in the
fnancial year 2011 mainly due to an increase in treasury
shares and a marked decline in reserves. Hence, the Groups
net asset per share dropped to RM1.32 from RM1.41 the
previous year.
AN IMPORTANT OCCASION IN FYE 2011
There was a change in the boardroom during our AGM for
FYE 31 December 2011 held on 21 June 2012. Mr. Lew Lup
Seng and I were not re-elected as the companys Executive
Chairman and Independent Non-Executive Director
respectively by certain shareholders at the AGM under
Resolution 3 & Resolution 4 through the poll demanded
by the shareholders. We were ousted during the said
AGM without a formal proposal for our replacement thus
leaving the organisation without an Executive Director and
breaching several Listing Requirements. In the interest of
the Company and to restore confdence in the Company, I
was re-appointed by the Board of Directors as an Executive
Director of the company at the Emergency Board Meeting
held on 25 June 2012.
The Board sent out a strong message to assure its investors
and the general public that the business and operations of
the company had not been affected by the outcome of the
AGM on 21 June 2012. The Board had also reiterated its
stance that no allegations of any wrongdoing of whatsoever
form or nature were alleged at the AGM.
Our priority is to maintain the proftability of the company and
to continue to create value for our investors and shareholders
in a prudent and conservative manner.
To further strengthen the Boards participation in the
operation of the Company, Apex Equity had also on
21
st
February 2013 set up two new committees in compliance
with the Malaysian Code on Corporate Governance 2012
(the Code), namely Nominating Committee and
Remuneration Committee.
According to the Code, the Nominating Committee should
comprise exclusively of non-executive directors, a majority of
whom must be independent. The committee is charged with
the responsibility of overseeing the selection and assessment
of directors. It will contribute towards ensuring the board
composition meets the needs of the company.
net proft surged 42.1% to RM26.09 million from RM18.36 million

13
Meanwhile, the Remuneration Committee should consist
exclusively or a majority of, non-executive directors, and
drawing advice from experts, if necessary. The board should
establish formal and transparent remuneration policies and
procedures to attract and retain directors. However, the
remuneration package should be aligned with the business
strategy and long-term objectives of the company. The
package should also refect the boards responsibilities,
expertise and complexity of the companys activities.
OUTLOOK FOR 2013
Malaysia recorded a 5.6% gross domestic product (GDP)
growth level in 2012 and the government expects GDP
to steadily grow between 4.5%-5.5% in 2013. Despite the
external conficts of the lingering Euro debt crisis and the
world economic slowdown, the local economy is still resilient
and well supported by domestic consumption and private
investments. The sizeable government expenditure in
respect of the launches of several Economic Transformation
Programme (ETP) projects such as the Klang Valley Mass
Rapid Transit (MRT), Gemas-Johor Baru electrifed double-
tracking project (EDTP), KL-Singapore High Speed Rail bullet
train, Tun Razak Exchange and West Coast Expressway are
expected to spur the Malaysian economy going forward.
On the stockbroking front, the industry is getting more and
more competitive due to the lucrative commission rates paid
out to remisiers and dealers by bank backed stockbroking
houses. Realistically, we cannot afford to pay the same to
our remisiers and dealers, and may happen to appear less
competitive compared to big stockbroking houses in terms
of the remuneration scales. The survival of independent
stockbrokers like Apex is very much in question.
The banks are increasingly getting more aggressive in
seeking to own stock-broking businesses and this may be
seen as a welcomed change to the fnancial industry whereby
banks can now have within their stable, a stock-broking frm.
A banks network operates on a much bigger scale these
days and thus is able to provide multi-disciplinary services
which include cross selling transactions. Ultimately banks
will have to operate competitively and effectively in such an
environment in order to stand out as a full-fedged fnancial
institution.
The liberalisation and consolidation of the industry is very
much dependent on the regulators policies and best-efforts.
The fervent merger and acquisition activities in the Malaysian
market last year, which include RHBs merger with OSK, K&N
Kenangas acquisition of ECM Libra and the potential sale of
HwangDBS have shown possible further liberalisations and
consolidations in the stockbroking industry moving forward.
In order to maintain our proftability going forward and with
the heightening competition among all industry players,
we will continue to adopt sound business strategies and
prudent risk management policies in exploring business
opportunities, managing costs effciently and optimising
internal operations.
The outlook on the stock market remains challenging and
volatile. Local market movement continues to be driven
by global economic conditions. Nevertheless, the Board is
cautiously optimistic that the Group will remain proftable in
2013.
14
We will continue to strive toward being a prominent, effcient
and strong group with diversifed investment products to
cater for the needs of retail, corporate and institutional
clients by promoting excellence in customer service.
We will continue to provide, train and instill leadership
qualities to enhance staff development which in turn will
create a dynamic and professional management team to
manage our business in a proftable way and also to fulfll our
social and corporate responsibilities.
BUSINESS DIRECTIONS
Moving forward, the Group remains focused on strengthening
retail and institutional coverage through our existing and
new strategic partnerships and continuing good rapport with
clients. In addition, we will continue to build our business
on knowledge-based services in order to keep abreast
with industry developments, especially in technological
advancements. With this robust platform in place, we hope
to present a renewed vision for the Group going forward as a
one-stop centre for our clients investments. Once again, we
would like to assure all of our shareholders that we remain
committed in building our business and capitalising on any
emerging opportunities for long-term consistent growth both
in our proftability and for the wealth of our stakeholders.
DIVIDENDS
The Board has proposed a fnal dividend of 5% less 25% tax
for the current fnancial year ended 31 December 2012 after
a frst interim tax-exempt dividend of 16% paid in October
2012. The proposed dividend is subject to our shareholders
approval at the forthcoming Annual General Meeting to be
held.
APPRECIATION
On behalf of the Board, I would like to express my sincere
appreciation to the Directors, management team and all the
employees of Apex Group for their commitment, expertise,
loyalty and continuous dedication towards the growth of the
Group.
I would also like to take this opportunity to thank our
shareholders, customers, business associates and bankers for
their continuous co-operation, support and confdence in the
group. Last but not least, I would like to record my thanks to
all the relevant regulatory authorities for their support and
assistance throughout the fnancial year.
Chan Guan Seng
Executive Chairman
15
JF APEX NOMINEES (TEMPATAN) SDN BHD
Nominee Services
100%
APEX ASSET MANAGEMENT SDN BHD
Asset Management
100%
AEH CAPITAL SDN BHD
Credit Company
100%
APEX PARTNERS SDN BHD
Leasing & Factoring
100%
MONOPOLY ENTERPRISES SDN BHD
Property Holding Company
100%
APEX EQUITY ADVISORY SERVICES SDN BHD
Research Advisory
100%
APEX EQUITY INTERNATIONAL SDN BHD
Investment Holding
100%
APEX INVESTMENT SERVICES BERHAD
Unit Trust Management
57.45%
100%
JF APEX NOMINEES (ASING) SDN BHD
Nominee Services
42.55%
APEX INVESTMENT SERVICES BERHAD
Unit Trust Management
Corporate STRUCTURE
JF APEX SECURITIES BERHAD
Stockbroking
100%
16
Y.BHG. DATUK AZIZAN BIN
ABD RAHMAN, DMSM
LEOW YAN SEONG @ LIEW PIN
Y.BHG. DATO VIJAYA KUMAR
A/L T. CHORNALINGAM
Senior Independent Non-Executive Director
LEE CHEOW FUI
CHAN GUAN SENG
Executive Chairman
BOARD OF DIRECTORS
COMPANY SECRETARIES
Tan Cheng Han
(MIA 11280)
Soh Yoke Kum
(MAICSA 7049585)
Wong Wei Fong
(MAICSA 7006751)
AUDIT COMMITTEE
Leow Yan Seong @ Liew Pin
Chairman
Y.Bhg. Datuk Azizan bin
Abd Rahman, DMSM
Member
Lee Cheow Fui
Member
NOMINATING COMMITTEE
Y.Bhg. Dato Vijaya Kumar
A/L T. Chornalingam
Chairman
Abd Rahman, DMSM
Member
Member
Lee Cheow Fui
Member
REMUNERATION
COMMITTEE
Lee Cheow Fui
Chairman
Abd Rahman, DMSM
Member
A/L T. Chornalingam,
Member
Member
Chan Guan Seng
Member
SENIOR INDEPENDENT
DIRECTOR
A/L T. Chornalingam
Tel : 03-8736 1118
Email : sid@jfapex.com.my
REGISTERED OFFICE
6
th
Floor, Menara Apex
Off Jalan Semenyih
Bukit Mewah
43000 Kajang
Selangor Darul Ehsan
Tel : 03-8736 1118
Fax : 03-8737 3261
Website:
www.apexequity.com.my
SHARE REGISTRAR
Sectrars Services Sdn Bhd
28-1, Jalan Tun Sambanthan
3, Brickfelds
50470 Kuala Lumpur
Tel : 03-2274 6133
Fax : 03-2274 1016
AUDITORS
Crowe Horwath
Chartered Accountants
Kuala Lumpur Offce
Level 16, Tower C
Megan Avenue II
12, Jalan Yap Kwan Seng
50450 Kuala Lumpur
Tel : 03-2788 9999
Fax : 03-2788 9998
PRINCIPAL BANKERS
Alliance Bank Malaysia
Berhad
CIMB Bank Berhad
Hong Leong Bank Berhad
Malayan Banking Berhad
Standard Chartered Bank
Malaysia Berhad
HSBC Bank Malaysia Berhad
AmBank (M) Berhad
STOCK EXCHANGE
LISTING
Main Market of Bursa
Malaysia Securities Berhad
Stock Short Name : APEX
Stock Code : 5088
Corporate INFORMATION
17
Corporate GOVERNANCE STATEMENT
T
he Board of Directors (the Board) of Apex Equity Holdings Berhad is committed to the
principles and recommendations of the Malaysian Code on Corporate Governance 2012
(MCCG 2012), and to ensure that the highest standard of corporate governance is applied
throughout the Group. Set out below is a statement of how the Company and Group have
applied the principles and recommendations of the MCCG 2012.
PRINCIPLE 1 ESTABLISH CLEAR ROLES AND RESPONSIBILITIES
1.1 Board should establish clear functions reserved for Board and Management
The Board has approved the list of matters reserved for the Board with clear functions between the Board and
Management. The Board has responsibility for the overall management and performance of the Group. While the
Board has delegated the day-to-day management of the Group to the Executive Chairman, there is a formal schedule
of matters reserved for the Board which provides a framework for the Board to oversee control of the Groups affairs.
The Board will consider the recommendations of the Management amongst others in respect of fnance, operational and
business control. The delineation of roles is set out in the Board Charter and is referred by the Board for its activities.
The Board Charter shall be reviewed by the Board annually to ensure they remain consistent with the Boards objectives
and responsibilities, and relevant laws, regulations, guidelines and standards of corporate governance.
As at the end of the fnancial year under review, the Board Charter was not available in the Companys website. The Board
has taken steps to address this matter and the Board Charter is now available in the Companys website www. apexequity.
com.my. The Board discharges its responsibilities both directly and through its committees, the Audit Committee, the
Nominating Committee and Remuneration Committee. Each Board Committee has its own terms of reference to regulate
its meetings and functions. The Board Committees will report to the Board on matters discussed at their respective
meetings and to highlight any matters requiring their attention. The Board may delegate to Board committees matters
it is responsible for, including the approval of remuneration of the Board, the conduct of performance evaluations and
oversight of internal controls systems, but the Board retains its oversight function and ultimate responsibility for these
matters and all other delegated responsibilities.
18
Corporate GOVERNANCE STATEMENT (contd)
PRINCIPLE 1 ESTABLISH CLEAR ROLES AND RESPONSIBILITIES (contd)
1.2 Board should establish clear roles and responsibilities in discharging its duciary and leadership functions
Reviewing and adopting a strategic plan for the Company
The conventional delineation of responsibility between the Board and the Management would be the latter develops
a strategic plan and the Board would then fne tune it and oversee its implementations by the Management. The
Executive Chairman would brief the Board at the Board meeting on the strategic plans of the Company. The Board
would review these strategic plans and discuss on the future plans of the Company. The Board is supplied with detailed
meeting papers prior to each meeting to allow the Board time to read and prepare themselves for the meeting. In this
way, matters would be discussed and decided in an effcient manner.
At the meeting, the Board is satisfed with the explanation given by the Executive Chairman and the same is minuted
accordingly. The Board would review any outstanding matters under the matters arising from the minutes of the previous
meeting until the matter is implemented or ceased. The Board would continue to review the strategic plan to ensure its
implementation.
Overseeing the conduct of the Companys business
The Executive Chairman leads the Board, sets its agenda and ensures it is an effective working group at the head
of the Company. He also takes a hands-on role in the Companys day-to-day management. He is supported by a
management team in driving the Companys business. The Board plays an oversight role to oversee the performance
of the management and that the business is properly managed. At each quarterly meetings, the Board is updated by
the Management on the fnancial results. During these discussions, the Board participated actively and queried the
Management on the performance of the Company.
The Remuneration Committee under its terms of reference would review the performance of the Executive Chairman on
an annual basis. The assessment process is based on the remuneration framework for the Executive Directors.
19
1.2 Board should establish clear roles and responsibilities in discharging its duciary and leadership functions (contd)
Identifying principal risks and ensuring the implementation of appropriate internal controls and mitigation measures
The Board works with the Management to identify principal risks and the level of acceptable risks. The Group operates
a risk management process that identifes the key risks facing the business. The business units has a risk register that
identifes the likelihood and impact of those risks occurring and the actions being taken to manage those risks. The
Groups risk management approach enables informed decision-making based on an assessment of the impact and
likelihood of events, and seeks to balance risk and reward rather than eliminate risk entirely. The Board through the
Audit Committee reviews the risk assessment and oversee the implementation of the appropriate internal controls and
mitigating measures to resolve these risks.
Further details are set out in the Risk Management and Internal Control Statement in this Annual Report.
Succession planning
The Board recognises the benefts of succession planning for business continuity. With a good succession plan, it helps
the Board to be better informed and aligns the development of the senior management team with the strategic needs
of the Company. Beyond its usefulness in risk mitigation, succession planning contributes to the successful governance
and management of the frm long before a successor is needed.
The Company has in placed a succession plan for its senior management. This plan is subject to constant evaluation to
ensure its effectiveness and relevance.
Overseeing the development and implementation of a shareholder communications policy for the Company
The Companys website contains a section About Apex. The Company has identifed a Senior Independent Director
to whom the shareholders can communicate with on matters regarding the Company.
20
1.2 Board should establish clear roles and responsibilities in discharging its duciary and leadership functions (contd)
Reviewing the adequacy and the integrity of the management information and internal controls system of the
Company
The Board regards the adequacy and integrity of the information and internal control systems of the Company as
paramount.
Details of the Groups internal control system are set out in the Risk Management and Internal Control Statement in this
Annual Report.
1.3 Formalise ethical standards through code of conduct and ensure its compliance
The Company has a Code of Conduct and the summary is published in the Companys website. The Board promotes
good corporate culture at the work place by way of communications through e-mail and meetings.
The Code of Conduct is reviewed annually to ensure its effectiveness.
1.4 Ensure the Companys strategy promote sustainability
The Board recognises the importance of the Companys strategies in order to promote sustainability. The Companys
business model is designed to deliver sustainable growth. To the Group, sustainability is integral to how the Group
does its business. This effort would continue to be monitored by the Board as this requires commitment to manage the
Groups business operations in a sustainable way.
The details of the sustainability efforts are set out in the Corporate Sustainability Statement in this Annual Report.
1.5 Procedures to allow Directors access to information and advice
The Board and the Board Committees are allowed to access to information and advice. The procedures are available to
them to seek external advice as well in the performance of their duties. At each meeting, All Directors are provided with
an agenda and a set of Board papers that are distributed one week before the meeting to enable adequate preparation
on matters raised for discussion at the meeting. The Board papers are comprehensive and encompass all aspects of the
matters considered, enabling the Board to look at both quantitative and qualitative factors so that informed decisions
are made. If need be, the Board and Board Committees are also provided with additional information in order for them
to discharge their duties effectively. The Board is also developing a list of matters reserved for the Board with clear
defnitions on procedures and limits of authority.
21
1.6 Ensure Board is supported by suitably qualied and competent Company Secretaries
The Board is supported by suitably qualifed and competent Company Secretaries. The Company Secretaries are
present at the Board and Committee meetings to take minutes and also to provide their support on compliance and
procedural matters. The Board is regularly updated on the latest regulatory updates. The Company Secretaries would
lead the Board through the changes of the relevant requirements and suggest the necessary amendments or changes
to be adopted. Every Board member has full access to the advice and services of the Company Secretaries who are
responsible for ensuring that the established procedures and relevant statutes and regulations are complied with.
1.7 Formalise periodically review and make public the Board Charter
The Board Charter is currently published in the Companys website. The Board Charter sets out the Board structure, role
and responsibilities, supply of information and the roles of the Chairman and Chief Executive.
The Board Charter is reviewed by the Board annually to ensure they remain consistent with the Boards objectives and
responsibilities, and relevant laws, regulations, guidelines and standards of corporate governance.
PRINCIPLE 2 STRENGTHEN COMPOSITION
2.1 Establish a Nominating Committee comprising exclusively non-executive directors, with majority independent
The Board has established a Nominating Committee on 21 February 2013. The composition of the Nominating
Committee comprises exclusively Non-Executive Directors with a majority of Independent Directors.
The Board has identifed a Senior Independent Director who is the Chairman of the Nominating Committee to deal with
any concerns from the shareholders.
2.2 Nominating Committee should develop, maintain and review criteria for recruitment process and annual assessment
of directors
The Nominating Committee is responsible to review any proposed candidate based on the selection criteria and also
discusses the selection criteria with the entire Board. The Nominating Committee designs a customised approach for
evaluating each candidate. The Board reserves the right to approve the appointment of new directors.
22
PRINCIPLE 2 STRENGTHEN COMPOSITION (contd)
2.2 Nominating Committee should develop, maintain and review criteria for recruitment process and annual assessment
of directors (contd)
On an annual basis, the Nominating Committee is required to evaluate the board effectiveness and the effectiveness of
the Committees in discharging their functions and duties in accordance with their terms of reference. The Nominating
Committee will conduct an annual review to ensure that the Board has the appropriate mix of expertise and experience.
The Nominating Committee draws up induction sessions for newly appointed Directors to meet with the respective
Heads of Departments and to understand the business of the Group better.
The Nominating Committee would carry out its duties as delegated by the Board. However, if there is a requisition of
nomination by the shareholders, the Nominating Committee would also perform the same review process if the same is
allowed.
The Board currently consists of 5 members of which none is a female Director. The Board is satisfed with the contribution
of each member of the Board through the annual assessment by the Nominating Committee. In the event of a vacancy
in the Board, the Nominating Committee has been tasked to include the recruitment of female Directors. The Board
would endeavour to recruit a female Director and has set itself to meet the Prime Ministers call of having 30% womens
representation at boardroom level by year 2016.
The attendance of the Board Committee members for the fnancial year ended 31 December 2012:
Directors
Audit
Committee
Nominating
Committee
Remuneration
Committee
Y.Bhg Datuk Azizan bin Abd Rahman 5/5 N/A N/A
Leow Yan Seong @ Liew Pin 5/5 N/A N/A
Lee Cheow Fui (appointed on 8 October 2012) 1/1 N/A N/A
Lew Lup Seong (retired on 21 June 2012) 3/3 N/A N/A
23
2.3 Board should establish formal and transparent remuneration policies and procedures to attract and retain
directors
The Board has established a Remuneration Committee this year. The composition of the Remuneration Committee
comprises a majority of Independent Directors.
The Remuneration Committee is responsible for reviewing the remuneration of Directors and senior management to
ensure that they are at suffciently competitive levels and recommending to the Board the remuneration of the directors
and senior management. The Company has adopted the objectives as recommended by the MCCG to determine the
remuneration of the Directors so as to ensure that the Company attracts and retains directors of the quality needed to
manage the business of the Group respectively.
The Board recommends the Directors fees payable to the Directors on a yearly basis to the shareholders for approval
at the annual general meeting in line with the provision of its Articles of Association.
Aggregate remuneration of Directors is categorised as follows:

Fees
(RM)
Salaries & Others
Emoluments
Total
(RM)
Executive Directors - 784,000 784,000
Non-Executive Directors 90,000 7,500 97,500
24
2.3 Board should establish formal and transparent remuneration policies and procedures to attract and retain directors
(contd)
The number of Directors whose remuneration falls within the following bands is as follows:

Range of Remuneration (RM)
Number of Directors
Executive Non-Executive
Below 50,000 - 5
50,001 - 100,000 - -
100,001 - 150,000 - -
150,001 - 200,000 - -
200,001 - 250,000 - -
250,001 - 300,000 - -
300,000 - 1,000,000 1 -
The MCCG recommends detailed disclosure to be made for each directors remuneration. The Board has chosen to
disclose the remuneration in bands pursuant to the Listing Requirements, as separate and detailed disclosure of individual
directors remuneration will not add signifcantly to the understanding and evaluation of the Companys governance.
PRINCIPLE 3 REINFORCE INDEPENDENCE
3.1 Board should undertake an assessment of its independent directors annually
The Nominating Committee would be assessing the Directors on an annual basis. The Nominating Committee would
report to the Board on its fndings and recommendations.
As the Nominating Committee was just set up this year, the Nominating Committee had yet to undertake any assessment
of its independent directors for the fnancial year under review.
25
PRINCIPLE 3 REINFORCE INDEPENDENCE (contd)
3.2 Tenure of independent director should not exceed cumulative term of 9 years. Upon completion of tenure,
independent director can continue serving but as non-executive director
The Board currently has one Director who has served exceeding the tenure of 9 years. Y.Bhg. Datuk Azizan bin Abd
Rahman has in cumulative more than 9 years of service.
The Nominating Committee has assessed the independence of Y.Bhg. Datuk Azizan bin Abd Rahman, who has served
as an Independent Non-Executive Director of the Company for a cumulative term of more than nine years, and
recommended him to continue act as an independent Non-Executive Director of the Company based on the following
justifcations:
a) He fulflled the criteria under the defnition of Independent Director as stated in the Main Market Listing Requirements
of Bursa Malaysia Securities Berhad, and thus, he would able to function as a check and balance, bring an element
of objectivity to the Board;
b) His vast experience in the industry and background would enable him to provide the Board with a diverse set of
experience, expertise and independent judgment to better manage and run the Group;
c) He has been with the Company for more than 9 years and is familiar with the Companys business operations and
the property development market; and
d) He has exercised his due care during his tenure as an Independent Non-Executive Director of the Company and
carried out his professional duties in the interest of the Company and shareholders.
3.3 Must justify and seek shareholders approval in retaining independent directors (serving more than 9 years)
The Board is seeking shareholders approval to retain Y.Bhg. Datuk Azizan bin Abd Rahman as an Independent Non-
Executive Director of the Company.
3.4 Positions of Chairman and Chief Executive Ofcer to be held by different individuals
The Company only has an Executive Chairman who is also the only Executive Director on Board. Furthermore, there
are suffcient Independent Directors on the Board who are individuals of calibre, credibility and are free from any
business or other relationship which could materially interfere with the exercise of their independent judgment. These
Independent Directors are capable of exercising independent judgment to ensure fair and objective deliberations at
Board meetings.
26
PRINCIPLE 3 REINFORCE INDEPENDENCE (contd)
3.5 Board must comprise a majority of independent directors if Chairman is not an independent director
The Board has an Executive Chairman and understands that where the Chairman is not an Independent Director, the
Board must comprise a majority of Independent Directors. As the size of the Board is small, the Board is satisfed that
the composition of the Board meets with the minimum requirements of the Main Market Listing Requirements and that
there is a balance of power at Board level.
All matters brought before the Board are fully, adequately and objectively discussed taking into account the interest
of various stakeholders including minority shareholders. No individual or group of individuals dominate the Boards
decision making. The Chairman is supported by the Executive Director, Operations who is responsible for the execution
of the Boards decision and day to day operations of the Group.

At all meetings, the Board is ensured of a balanced and independent view at all times. Apart from the Chairman who
is a substantial shareholder of the Company, the Board has Independent Non-Executive Directors who are independent
from Management and major shareholders of the Company.
PRINCIPLE 4 FOSTER COMMITMENT
4.1 Board should set expectations on time commitment for its members and protocols for accepting new directorships
The Company Secretaries would draw up the whole year meeting dates for the Board so that each member of the Board
is able to plan his schedule accordingly. This will ensure that the meeting dates receive mutual consent from every Board
member and provides them advance notice.
Every Board member is aware that he is required to notify the Chairman of the Company frst prior to accepting the new
directorships and also to confrm his commitment that the new directorships would not impair his time commitment with
the Company.
27
PRINCIPLE 4 FOSTER COMMITMENT (contd)
4.1 Board should set expectations on time commitment for its members and protocols for accepting new directorships
(contd)
The attendance record of the Board for the fnancial year ended 31 December 2012 is set out below:
Directors Designations Attendance %
Chan Guan Seng Executive Chairman 4/4 100%
Y.Bhg. Datuk Azizan bin Abd Rahman Independent Non-Executive Director 4/5 80%
Leow Yan Seong @ Liew Pin Independent Non-Executive Director 5/5 100%
Y.Bhg. Dato Vijaya Kumar A/L
T. Chornalingam
(appointed on 4 September 2012)
Senior Independent Non-Executive Director 1/1 100%
Lee Cheow Fui
(appointed on 8 October 2012)
Independent Non-Executive Director 1/1 100%
Lew Lup Seong (retired on 21 June 2012) Independent Non-Executive Director 2/2 100%
Based on the above, all the Directors of the Company have attended more than 50% of the attendance required by the
Main Market Listing Requirements.
4.2 Board should ensure members have access to appropriate continuing education programme
The Board encourages its members to enrol in appropriate continuing education programme to equip them to serve the
interests of the Company.
All Directors have attended and successfully completed the Mandatory Accreditation Programme (MAP) and Continuing
Education Programme (CEP) as required by Bursa Securities. Directors will continue to undergo such other relevant
training programmes to further enhance their skills and knowledge to deal with current and emerging business issues.
Directors also receive further training from time to time, particularly on relevant new laws and regulations and changing
commercial risks. The Company will on a continuous basis, evaluate and determine the training needs of its Directors.
28
PRINCIPLE 4 FOSTER COMMITMENT (contd)
4.2 Board should ensure members have access to appropriate continuing education programme (contd)
The conferences, seminars and training programmes attended by the Directors in year 2012 included the following:
Mandatory Accreditation Programme for Directors of Public Listed Companies
Investment Scams : Fraud Encounter by Brokers
The Euro Crash
Key Amendments to Bursa Listing Requirements and Corporate Disclosure Guide 2011
PRINCIPLE 5 UPHOLD INTEGRITY IN FINANCIAL REPORTING
5.1 Audit Committee should ensure nancial statements comply with applicable nancial reporting standards
The Audit Committee supports the Board in providing a balanced and meaningful assessment of the Groups fnancial
performance and prospects to shareholders, primarily through the annual reports, quarterly announcements of the
Groups results and other price-sensitive public reports.
The Audit Committee would meet with the External Auditors annually to go through the Audit Planning Memorandum
prior to the commencement of the audit. In addition, the Audit Committee would also meet with the External Auditors
to discuss with the External Auditors on their report to the Audit Committee following the completion of their audit.
The External Auditors would share with the Audit Committee on any signifcant issues on the fnancial statements and
regulatory updates. The Audit Committee would obtain the confrmation of the External Auditors with regard to the
Companys compliance with the applicable fnancial reporting standards.
5.2 Audit Committee should have policies and procedures to assess suitability and independence of external auditors
The Audit Committee has in place an assessment of the External Auditors and would assess them on an annual basis
and report to the Board its recommendation for the reappointment of the External Auditors at the annual general
meeting.
In addition, the Audit Committee has in place a policy with regard to the provision of non-audit services by the External
Auditors. During the fnancial year ended 31 December 2012, the non-audit services rendered by the External Auditors
were RM11,000.00. The amount of fees incurred were RM11,000.00.
The External Auditors had provided a written assurance to the Audit Committee that they were independent throughout
the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory
requirements.
29
PRINCIPLE 6 RECOGNISE AND MANAGE RISKS
6.1 Board should establish a sound framework to manage risks
The Board has put in place a Risk Review Committee (RRC), which includes Key Managements and representatives from
Credit Risk Management Department to evaluate, monitor and manage the risks that may impede the achievements of
its business objectives.
The RRC has been tasked to identify and communicate the existing and potential critical risk areas and the management
action plans to mitigate such risks by working with the internal auditors in providing periodic reports and updates to the
Audit Committee.
Minutes of RRC meetings were tabled for confrmation at the following RRC meeting, and subsequently presented to
the Audit Committee for notation.
The Board will continue to pursue its objective of identifying and managing risks associated with the operations of the
Group and take the necessary measures to strengthen its internal control system so as to facilitate the achievement of
the Groups business objectives.
The Audit Committee works with the Internal Auditors to ensure that the Internal Audit Annual Plan encompasses
the audit of the essential services and the follow up on the audits. The Internal Auditors are also required to perform
periodic testing of the internal control systems to ensure that the system is robust.
6.2 Board should establish an internal audit function which reports directly to Audit Committee
The Group has its own internal audit function. Its responsibilities include providing independent and objective reports on
the state of internal controls of the signifcant operating units in the Group to the Audit Committee, with recommendations
for improvement to the control procedures, so that remedial actions can be taken in relation to weaknesses noted in the
systems.
During the fnancial year, the internal auditors carried out review of selected key processes of the Company and certain
signifcant subsidiaries, covering high-level internal control framework, fnancial management, risk management,
procurement and inventory management.
30
PRINCIPLE 7 ENSURE TIMELY AND HIGH QUALITY DISCLOSURE
7.1 Ensure Company has appropriate disclosure policies and procedures
The Board has set an Internal Corporate Disclosure Guide in compliance with the disclosure requirements as set out in
the Main Market Listing Requirements.
The Board delegated the authority to the Executive Chairman of the Company to ensure that the Internal Corporate
Disclosure Guide is being adhered to by senior management and Company Secretaries in respect to disclosure
obligations.
7.2 Encourage Company to leverage on information technology for effective dissemination of information
The Companys website has a section dedicated to shareholders under About Apex where can check on the latest
announcements of the Company.
PRINCIPLE 8 STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS
8.1 Take reasonable steps to encourage shareholder participation at general meetings
The Board encourages the attendance of the shareholders at the Companys annual general meeting. The notice period
of the annual general meeting is given to the shareholders slightly longer than the minimum of 21 clear days. With a
slightly longer time, the shareholders are provided with ample time to review the annual report, to appoint proxies and
to collate questions to be asked at the annual general meeting.
8.2 Board should encourage poll voting
At the commencement of the annual general meeting after the calling of the meeting to order, the Chairman would
remind the shareholders, proxies and corporate representatives on their rights to demand for a poll in accordance with
the provisions of the Articles of Association of the Company for any resolutions. The Chairman is also aware that he
could demand for a poll for substantive resolution to be tabled at the shareholders meetings.
The Companys share registrar is well equipped to facilitate the conduct a poll should the need arises.
8.3 Board should promote effective communication and proactive engagements with shareholders
Shareholders meetings are important events for the Board to meet the shareholders. The Chairman would allot suffcient
time to encourage the shareholders, proxies and the corporate representatives to ask questions pertaining to the
matters tabled at the general meetings. The senior management and External Auditors are present at the shareholders
meetings to answer any query that the shareholders, proxies and corporate representatives may ask.
This statement is made in accordance with the resolution of the Board dated 30 April 2013.
31
Corporate SUSTAINABILITY STATEMENT
The term of sustainability means the way we meet the
needs of today without compromising the ability of future
generations to meet their own needs.
This statement is aimed at balancing economic, environmental
and social issues as they relate to the activities of the Company
and our continued efforts to achieve them.
This statement applies throughout the Company and
governs our approach to all our sustainability activities. The
subsidiaries sustainability efforts will as much as possible be
aligned to the Companys sustainability strategies.
OUR COMMITMENT
We value the way how our business has been conducted over
the decades. We perceived corporate sustainability as our
commitment to create long term value for our shareholders,
environment and society through innovation and excellence.
OUR WORKPLACE
Our people is our assets. The health of our Company is
derived from the wellbeing of our people. We are committed
to provide our people with a safe and healthy workplace. We
provide our people with training and development and also
opportunities for them to grow with us.
OUR MARKETPLACE
Our success through the years was built over the years with
our consistent effort to provide better services to our clients.
We value integrity, honesty and ethical dealings as our work
culture. We expect our people to conduct themselves in with
high standards of care in their business dealings.
OUR SHAREHOLDERS
We engage our shareholders and investors through the media,
Annual General Meeting/Extraordinary General Meeting,
meetings with analysts/investors, corporate briefngs and road
shows. We practice active communications with the investors
and public through various communication channels such as
events, news alert and through our corporate website.
OUR COMMUNITY
We support any community work as we believed in giving
back to the communities in which it operates and the
community programmes will support an array of causes. We
also believe that by fostering a caring culture amongst our
people, we give back to the community where we live and
earn our living.
32
Corporate SOCIAL RESPONSIBILITY
T
he Apex Group is constantly and consciously addressing its corporate social responsibility
(CSR), deemed as a natural extension of the spirit of corporate governance. We pursue our
CSR activities in line with the 3 cornerstones of our CSR principles:
A holistic approach is adopted by instilling the importance of CSR across the Group and within which the Group operates the
workplace, the market place and the community.
AT THE WORKPLACE
The Group aspires to be the employer of choice, the basic ingredient to having the right staff for the right tasks at the right
time. We also live by our maxim a happy employee is indeed a productive employee for our staff to have productivity at
the best level possible.
To achieve this, the Group:
provides a clear career path to all employees;
endeavors to enhance their skills and competencies through various training & development programmes, seminars and
workshops; and
strives to create and provide a conducive workplace for all employees.
In addition, the Group promotes sports and its CSR principles through its Sports Club. Apex Sports Club cultivates teamwork
as well as sense of belonging among employees. Through the Sports Club, a healthy lifestyle is being promoted to all staff. A
spacious gymnasium room with state-of-the-art equipments is made available at the work place for the use of our employees
and remisiers.
Staff Appreciation Day
Apex Sports Club organized a JF Apex Appreciation Day on 28 March 2012. This event was opened for all the employees
who wanted to show their appreciation to their colleagues or superiors by sending hand-delivered gift through the Sports
Club Committee. We received good response from the staff for this event.
1. RESPONSIBILITY, TRANSPARENCY AND ACCOUNTABILITY;
2. CARE AND UNITY; AND
3. VALUE CREATION AND ENHANCEMENT FOR ALL.
33
AT THE MARKETPLACE
The Apex Group also values the importance of CSR to enhance the Groups interaction with its external stakeholders be
them our customers, fund managers, fnancial institutions, peers, suppliers, authorities, the public and our shareholders.
We adopt an active role in engaging these stakeholders through various channels and manners. With our customers and
suppliers, we have in place standard approach, procedures and controls in our procurement and outsourcing.
CARE FOR THE COMMUNITY
The Apex Group takes great pride in being part of the vibrant local community, especially in Kajang where our headquarters
is stationed as well as beyond the state boundaries.
Home For Special Children - Persatuan Insan Istimewa Cheras
Apex Sports Club Committee presented a donation of RM20,000.00 to Persatuan Insan Istimewa Cheras, Selangor Darul
Ehsan. This is a home for special children. They provide services and adopt the mentally retarded and physically handicapped
people including Down syndrome and autism, children with cerebral palsy, diffcult in learning and other related mental
retardation.
Corporate SOCIAL RESPONSIBILITY (contd)
34
Yayasan Latihan Insan Istimewa Ipoh, Perak
Apex Sport Club Committee also donated RM17,000.00
and 2 medical beds to Yayasan Latihan Insan Istimewa Ipoh,
Perak. Yayasan Latihan Insan Istimewa is a privately funded
shelter for the disabled children and adults.
St. John Ambulans Malaysia
JF Apex Securities Berhad donated RM20,000.00 to St. John
Ambulans Malaysia during the Majlis Makan Malam Amal
Charity Dinner held on 15 September 2012 at Restoran Xi
Lai Ton, Kajang, Selangor Darul Ehsan.
WAY FORWARD FOR 2013
For the year 2013 ahead, the Board shall continue to promote the CSR principles of the Apex Group actively and have in store
several new CSR initiatives to demonstrate the commitment of the Group in being a good corporate citizen in refection of
our three CSR principles.
Corporate SOCIAL RESPONSIBILITY (contd)
35
Audit COMMITTEE REPORT
COMPOSITION
The Audit Committee comprises 3 members, all of whom are Independent Non-Executive Directors and this is in line with the
requirements of the listing requirements of the Main Market of Bursa Malaysia Securities Berhad.
1. Leow Yan Seong @ Liew Pin (Independent Non-Executive Director) - Chairman
2. Y.Bhg. Datuk Azizan bin Abd Rahman (Independent Non-Executive Director) - Member
3. Lee Cheow Fui (Independent Non-Executive Director) - Member (appointed on 8 October 2012)
SUMMARY OF THE TERMS OF REFERENCE
Functions of the Committee
The Committee, amongst others, shall discharge the following functions:
(1) review the following and report the same to the Directors of the listed issuer:
(a) with the external auditor, the audit plan;
(b) with the external auditor, his evaluation of the system of internal controls;
(c) with the external auditor, his audit report;
(d) the assistance given by the employees of the listed issuer to the external auditor;
(e) the adequacy of the scope, functions, competency and resources of the internal audit functions and that it has the
necessary authority to carry out its work;
(f) the internal audit programme, processes, the results of the internal audit programme, processes or investigation
undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;
(g) the quarterly results and year end fnancial statements, before the approval by the Board, focusing particularly on:
(i) changes in or implementation of major accounting policy changes;
(ii) signifcant and unusual events; and
(iii) compliance with accounting standards and other legal requirements;
(h) any related party transaction and confict of interests situation that may arise within the Company or Group including
any transaction, procedure or course of conduct that raises questions of management integrity;
(i) any letter of resignation from the external auditors of the listed issuer; and
(j) whether there is reason (supported by grounds) to believe that the listed issuers external auditor is not suitable for
re-appointment; and
(2) recommend the nomination of a person or persons as external auditors.
36
Audit COMMITTEE REPORT (contd)
Attendance of other directors and employees
The Audit Committee meetings are attended by the other Directors and employees at the invitation of the Audit
Committee.

Procedure of the meetings of the Committee
The Committee shall meet at least four times a year at appropriate times in the reporting cycle and otherwise as required.
The notice of each meeting confrming the venue, time and date, together with an agenda of items to be discussed, shall be
forwarded to each member of the Committee by e-mail at the email address provided by each member of the Committee,
and also any other Directors or persons required to attend, no later than 3 working days before the date of the meeting.
Supporting papers shall be emailed to Committee members and to other attendees as appropriate, at the same time when
available.
ACTIVITIES DURING THE YEAR
During the fnancial year, the Audit Committee:
1. Reviewed the external auditors Audit Memorandum Plan, which comprised of their scope of work and audit plan for the
Group;
2. Reviewed with the external auditors the results of the audit, audit report and recommendations;
3. Reviewed the unaudited quarterly results prior to the approval of the Board of Directors;
4. Reviewed the annual audited fnancial statements, Directors Reports and other signifcant accounting issues arising from
the audit of the fnancial year ended 31 December 2012 prior to the approval of the Board of Directors;
5. Reviewed and approved the respective audit plans of internal auditors and compliance offcers;
6. Discussed and reviewed updates of new developments issued by the Malaysia Accounting Standards Board;
7. Conducted two (2) private meetings with the External Auditors without the presence of the Executive Directors and
management; and
8. Reviewed any related party transactions that may arise within the Group or Company.
37
DETAILS OF ATTENDANCE
The Audit Committee held fve (5) meetings during the year ended 31 December 2012. Details of the Audit Committee
members attendance are given below:
Membership No. of meetings attended
Y.Bhg. Datuk Azizan bin Abd Rahman 5/5
Leow Yan Seong @ Liew Pin 5/5
Lee Cheow Fui (Appointed on 8 October 2012) 1/1
Lew Lup Seong (Retired on 21 June 2012) 3/3
SUMMARY OF THE ACTIVITIES OF INTERNAL AUDIT FUNCTION
All Internal Audit activities were conducted by the in-house audit team. The total costs incurred by the Group Internal Audit
for the internal audit function of the Group in 2012 amounted to RM146,026.37.
The main role of the internal audit is to provide an independent and objective review on the organisations management,
records, policies and controls and to report them to Audit Committee on quarterly basis. The internal audits include evaluation
of the processes by which signifcant risks are identifed, assessed and managed and ensure that instituted controls are
appropriate and effectively applied.
During the fnancial year, the Internal Audit conducted various internal audit engagements in accordance with the Internal
Audit Plans approved by the Audit Committee.
The Audit Committee reviewed the results of the audits from the internal audit reports tabled at the quarterly meetings
including the recommendations, managements response and follow up audits on the recommendations.
Audit COMMITTEE REPORT (contd)
38
Statement on RISK MANAGEMENT AND
INTERNAL CONTROL
T
he Board of Directors (the Board) of Apex Equity Holdings Berhad (Apex or the
Company) is pleased to present the Statement On Risk Management And Internal
Control. This statement is prepared pursuant to paragraph 15.26(b) of the Main Market
Listing Requirements of Bursa Malaysia Securities Berhad (Bursa Securities) and guided by
the Statement on Risk Management & Internal Control - Guidelines for Directors of Listed
Issuers.
BOARD RESPONSIBILITY
The Board acknowledges their responsibilities for the adequacy and integrity of the Groups system of internal controls. The
Board is fully aware that the system of internal control cannot totally eliminate the risk of failure to achieve business objectives,
and can only provide reasonable and not absolute assurance against material misstatement or loss.

The Board confrms that there is an on-going process of managing signifcant risks faced by the Group and reviewing the
system of internal control for the year under review.
RISK MANAGEMENT FRAMEWORK
The Board acknowledges that the Companys business activities involve some degree of risks and key management staff and
Heads of Department are responsible for managing identifed risks within defned parameters and standards.
The Board has put in place a Risk Review Committee (RRC), which includes Key Managements and representatives from
Credit Risk Management Department to evaluate, monitor and manage the risks that may impede the achievements of its
business objectives.
The RRC has been tasked to identify and communicate the existing and potential critical risk areas and the management
action plans to mitigate such risks by working with the internal auditors in providing periodic reports and updates to the Audit
Committee.
Minutes of RRC meetings were tabled for confrmation at the following RRC meeting, and subsequently presented to the
Audit Committee for notation.
39
INTERNAL CONTROL (contd)
RISK MANAGEMENT FRAMEWORK (contd)
In addition, the Company is currently in the process of establish and implement an Enterprise Risk Management (ERM)
framework as required under the Malaysian Code of Corporate Governance 2012 (MCCG) for identifying, evaluating,
managing and reporting the signifcant risks found by the Group.
The Board will continue to pursue its objective of identifying and managing risks associated with the operations of the Group
and take the necessary measures to strengthen its internal control system so as to facilitate the achievement of the Groups
business objectives.
INTERNAL AUDIT FUNCTION
The Internal Audit department continues to independently, objectively and regularly review key processes, check compliance
with policies/procedure, evaluate the adequacy and effectiveness of internal control, risk management and governance
processes established by management and/or the Board within the Group. It highlights signifcant fndings and corrective
measures in respect of any non-compliance to Management and the Audit Committee on a timely basis. The annual audit plan
is reviewed and approved by the Audit Committee annually and an update is given to the Audit Committee every quarter.
Further activities of the Internal Audit Function are set out in the Audit Committee Report on pages 35.
KEY ELEMENTS OF INTERNAL CONTROL
The key elements of internal control are described below:

Board Committees have been set up to assist the Board to perform its oversight function, namely the Audit Committee,
Nominating Committee and Remuneration Committee. The terms of reference and their functions are detailed in the
Corporate Governance Statement on pages 17.
Formal organisation structure that clearly defnes the framework for the line of reporting and hierarchy of authority.
Group Policies and Procedures Manual on key activities that lay down the objective, scope, policies and operating
procedures for the Group.
Clearly documented standard operating policies and procedures which are subject to regular review and improvement.
Regular internal audit visits to departments within the Company and subsidiaries to ensure compliance with Group
Policies and Procedures and to review effectiveness of internal control systems.
40
INTERNAL CONTROL (contd)
KEY ELEMENTS OF INTERNAL CONTROL (contd)
Clearly defned authorisation limits at appropriate levels are set out in a fnancial authority matrix for controlling and
approving capital expenditure and expenses. The matters that require the Boards approvals are clearly spelled out.
Respective subsidiaries held monthly Management/Operations meetings to review the operations, compliance and
internal audit report, fnancial performance, business overview, direction and current developments.
Quarterly meetings for Audit Committee and the Board are held to discuss on internal audit reports, periodic fnancial
statements and issues that warrant Audit Committee and Boards attention.
CONCLUSION
The Board confrms that the system of risk management & internal control with the key elements listed above are in place
during the fnancial year and that there is a continuous process for identifying, evaluating and managing signifcant risks to
assess and enhance the effectiveness of the risk management & internal control system. The Board is of the view that the risk
management & internal control system in place for the year under review and up to the date of issuance of the Annual Report
is adequate and effective to safeguard the shareholders investment, the interests of customers, regulators and employees,
and the Groups assets.
The Board has received assurance from the Executive Chairman and Head of Finance, that the Groups system of Risk
Management and Internal Control is operating adequately and effectively in all material aspects.
41
Disclosure of RECURRENT
RELATED PARTY TRANSACTIONS
At the 22
nd
Annual General Meeting held on 21 June 2012, the Company obtained a shareholders mandate to allow the
Group to enter into recurrent related party transactions of a revenue or trading nature.
In accordance with Paragraph 3.1.5 of Practice Note No. 12 of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad, the details of recurrent related party transactions conducted during the fnancial year ended 31 December
2012 pursuant to the shareholders mandate are disclosed as follows:
Nature of
Transaction
Name of Company within
the group that entered in
Recurrent Transaction

Name of
Related Party
Transacted value during
nancial year ended
31 December 2012
RM000
Purchase/sales of share
for personal account JFAS Chan Guan Seng
(1)
2
Notes:
(1)
Mr. Chan Guan Seng is a Director and also a shareholder of Apex Equity Holdings Berhad.
For more information, please refer to the Circular to Shareholders dated 28 May 2013.
42
Directors RESPONSIBILITY STATEMENT
The Board of Directors is required under Paragraph 15.26(a) of the Main Market Listing Requirements to issue a statement
explaining their responsibility in the preparation of the annual audited fnancial statements.
The Directors are required by the Companies Act, 1965 to prepare fnancial statements for each fnancial year which give a
true and fair view of the state of affairs of the Group and of the Company as at the end of the fnancial year and the results of
the operations, changes in equity and cash fows of the Group and of the Company for the fnancial year.
In preparing those fnancial statements, the Directors are required to:
adopted and consistently applied appropriate accounting policies;
make judgements and estimates that are reasonable and prudent;
state whether applicable approved accounting standards have been followed, subject to any material departures disclosed
and explained in the fnancial statements; and
prepared fnancial statements on the going concern basis as the Directors have a reasonable expectation, having made
enquiries, that the Group and the Company have adequate resources to continue in operational existence for the
foreseeable future.
The Directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time the
fnancial position of the Group and of the Company and to enable them to ensure that the fnancial statements comply with
the Companies Act, 1965.
43
Group FINANCIAL HIGHLIGHTS
For the year ended 31 December 2012
2008 2009 2010 2011 2012
RM000 RM000 RM000 RM000 RM000
RESULT - PROFIT AND LOSS
Revenue 37,941 36,598 47,723 51,369 47,376
Proft/(loss) before tax (18,186) 15,854 18,676 23,504 29,780
Proft/(loss) attributable to shareholders
of the company (19,280) 15,349 15,018 18,356 26,087
BALANCE SHEET
Total assets 314,093 366,971 413,008 370,563 334,414
Total liabilities 74,076 93,973 117,531 82,097 67,642
Current assets 247,627 276,616 255,098 232,035 243,025
Due from clients/brokers 144,299 193,290 166,646 154,275 188,775
Current liabilities 68,885 90,817 113,118 79,425 67,436
Due to clients/brokers 43,229 69,762 87,495 58,794 49,237
Total borrowings 17,979 14,063 19,129 11,595 7,922
Net current assets 178,742 185,799 141,980 152,610 175,589
Net tangible assets 240,017 272,998 295,477 288,466 266,772
Shareholders equity 240,017 272,998 295,477 288,466 266,772
Share capital 213,563 213,563 213,563 213,563 213,563
PER SHARE Sen Sen Sen Sen Sen
Proft/(loss) before tax (8.58) 7.55 9.02 11.49 14.70
of the company (9.09) 7.31 7.25 8.97 12.87
Net tangible assets 113.19 129.94 142.66 141.00 131.64
Net dividend - cash 2.00 1.00 3.00 3.00 20.00
- share dividend 0.00 0.00 0.00 0.00 0.00
44
2008 2009 2010 2011 2012
FINANCIAL RATIOS
Return on investment
Return on shareholders capital
Proft/(loss) before tax (8.52%) 7.42% 8.74% 11.01% 13.94%
of the company (9.03%) 7.19% 7.03% 8.60% 12.22%
Return on shareholders equity
of the company (8.03%) 5.62% 5.08% 6.36% 9.78%
Return on shareholders equity and
total borrowings
of the company (7.47%) 5.35% 4.77% 6.12% 9.50%
Margins
Proft/(loss) before tax/Revenue (47.93%) 43.32% 39.13% 45.76% 62.86%
of the company/Revenue (50.82%) 41.94% 31.47% 35.74% 55.06%
Current ratio (times) 3.59 3.05 2.26 2.92 3.60
Gearing
Total borrowings/shareholders equity 7.49% 5.15% 6.47% 4.02% 2.97%
STOCK MARKET INFORMATION
Share price - High (RM) 0.88 0.73 0.80 0.88 1.45
- Low (RM) 0.44 0.49 0.60 0.74 0.77
Last transacted price as at 31 December
(RM) 0.50 0.62 0.78 0.84 1.10
Market capitalisation as at 31 December
(RM000) 106,782 132,409 166,579 179,393 234,919
Net price eanings ratio (times) (5.50) 8.49 10.76 9.36 8.55
For the year ended 31 December 2012 (contd)
45
For the year ended 31 December 2012 (contd)
REVENUE (RM000) PROFIT/(LOSS) BEFORE TAX (RM000)
SHAREHOLDERS EQUITY (RM000) TOTAL ASSETS (RM000)
200,000
150,000
100,000
50,000
2008
4
7
,
3
7
6
5
1
,
3
6
9
4
7
,
7
2
3
3
6
,
5
9
8
2
3
,
5
0
4
1
8
,
6
7
6
(
1
8
,
1
8
6
)
1
5
,
8
5
4
2009 2009 2011 2012
0
2008 2009 2010 2011 2012
500,000
400,000
300,000
200,000
100,000
0
2008 2009 2010 2011 2012
300,000
250,000
200,000
150,000
100,000
50,000
0
2008 2009 2010 2011 2012
35,000
30,000
25,000
20,000
15,000
10,000
5,000
0
-5,000
-10,000
-15,000
-20,000
3
7
,
9
4
1
2
9
,
7
8
0
2
6
6
,
7
7
2
2
8
8
,
4
6
6
2
9
5
,
4
7
7
2
7
2
,
9
9
8
2
4
0
,
0
1
7
3
3
4
,
4
1
4
3
7
0
,
5
6
3
4
1
3
,
0
0
8
3
6
6
,
9
7
1
3
1
4
,
0
9
3
46
Additional Compliance Information
To comply with the Listing Requirements, the following additional information is provided:
a) Share buyback
During the fnancial year, the Company acquired a total of 1,932,600 of its issued shares from the open market at
purchase consideration of RM1,567,609.01. The average price of the traded shares of RM0.811, the high being RM1.320
and low being RM0.770. The funding of the share buy-back transaction is from internally generated funds. The purchased
shares are being held as treasury shares in accordance with Section 67A of the Companies Act, 1965.
b) Option, warrants or convertible securities
The Company did not issue any options convertible securities or warrants.
c) Depository Receipt Programme
During the year under review, the Company did not sponsor any depository receipt programme.
d) Imposition of sanctions/penalties
During the year under review, there were no penalties/sanctions imposed on the Company.
e) Non-audit fees
There was RM11,000.00 non-audit fees made for fnancial year ended 2012.
f) Prot guarantee
There was no proft guarantee given in respect of the Company.
g) Material contracts or loans
There were no material contracts or loans between the Company and its subsidiary that involve Directors or major
shareholders interest.
h) Recurrent Related Party transaction statement
The Company incurred recurrent related party transactions of a revenue/trading in nature during the fnancial year and
details are stated in page 41.
i) Revaluation policy on landed properties
The Company did not have a revaluation policy on landed properties.
48 Directors Report
53 Statement by Directors
53 Statutory Declaration
54 Independent Auditors Report
57 Statements of Financial Position
59 Statements of Comprehensive Income
61 Statements of Changes in Equity
65 Statements of Cash Flows
67 Notes to the Financial Statements
142 Supplementary Information
Financial
STATEMENTS
48
The directors hereby submit their report and the audited fnancial statements of the Group and of the Company for the
fnancial year ended 31 December 2012.
PRINCIPAL ACTIVITIES
The Company is principally engaged in the business of investment holding and trading in marketable securities whilst the
principal activities of its subsidiaries are set out in Note 5 to the fnancial statements. There have been no signifcant changes
in the nature of these activities during the fnancial year except that a subsidiary commenced the property development
activity during the fnancial year under review.
RESULTS
The Group The Company
RM000 RM000
Proft after taxation attributable to the owners of the Company 26,087 34,100
Unappropriated proft brought forward 60,096 26,303
Proft available for appropriation 86,183 60,403
Dividend paid (40,530) (40,530)
Unappropriated proft carried forward 45,653 19,873
DIVIDENDS
A frst and fnal tax-exempt dividend of 4 sen per ordinary share amounting to RM8,106,128 for the fnancial year ended
31 December 2011 was approved by the shareholders at the Annual General Meeting held on 21 June 2012 and paid on
31 July 2012.
A tax-exempt frst interim dividend of 16 sen per ordinary share amounting to RM32,424,353 in respect of the fnancial year
ended 31 December 2012 was paid on 1 October 2012.
At the forthcoming Annual General Meeting, a fnal dividend of 5 sen less 25% tax per ordinary share amounting to RM7,599,458
in respect of the current fnancial year will be proposed for shareholders approval. The fnancial statements for the current
fnancial year do not refect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for as
a liability in the fnancial year ending 31 December 2013.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the fnancial year except as disclosed in the fnancial
statements.
Directors REPORT
49
ISSUES OF SHARES AND DEBENTURES
During the fnancial year:
(a) there were no changes in the authorised and issued and paid-up share capital of the Company; and
(b) there were no issues of debentures by the Company.
REPURCHASE OF SHARES
At the annual general meeting of the Company held on 21 June 2005, the shareholders approved the share buy-back of up to
10% of the issued and paid-up share capital of the Company. The authority from the shareholders has been renewed at each
of the subsequent annual general meetings of the Company and was last renewed on 21 June 2012. This authority will expire
at the conclusion of the forthcoming annual general meeting of the Company.
The directors of the Company are committed to enhancing the value of the Company for its shareholders and believe that the
repurchase plan can be applied in the best interests of the Company and its shareholders.
At 31 December 2012, treasury shares held by the Company were as follows:
Year of buy-back
No. of ordinary
shares
Average price
per share
Total
cost
RM RM
2005 2,398,000 0.45 1,070,217
2006 1,601,000 0.48 773,646
2007 205,000 0.88 180,511
2008 1,498,500 0.58 874,247
2009 1,956,500 0.56 1,094,413
2010 2,974,800 0.62 1,851,929
2011 2,532,000 0.81 2,042,982
2012 1,932,600 0.81 1,567,609
15,098,400 9,455,554
Year of distribution by way of dividend
2007 (4,187,282) (2,014,878)
10,911,118 7,440,676
OPTIONS GRANTED OVER UNISSUED SHARES
During the fnancial year, no options were granted by the Company to any person to take up any unissued shares in the
Company.
Directors REPORT (contd)
50
DIRECTORS
The directors who served since the date of the last report are as follows:
Chan Guan Seng (Retired 21 June 2012 and Re-appointed 26 June 2012)
Y Bhg Datuk Azizan Bin Abd Rahman
Lew Lup Seong (Retired 21 June 2012)
Dato Vijaya Kumar A/L T. Chornalingam (Appointed 4 September 2012)
Lee Cheow Fui (Appointed 8 October 2012)
In accordance with the Companys Articles of Association, Mr Chan Guan Seng, Y Bhg Datuk Azizan Bin Abd Rahman, Dato
Vijaya Kumar A/L T. Chornalingam and Mr Lee Cheow Fui retire by rotation at the forthcoming annual general meeting and,
being eligible, offer themselves for re-election.
DIRECTORS INTERESTS
According to the register of directors shareholdings, the interests of directors holding offce at the end of the fnancial year
in shares in the Company and its related corporations during the fnancial year are as follows:
Number Of Ordinary Shares Of RM1 Each
At 1.1.2012 Bought Sold At 31.12.2012
The Company
Direct Interests
Chan Guan Seng 17,817,831 - - 17,817,831
Y Bhg Datuk Azizan Bin Abd Rahman 7,217,358 - - 7,217,358
Leow Yan Seong @ Liew Pin 2,040 - - 2,040
Indirect Interests
Chan Guan Seng 9,000,000 9,735,276 - 18,735,276
Y Bhg Datuk Azizan Bin Abd Rahman 1,039,616 - - 1,039,616
By virtue of his interest in shares in the Company, Chan Guan Seng is deemed to have an interest in shares in the subsidiaries
to the extent of the Companys interest, in accordance with Section 6A of the Companies Act, 1965 in Malaysia.
The other directors holding offce at the end of the fnancial year had no interests in the shares in the Company or its related
corporations during the fnancial year.
51
DIRECTORS BENEFITS
Since the end of the previous fnancial year, no director has received or become entitled to receive any beneft (other than a
beneft included in the aggregate amount of emoluments received or due and receivable by directors as shown in the fnancial
statements, or the fxed salary of a full-time employee of the Company) by reason of a contract made by the Company or a
related corporation with the director or with a frm of which the director is a member, or with a company in which the director
has a substantial fnancial interest.
Neither during nor at the end of the fnancial year was the Group or the Company a party to any arrangements whose object
is to enable the directors to acquire benefts by means of the acquisition of shares in or debentures of the Company or any
other body corporate.
OTHER STATUTORY INFORMATION
(a) Before the fnancial statements of the Group and of the Company were made out, the directors took reasonable steps:
(i) to ascertain the action taken in relation to the writing off of bad debts and the making of allowance for impairment
losses on receivables and satisfed themselves that all known bad debts had been written off and that adequate
allowance had been made for impairment losses on receivables; and
(ii) to ensure that any current assets which were unlikely to realise in the ordinary course of business their value as
shown in the accounting records of the Group and of the Company had been written down to an amount which they
might be expected so to realise.
(b) At the date of this report, the directors are not aware of any circumstances:
(i) which would render the amount written off for bad debts or the amount of the impairment losses on receivables in
the fnancial 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 fnancial statements of the Group and of the
Company misleading, or
(iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group
and of the Company misleading or inappropriate.
52
OTHER STATUTORY INFORMATION (contd)
(c) At the date of this report, there does not exist:
(i) any charge on the assets of the Company or its subsidiaries which has arisen since the end of the fnancial year which
secures the liabilities of any other person, or
(ii) any contingent liability of the Company or its subsidiaries which has arisen since the end of the fnancial year.
(d) The contingent liabilities are disclosed in Note 38 to the fnancial statements. No contingent or other liability of the
Company or its subsidiaries has become enforceable or is likely to become enforceable within the period of twelve
months after the end of the fnancial year which, in the opinion of the directors, will or may affect the ability of the
Company or its subsidiaries to meet their obligations as and when they fall due.
(e) At the date of this report, the directors are not aware of any circumstances, not otherwise dealt with in this report or the
fnancial statements of the Group and of the Company which would render any amount stated in the respective fnancial
statements misleading.
(f) In the opinion of the directors:
(i) other than the gain on disposal of available-for-sale investment as disclosed in Note 29 to the fnancial statements,
the results of the operations of the Group and of the Company for the fnancial year were not substantially affected
by any item, transaction or event of a material and unusual nature; and
(ii) there has not arisen in the interval between the end of the fnancial 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 fnancial year in which this report is made.
AUDITORS
The auditors, Messrs. Crowe Horwath, have expressed their willingness to continue in offce.
Signed in accordance with a resolution of the directors dated 24 April 2013.
Chan Guan Seng Datuk Azizan Bin Abd Rahman
53
We, Chan Guan Seng and Datuk Azizan Bin Abd Rahman, being two of the directors of Apex Equity Holdings Berhad, state
that, in the opinion of the directors, the fnancial statements set out on pages 57 to 141 are drawn up in accordance with
Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies
Act 1965 in Malaysia so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31
December 2012 and of their results and cash fows for the fnancial year ended on that date.
The supplementary information set out on page 142, which is not part of the fnancial statements, is prepared in all material
respects, in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profts or Losses
in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian
Institute of Accountants and the directive of Bursa Malaysia Securities Berhad.
Signed in accordance with a resolution of the directors dated 24 April 2013.
Chan Guan Seng Datuk Azizan Bin Abd Rahman
I, Chan Guan Seng, I/C No. 530817-08-6047, being the director primarily responsible for the fnancial management of Apex
Equity Holdings Berhad, do solemnly and sincerely declare that the fnancial statements set out on pages 57 to 141 are, to the
best of my knowledge and belief, 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
Chan Guan Seng, I/C No. 530817-08-6047,
at Kajang in the State of Selangor
on this 24 April 2013
Chan Guan Seng
Before me
Kajan Singh
No. B 042
Commissioner for Oaths
Statement by DIRECTORS
Statutory DECLARATION
54
REPORT ON THE FINANCIAL STATEMENTS
We have audited the fnancial statements of Apex Equity Holdings Berhad, which comprise the statements of fnancial position
as at 31 December 2012 of the Group and of the Company, and the statements of comprehensive income, statements of
changes in equity and statements of cash fows of the Group and of the Company for the fnancial year then ended, and a
summary of signifcant accounting policies and other explanatory information, as set out on pages 57 to 141.
Directors Responsibility for the Financial Statements
The directors of the Company are responsible for the preparation of fnancial statements so as to give a true and fair view in
accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements
of the Companies Act 1965 in Malaysia. The directors are also responsible for such internal control as the directors determine
is necessary to enable the preparation of fnancial statements that is free from material misstatement, whether due to fraud
or error.
Auditors Responsibility
Our responsibility is to express an opinion on these fnancial statements based on our audit. We conducted our audit in
accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial
statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement
of the fnancial statements, whether due to fraud or error. In making those risk assessments, we consider internal control
relevant to the entitys preparation of fnancial statements that give a true and fair view in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys
internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the directors, as well as evaluating the overall presentation of the fnancial statements.
We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our audit opinion.
Independent AUDITORS REPORT
to the Member of Apex Equity Holdings Berhad
55
Opinion
In our opinion, the fnancial statements give a true and fair view of the fnancial position of the Group and of the Company as
of 31 December 2012 and of their fnancial performance and cash fows for the fnancial year then ended in accordance with
Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies
Act 1965 in Malaysia.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
In accordance with the requirements of the Companies Act 1965 in Malaysia, we also report the following:
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and
its subsidiaries have been properly kept in accordance with the provisions of the Act.
(b) We are satisfed that the fnancial statements of the subsidiaries that have been consolidated with the Companys fnancial
statements are in form and content appropriate and proper for the purposes of the preparation of the fnancial statements
of the Group and we have received satisfactory information and explanations required by us for those purposes.
(c) Our audit reports on the fnancial statements of the subsidiaries did not contain any qualifcation or any adverse comment
made under Section 174(3) of the Act.
OTHER REPORTING RESPONSIBILITIES
The supplementary information set out on page 142 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad
and is not part of the fnancial statements. The directors are responsible for the preparation of the supplementary information
in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profts or Losses in the
Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute
of Accountants (MIA Guidance) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary
information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia
Securities Berhad.
to the Member of Apex Equity Holdings Berhad (contd)
56
OTHER MATTERS
1. As stated in Note 3.1, Apex Equity Holdings Berhad adopted Malaysian Financial Reporting Standards on 1 January 2012
with a transition date of 1 January 2011. These standards were applied retrospectively by directors to the comparative
information in these fnancial statements, including the statements of fnancial position as at 31 December 2011 and
1 January 2011, and the statement of comprehensive income, statement of changes in equity and statement of cash
fows for the fnancial year ended 31 December 2011 and related disclosures. We were not engaged to report on the
comparative information and it is unaudited. Our responsibilities as part of our audit of the fnancial statements of
the Group for the fnancial year ended 31 December 2012 have, in these circumstances, included obtaining suffcient
appropriate audit evidence that the opening balances as at 1 January 2012 do not contain misstatements that materially
affect the fnancial position as of 31 December 2012 and fnancial performance and cash fows for the fnancial year then
ended.
2. This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies
Act 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of
this report.
Crowe Horwath Ooi Song Wan
Firm No: AF 1018 Approval No: 2901/10/14 (J)
Chartered Accountants Chartered Accountant
26 April 2013
Kuala Lumpur
to the Member of Apex Equity Holdings Berhad (contd)
57
31.12.2012 31.12.2011 1.1.2011 31.12.2012 31.12.2011 1.1.2011
Note RM000 RM000 RM000 RM000 RM000 RM000
(RESTATED) (RESTATED) (RESTATED) (RESTATED)
ASSETS
NON-CURRENT ASSETS
Investments in subsidiaries 5 - - - 134,983 134,983 134,983
Property, plant and equipment 6 17,204 17,520 17,868 - - -
Investment properties 7 22,808 22,812 22,815 - - -
Land held for development 8 30,637 - - - - -
Intangible asset 9 - - - - - -
Available-for-sale investments 10 16,066 60,744 75,941 13,304 24,954 32,603
Loan receivables 11 1,901 34,312 38,012 - - -
Amount owing by subsidiaries 12 - - - 69,735 59,392 88,917
Other asset 13 1,019 1,000 1,000 - - -
Deferred tax asset 14 1,754 2,140 2,274 - - -
91,389 138,528 157,910 218,022 219,329 256,503
CURRENT ASSETS
Inventories 15 11,578 - - - - -
Marketable securities held
for trading 16 6,812 7,033 7,915 3,854 3,630 3,730
Receivables 17 191,326 168,316 169,932 6 7 7
Amount owing by subsidiaries 12 - - - 25,328 33,154 4,100
Tax refundable 582 34 342 - 14 280
Fixed deposits with licensed
banks 18 8,119 7,224 8,512 - - -
Cash and short-term funds 19 24,608 49,428 24,501 9 60 49
243,025 232,035 211,202 29,197 36,865 8,166
TOTAL ASSETS 334,414 370,563 369,112 247,219 256,194 264,669
Statements of FINANCIAL POSITION
at 31 December 2012
The annexed notes form an integral part of these fnancial statements.
58
31.12.2012 31.12.2011 1.1.2011 31.12.2012 31.12.2011 1.1.2011
Note RM000 RM000 RM000 RM000 RM000 RM000
(RESTATED) (RESTATED) (RESTATED) (RESTATED)
EQUITY AND LIABILITIES
Share capital 20 213,563 213,563 213,563 213,563 213,563 213,563
Treasury shares 21 (7,440) (5,873) (3,830) (7,440) (5,873) (3,830)
Reserves 22 60,649 80,776 85,744 33,970 41,389 47,824
TOTAL EQUITY 266,772 288,466 295,477 240,093 249,079 257,557
NON-CURRENT LIABILITIES
Deferred tax liability 23 206 331 308 - - -
Bank term loan 24 - 2,341 4,105 - - -
206 2,672 4,413 - - -
CURRENT LIABILITIES
Payables 25 59,413 69,379 53,561 25 25 21
Amount owing to subsidiaries 12 - - - 7,088 7,090 7,091
Short-term borrowings 26 7,922 9,254 15,024 - - -
Provision for taxation 101 792 637 13 - -
67,436 79,425 69,222 7,126 7,115 7,112
TOTAL LIABILITIES 67,642 82,097 73,635 7,126 7,115 7,112
TOTAL EQUITY AND
LIABILITIES 334,414 370,563 369,112 247,219 256,194 264,669
Statements of FINANCIAL POSITION
at 31 December 2012 (contd)
59
2012 2011 2012 2011
Note RM000 RM000 RM000 RM000
REVENUE 27 47,376 51,369 37,766 8,009
COST OF SALES 28 (11,233) (14,535) - -
GROSS PROFIT 36,143 36,834 37,766 8,009
OTHER OPERATING INCOME 4,919 6,515 77 77
ADMINISTRATIVE AND GENERAL EXPENSES (22,016) (20,720) (464) (251)
IMPAIRMENT LOSS ON RECEIVABLES (4,516) - - -
IMPAIRMENT LOSS ON RECEIVABLES WRITTEN BACK - 3,108 - -
PROFIT FROM OPERATIONS 29 14,530 25,737 37,379 7,835
GAIN ON DISPOSAL OF AVAILABLE-FOR-SALE
INVESTMENTS 15,208 - 5,921 -
FINANCE COSTS 30 (336) (476) (3,190) (140)
GAIN/(LOSS) ARISING FROM CHANGES IN
FAIR VALUE OF MARKETABLE SECURITIES 378 (1,757) 147 (178)
PROFIT BEFORE TAXATION 29,780 23,504 40,257 7,517
INCOME TAX EXPENSE 31 (3,693) (5,148) (6,157) (120)
PROFIT AFTER TAXATION CARRIED FORWARD 26,087 18,356 34,100 7,397
Statements of COMPREHENSIVE INCOME
for the nancial year ended 31 December 2012
60
2012 2011 2012 2011
PROFIT AFTER TAXATION BROUGHT FORWARD 26,087 18,356 34,100 7,397
OTHER COMPREHENSIVE EXPENSES
Fair value changes of available-for-sale fnancial assets:
- changes during the fnancial year 9,524 (17,141) 4,932 (7,649)
- reclassifcation adjustment to proft or loss on disposal (15,208) - (5,921) -
(5,684) (17,141) (989) (7,649)
TOTAL COMPREHENSIVE INCOME/(EXPENSES)
FOR THE FINANCIAL YEAR 20,403 1,215 33,111 (252)
PROFIT AFTER TAXATION ATTRIBUTABLE TO:
Owners of the Company 26,087 18,356 34,100 7,397
TOTAL COMPREHENSIVE INCOME/(EXPENSES)
ATTRIBUTABLE TO:
Owners of the Company 20,403 1,215 33,111 (252)
EARNINGS PER SHARE:
- basic (sen) 32 12.87 8.97
- diluted (sen) Not
applicable
Not
applicable
Statements of COMPREHENSIVE INCOME
for the nancial year ended 31 December 2012 (contd)
61
---------------------------- Non-Distributable ---------------------------- Distributable
Note
Share
Capital
Share
Premium
Reserve
Fund
Fair Value
Reserve
Treasury
Shares
Retained
Prots
Total
Equity
RM000 RM000 RM000 RM000 RM000 RM000 RM000
The Group
Balance at 1.1.2011 213,563 8,377 899 28,545 (3,830) 47,923 295,477
Proft after taxation for
the fnancial year - - - - - 18,356 18,356
Other comprehensive
expenses for the
fnancial year, net of tax:
- fair value changes of
available-for-sale
fnancial assets - - - (17,141) - - (17,141)
Total comprehensive
income for the
fnancial year - - - (17,141) - 18,356 1,215
Contribution by and
distribution to owners
of the Company:
- treasury shares
acquired - - - - (2,043) - (2,043)
- dividend paid 33 - - - - - (6,183) (6,183)
Balance at 31.12.2011 213,563 8,377 899 11,404 (5,873) 60,096 288,466
Statements of CHANGES IN EQUITY
62
---------------------------- Non-Distributable ---------------------------- Distributable
Note
Share
Capital
Share
Premium
Reserve
Fund
Fair Value
Reserve
Treasury
Shares
Retained
Prots
Total
Equity
RM000 RM000 RM000 RM000 RM000 RM000 RM000
The Group
Balance at
31.12.2011/1.1.2012 213,563 8,377 899 11,404 (5,873) 60,096 288,466
the fnancial year - - - - - 26,087 26,087
Other comprehensive
income for the fnancial
year, net of tax:
available-for-sale
fnancial assets - - - (5,684) - - (5,684)
Total comprehensive
income for the
fnancial year - - - (5,684) - 26,087 20,403
Contribution by and
of the Company:
- treasury shares
acquired - - - - (1,567) - (1,567)
- dividends paid 33 - - - - - (40,530) (40,530)
Balance at 31.12.2012 213,563 8,377 899 5,720 (7,440) 45,653 266,772
63
------------------------- Non-Distributable ------------------------- Distributable
Note
Share
Capital
Share
Premium
Fair Value
Reserve
Treasury
Shares
Retained
Prots
Total
Equity
RM000 RM000 RM000 RM000 RM000 RM000
The Company
Balance at 1.1.2011 213,563 8,377 14,358 (3,830) 25,089 257,557
the fnancial year - - - - 7,397 7,397
Other comprehensive
expenses for the
fnancial year, net of tax:
available-for-sale
fnancial assets - - (7,649) - - (7,649)
Total comprehensive
expenses for the
fnancial year - - (7,649) - 7,397 (252)
Contribution by and
of the Company:
- treasury shares acquired - - - (2,043) - (2,043)
- dividend paid 33 - - - - (6,183) (6,183)
Balance at 31.12.2011 213,563 8,377 6,709 (5,873) 26,303 249,079
64
------------------------- Non-Distributable ------------------------- Distributable
Note
Share
Capital
Share
Premium
Fair Value
Reserve
Treasury
Shares
Retained
Prots
Total
Equity
RM000 RM000 RM000 RM000 RM000 RM000
The Company
Balance at
31.12.2011/1.1.2012 213,563 8,377 6,709 (5,873) 26,303 249,079
the fnancial year - - - - 34,100 34,100
Other comprehensive
income for the fnancial
year, net of tax:
available-for-sale
fnancial assets - - (989) - - (989)
Total comprehensive
income for the
fnancial year - - (989) - 34,100 33,111
Contribution by and
of the Company:
- treasury shares acquired - - - (1,567) - (1,567)
- dividends paid 33 - - - - (40,530) (40,530)
Balance at 31.12.2012 213,563 8,377 5,720 (7,440) 19,873 240,093
65
2012 2011 2012 2011
RM000 RM000 RM000 RM000
(RESTATED) (RESTATED)
CASH FLOWS (FOR)/FROM OPERATING ACTIVITIES
Proft before taxation 29,780 23,504 40,257 7,517
Adjustments for:
Depreciation of property, plant and equipment 1,516 1,501 - -
Depreciation of investment properties 4 3 - -
Gain on disposal of available-for-sale investment (15,208) - (5,921) -
Interest expense 372 676 3,190 140
Gain on disposal of property, plant and equipment - (3) - -
(Gain)/Loss arising from changes in fair value of marketable
securities (378) 1,757 (147) 178
Impairment losses on receivables 4,516 - - -
Impairment losses on receivables written back - (3,108) - -
Dividend income (3,008) (5,818) (37,076) (7,323)
Interest income (11,261) (10,380) (690) (686)
Operating proft/(loss) before working capital changes 6,333 8,132 (387) (174)
Changes in marketable securities 599 (874) (77) (78)
Changes in receivables (37,349) 8,423 - -
Changes in payables (9,966) 15,818 - 4
CASH (FOR)/FROM OPERATIONS (40,383) 31,499 (464) (248)
Dividend received 3,008 5,818 31,076 7,323
Interest received 11,261 10,380 690 686
Interest paid (164) (176) (140) (140)
Income tax paid (4,670) (4,940) (129) (87)
Income tax refunded - 412 - 233
NET CASH (FOR)/FROM OPERATING ACTIVITIES
CARRIED FORWARD (30,948) 42,993 31,033 7,767
Statements of CASH FLOWS
66
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Note (RESTATED) (RESTATED)
NET CASH (FOR)/FROM OPERATING ACTIVITIES
BROUGHT FORWARD (30,948) 42,993 31,033 7,767
CASH FLOWS FROM/(FOR) INVESTING ACTIVITIES
Purchase of property, plant and equipment (1,200) (1,271) - -
Purchase of available-for-sale investments (798) (1,944) - -
Proceeds from disposal of available-for-sale investment 54,999 - 16,582 -
Proceeds from disposal of property, plant and equipment - 121 - -
(Advance to)/Repayment from subsidiaries - - (5,567) 471
NET CASH FROM/(FOR) INVESTING ACTIVITIES 53,001 (3,094) 11,015 471
CASH FLOWS FOR FINANCING ACTIVITIES
Repurchase of shares (1,567) (2,043) (1,567) (2,043)
Repayment of bank borrowings (1,500) (3,000) - -
Repayment of term loan (1,995) (1,868) - -
Revolving credits interest paid (36) (200) - -
Term loan interest paid (172) (300) - -
Repayment to subsidiaries - - (2) (1)
Dividends paid (40,530) (6,183) (40,530) (6,183)
NET CASH FOR FINANCING ACTIVITIES (45,800) (13,594) (42,099) (8,227)
NET (DECREASE)/INCREASE IN CASH AND
CASH EQUIVALENTS (23,747) 26,305 (51) 11
CASH AND CASH EQUIVALENTS AT BEGINNING
OF THE FINANCIAL YEAR 50,604 24,299 60 49
CASH AND CASH EQUIVALENTS AT END
OF THE FINANCIAL YEAR 34 26,857 50,604 9 60
Statements of CASH FLOWS
67
1. GENERAL INFORMATION
The Company is a public company limited by shares and is incorporated under the Companies Act 1965 in Malaysia. The
domicile of the Company is Malaysia. The registered offce and the principal place of business is 6th Floor, Menara Apex,
Off Jalan Semenyih, Bukit Mewah, 43000 Kajang, Selangor Darul Ehsan.

The fnancial statements were authorised for issue by the Board of Directors in accordance with a resolution of the
directors dated 24 April 2013.
2. PRINCIPAL ACTIVITIES
The Company is principally engaged in the business of investment holding and trading in marketable securities whilst the
principal activities of its subsidiaries are set out in Note 5 to the fnancial statements.
There have been no signifcant changes in the nature of these activities during the fnancial year except that a subsidiary
commenced the property development activity during the fnancial year under review.
3. BASIS OF PREPARATION
The fnancial statements of the Group are prepared under the historical cost convention and modifed to include other
bases of valuation as disclosed in other sections under signifcant accounting policies, and in compliance with Malaysian
Financial Reporting Standards (MFRS), International Financial Reporting Standards and the requirements of the
Companies Act 1965 in Malaysia.
3.1 These are the Groups frst set of fnancial statements prepared in accordance with MFRSs, which are also in line with
International Financial Reporting Standards as issued by the International Accounting Standards Board.
In the previous fnancial year, the fnancial statements of the Group were prepared in accordance with Financial
Reporting Standards (FRSs). There were no material fnancial impacts on the transition from FRSs to MFRSs.
3.2 During the fnancial year, the Group has adopted Financial Reporting Standards Implementation Committee
(FRSIC) Consensus 18 Monies Held in Trust by Participating Organisations of Bursa Malaysia Securities Berhad
which was developed by FRSIC and issued by the Malaysian Institute of Accountants on 18 September 2012. The
impact on the fnancial statements of the Group upon its initial application is disclosed in Note 41 to the fnancial
statements.
Notes to the FINANCIAL STATEMENTS
68
3. BASIS OF PREPARATION (contd)
3.3 The Group has not applied in advance the following accounting standards and interpretations (including the
consequential amendments) that have been issued by the Malaysian Accounting Standards Board (MASB) but are
not yet effective for the current fnancial year:
MFRSs and IC Interpretations (Including The Consequential Amendments) Effective Date
MFRS 9 Financial Instruments 1 January 2015
MFRS 10 Consolidated Financial Statements 1 January 2013
MFRS 11 Joint Arrangements 1 January 2013
MFRS 12 Disclosure of Interests in Other Entities 1 January 2013
MFRS 13 Fair Value Measurement 1 January 2013
MFRS 119 Employee Benefts 1 January 2013
MFRS 127 Separate Financial Statements 1 January 2013
MFRS 128 Investments in Associates and Joint Ventures 1 January 2013
Amendments to MFRS 1: Government Loans 1 January 2013
Amendments to MFRS 7: Disclosures Offsetting Financial Assets and Financial Liabilities 1 January 2013
Amendments to MFRS 9: Mandatory Effective Date of MFRS 9 and Transition Disclosures 1 January 2015
Amendments to MFRS 10, MFRS 11 and MFRS 12: Transition Guidance 1 January 2013
Amendments to MFRS 10, MFRS 12 and MFRS 127: Investment Entities 1 January 2014
Amendments to MFRS 101: Presentation of Items of Other Comprehensive Income 1 July 2012
Amendments to MFRS 132: Offsetting Financial Assets and Financial Liabilities 1 January 2014
IC Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine 1 January 2013
Annual Improvements to MFRSs 2009 2011 Cycle 1 January 2013
The above accounting standards and interpretations (including the consequential amendments) are not relevant to
the Groups operations except as follows:
(a) MFRS 9 replaces the parts of MFRS 139 that relate to the classifcation and measurement of fnancial instruments.
MFRS 9 divides all fnancial assets into 2 categories those measured at amortised cost and those measured
at fair value, based on the entitys business model for managing its fnancial assets and the contractual cash
fow characteristics of the instruments. For fnancial liabilities, the standard retains most of the MFRS 139
requirement. An entity choosing to measure a fnancial liability at fair value will present the portion of the
change in its fair value due to changes in the entitys own credit risk in other comprehensive income rather
than within proft or loss. There is no possible impact on the fnancial statements of the Group upon its initial
application.
(b) MFRS 10 replaces the consolidation guidance in MFRS 127 and IC Interpretation 112. Under MFRS 10, there
is only one basis for consolidation, which is control. Extensive guidance has been provided in the standard to
assist in the determination of control. There will be no fnancial impact on the fnancial statements of the Group
upon its initial application.
69
3. BASIS OF PREPARATION (contd)
3.3 The above accounting standards and interpretations (including the consequential amendments) are not relevant to
the Groups operations except as follows: (contd)
(c) MFRS 12 is applicable to entities that have interests in subsidiaries, joint arrangements, associates and/or
unconsolidated structured entities. MFRS 12 is a disclosure standard and the disclosure requirements in this
standard are more extensive than those in the current standards. Accordingly, there will be no fnancial impact
on the fnancial statements of the Group upon its initial application but may impact its future disclosures.
(d) MFRS 13 defnes fair value, provides guidance on how to determine fair value and requires disclosures about
fair value measurements. The scope of MFRS 13 is broad; it applies to both fnancial instrument items and non-
fnancial instrument items for which other MFRSs require or permit fair value measurements and disclosures
about fair value measurements, except in specifed circumstances. In general, the disclosure requirements
in MFRS 13 are more extensive than those required in the current standards and therefore there will be no
fnancial impact on the fnancial statements of the Group upon its initial application but may impact its future
disclosures.
(e) The amendments to MFRS 7 (Disclosures Offsetting Financial Assets and Financial Liabilities) require
disclosures that will enable users of an entitys fnancial statements to evaluate the effect or potential effect of
netting arrangements, including rights of set-off associated with the entitys recognised fnancial assets and
recognised fnancial liabilities, on the entitys fnancial position. There will be no fnancial impact on the fnancial
statements of the Group upon its initial application.
(f) The amendments to MFRS 101 retain the option to present proft or loss and other comprehensive income in
either a single statement or in two separate but consecutive statements. In addition, items presented in other
comprehensive income section are to be grouped based on whether they are potentially re-classifable to
proft or loss subsequently i.e. those that might be reclassifed and those that will not be reclassifed. Income
tax on items of other comprehensive income is required to be allocated on the same basis. There will be no
fnancial impact on the fnancial statements of the Group upon its initial application other than the presentation
format of the statement of proft or loss and other comprehensive income.
(g) The amendments to MFRS 132 provide the application guidance for criteria to offset fnancial assets and
fnancial liabilities. There will be no fnancial impact on the fnancial statements of the Group upon its initial
application.
(h) The Annual Improvements to MFRSs 2009 - 2011 Cycle contain amendments to MFRS 1, MFRS 101, MFRS
116, MFRS 132 and MFRS 134. These amendments are expected to have no material impact on the fnancial
statements of the Group upon their initial application.
70
4. SIGNIFICANT ACCOUNTING POLICIES
4.1 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and judgements are continually evaluated by the directors and management and are based on historical
experience and other factors, including expectations of future events that are believed to be reasonable under
the circumstances. The estimates and judgements that affect the application of the Groups accounting policies
and disclosures, and have a signifcant risk of causing a material adjustment to the carrying amounts of assets,
liabilities, income and expenses are discussed below:
(a) Classication of Available-for-Sale Investments and Financial Assets at Fair Value Through Prot or
Loss
Signifcant management judgement is required to determine the classifcation of these fnancial assets
according to certain criteria based on MFRS 139. Management determines the classifcation of its fnancial
assets at initial recognition. The classifcation depends on the purpose for which the fnancial assets were
required.
The available-for-sale-investments consist of investments in ordinary shares, preference shares and other
investments which have no fxed maturity date or coupon rate. These are non-derivative fnancial assets
which the management has designated as available-for-sale investments as they are not loans and receivables
fnancial assets, held-to-maturity investments or fnancial assets at fair value through proft or loss referred to
in Note 10 to the fnancial statements.
The Groups fnancial assets at fair value through proft or loss which are principally acquired for the purpose
of selling in the short term are classifed as marketable securities held for trading referred to in Note 16 to
the fnancial statements.
(b) Depreciation of Property, Plant and Equipment
The estimates for the residual values, useful lives and related depreciation charges for the property, plant
and equipment are based on commercial factors which could change signifcantly as a result of technical
innovations and competitors actions in response to the market conditions.
The Group anticipates that the residual values of its property, plant and equipment will be insignifcant.
As a result, residual values are not being taken into consideration for the computation of the depreciable
amount.
Changes in the expected level of usage and technological development could impact the economic useful
lives and the residual values of these assets, therefore future depreciation charges could be revised.
71
4. SIGNIFICANT ACCOUNTING POLICIES (contd)
4.1 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (contd)
(c) Income Taxes
Deferred tax assets are recognised for deductible temporary differences and unutilised tax losses to the
extent that it is probable that taxable proft will be available in future against which the deductible temporary
differences and tax losses can be utilised.
Signifcant management judgement is required to determine the amount of deferred tax assets that can be
recognised, based on the likely timing and level of future taxable profts together with future tax planning
strategies.
The carrying amount of the Groups recognised deferred tax assets as at 31 December 2012 was RM1.754
million (2011: RM2.140 million).
The carrying amount of the Groups unrecognised temporary differences and unutilised tax losses as at 31
December 2012 was RM66.417 million (2011: RM64.215 million).
There are certain transactions and computations for which the ultimate tax determination may be different
from the initial estimate. The Group recognises tax liabilities based on its understanding of the prevailing
tax laws and estimates of whether such taxes will be due in the ordinary course of business. Where the fnal
outcome of these matters is different from the amounts that were initially recognised, such difference will
impact the income tax and deferred tax provisions in the year in which such determination is made.
(d) Classication Between Investment Properties and Owner-Occupied Properties
The Group determines whether a property qualifes as an investment property, and has developed a criteria
in making that judgement. Investment property is a property held to earn rentals or for capital appreciation
or both. Therefore, the Group considers whether a property generates cash fows largely independent of the
other assets held by the Group.
Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion
that is held for use in the production or supply of goods or services or for administrative purposes. If these
portions could be sold separately (or leased out separately under a fnance lease), the Group accounts for the
portions separately. If the portions could not be sold separately, the property is an investment property only
if an insignifcant portion is held for use in the production or supply of goods or services or for administrative
purposes.
Judgement is made on an individual property basis to determine whether ancillary services are so signifcant
that a property does not qualify as investment property.
72
(e) Impairment of Non-Financial Assets
When the recoverable amount of an asset is determined based on the estimate of the value-in-use of the
cash-generating unit to which the asset is allocated, the management is required to make an estimate of the
expected future cash fows from the cash-generating unit and also to apply a suitable discount rate in order
to determine the present value of those cash fows.
(f) Impairment Losses on Receivables
Amount owing by Clients and Subsidiaries
The collectability of receivables is assessed on an on-going basis. Impairment loss on receivables is
made for any account considered to be doubtful of collection.
The impairment loss on receivables is made based on a review of outstanding accounts as at the
reporting date. A considerable amount of judgement is required in assessing the ultimate realisation
of these receivables, including the creditworthiness and past collection history of each customer. If the
fnancial condition of customers were to deteriorate, resulting in an impairment of their ability to make
payments, additional allowances may be required.
Specifc impairment losses are made for receivables considered to be bad and doubtful which have
been individually reviewed and specifcally identifed as impaired accounts.
The classifcation of an account as impaired is in conformity with the criteria set under Schedule 7 of the
Rules of Bursa Malaysia Securities Berhad (BMSB).
The carrying value of the amount owing by clients as at 31 December 2012 was RM149.211 million
(2011: RM111.651 million).
The carrying value of the amount receivables owing by the subsidiaries to the Company as at 31
December 2012 was RM95.063 million (2011: RM92.546 million).
73
(f) Impairment Losses on Receivables (contd)
Loan Receivables
The collectibility of the loan receivables is assessed on an on-going basis. An impairment loss is made
for any account considered to be doubtful of collection.
The impairment loss is made based on a review of outstanding accounts as at the end of the reporting
period. A considerable amount of judgement is required in assessing the ultimate realisation of these
receivables, including the creditworthiness and past collection history of each customer and the market
value of the properties held as collateral.
In the following circumstances, additional allowance for impairment losses may be required based on
the estimated recoverable value of the loan receivables:
(i) when the fnancial condition of customers was to deteriorate, resulting in an impairment of their
ability to make payments;
(ii) when the market value of properties held as collateral was to be lower than the carrying value of
the related loans receivables.
The carrying amount of the Groups loan receivables as at 31 December 2012 was RM1.902 million
(2011 : RM41.722 million).
(g) Impairment of Available-for-sale Financial Assets
The Group reviews its available-for-sale fnancial assets at the end of each reporting period to assess whether
they are impaired. The Group also records impairment loss on available-for-sale equity investments when
there has been a signifcant or prolonged decline in the fair value below their cost. The determination of
what is signifcant or prolonged requires judgement. In making this judgement, the Group evaluates,
among other factors, historical share price movements and the duration and extent to which the fair value of
an investment is less than its cost.
74
(h) Classication of Leasehold Land
The classifcation of leasehold land as a fnance lease or an operating lease requires the use of judgement in
determining the extent to which risks and rewards incidental to its ownership lie. Despite the fact that there
will be no transfer of ownership by the end of the lease term and that the lease term does not constitute the
major part of the indefnite economic life of the land, management considered that the present value of the
minimum lease payments approximated to the fair value of the land at the inception of the lease. Accordingly,
management judged that the Group has acquired substantially all the risks and rewards incidental to the
ownership of the land through a fnance lease.
(i) Impairment of Investments in Subsidiaries
Investments in subsidiaries are assessed at the end of each reporting period to determine whether there
is any indication of impairment. If such an indication exists, an estimation of their recoverable amount is
required.
Estimating the recoverable amount requires management to make an estimate of the expected future cash
fows from the subsidiaries and also choose a suitable discount rate in order to calculate the present value of
those cash fows.
The carrying amount of the Companys investments in subsidiaries as at 31 December 2012 was RM134.983
million (2011: RM134.983 million).
(j) Write-down of Inventories
Reviews are made periodically by management on damaged, obsolete and slow-moving inventories. These
reviews require judgement and estimates. Possible changes in these estimates could result in revisions to the
valuation of inventories.
(k) Fair Value Estimates for Certain Financial Assets and Liabilities
The Company carries certain fnancial assets and liabilities at fair value, which requires extensive use of
accounting estimates and judgement. While signifcant components of fair value measurement were
determined using verifable objective evidence, the amount of changes in fair value would differ if the
Company uses different valuation methodologies. Any changes in fair value of these assets and liabilities
would affect proft and/or equity.
75
4.2 BASIS OF CONSOLIDATION
The consolidated fnancial statements include the fnancial statements of the Company and its subsidiaries made
up to the end of the reporting period.
A subsidiary is defned as a company in which the parent company has the power, directly or indirectly, to exercise
control over its fnancial and operating policies so as to obtain benefts from its activities.
Subsidiaries are consolidated from the date on which control is transferred to the Group up to the effective date
on which control ceases, as appropriate.
Intragroup transactions, balances, income and expenses are eliminated on consolidation. Where necessary,
adjustments are made to the fnancial statements of subsidiaries to ensure consistency of accounting policies with
those of the Group.
(a) Business Combinations
Acquisitions of businesses are accounted for using the acquisition method. Under the acquisition method,
the consideration transferred for acquisition of a subsidiary is the fair value of the assets transferred, liabilities
incurred and the equity interests issued by the Group at the acquisition date. The consideration transferred
includes the fair value of any asset or liability resulting from a contingent consideration arrangement.
Acquisition-related costs, other than the costs to issue debt or equity securities, are recognised in proft or
loss when incurred.
In a business combination achieved in stages, previously held equity interests in the acquiree are remeasured
to fair value at the acquisition date and any corresponding gain or loss is recognised in proft or loss.
Non-controlling interests in the acquiree may be initially measured either at fair value or at the non-
controlling interests proportionate share of the fair value of the acquirees identifable net assets at the date
of acquisition. The choice of measurement basis is made on a transaction-by-transaction basis.
(b) Non-controlling Interests
Non-controlling interests are presented within equity in the consolidated statement of fnancial position,
separately from the equity attributable to owners of the Company. Transactions with non-controlling
interests are accounted for as transactions with owners and are recognised directly in equity. Proft or loss
and each component of other comprehensive income are attributed to the owners of the parent and to the
non-controlling interests. Total comprehensive income is attributed to non-controlling interests even if this
results in the non-controlling interests having a defcit balance.
76
4.2 BASIS OF CONSOLIDATION (contd)
(b) Non-controlling Interests (contd)
At the end of each reporting period, the carrying amount of non-controlling interests is the amount of those
interests at initial recognition plus the non-controlling interests share of subsequent changes in equity.
(c) Acquisitions of Non-controlling Interests
All changes in the parents ownership interest in a subsidiary that do not result in a loss of control are
accounted for as equity transactions. Any difference between the amount by which the non-controlling
interest is adjusted and the fair value of consideration paid or received is recognised directly in equity and
attributed to owners of the parent.
(d) Loss of Control
Upon loss of control of a subsidiary, the proft or loss on disposal is calculated as the difference between:
(i) the aggregate of the fair value of the consideration received and the fair value of any retained interest
in the former subsidiary; and
(ii) the previous carrying amount of the assets (including goodwill), and liabilities of the former subsidiary
and any non-controlling interests.
Amounts previously recognised in other comprehensive income in relation to the former subsidiary are
accounted for (i.e. reclassifed to proft or loss or transferred directly to retained profts) in the same manner
as would be required if the relevant assets or liabilities were disposed of. The fair value of any investments
retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial
recognition for subsequent accounting under MFRS 139 or, when applicable, the cost on initial recognition
of an investment in an associate or a jointly controlled entity.
4.3 GOODWILL
Goodwill is measured at cost less accumulated impairment losses, if any. The carrying value of goodwill is
reviewed for impairment annually. The impairment value of goodwill is recognised immediately in proft or loss.
An impairment loss recognised for goodwill is not reversed in a subsequent period.
77
4.3 GOODWILL (contd)
Under the acquisition method, any excess of the sum of the fair value of the consideration transferred in the
business combination, the amount of non-controlling interests recognised and the fair value of the Groups
previously held equity interest in the acquiree (if any), over the net fair value of the acquirees identifable assets
and liabilities at the date of acquisition is recorded as goodwill.
Where the latter amount exceeds the former, after reassessment, the excess represents a bargain purchase gain
and is recognised as a gain in proft or loss.
4.4 FUNCTIONAL AND FOREIGN CURRENCIES
(a) Functional and Presentation Currency
The individual fnancial statements of each entity in the Group are presented in the currency of the primary
economic environment in which the entity operates, which is the functional currency.
The consolidated fnancial statements are presented in Ringgit Malaysia (RM), which is the Companys
functional and presentation currency.
(b) Transactions and Balances
Transactions in foreign currencies are converted into the respective functional currencies on initial recognition,
using the exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities
at the end of the reporting period are translated at the rates ruling as of that date. Non-monetary assets and
liabilities are translated using exchange rates that existed when the values were determined. All exchange
differences are recognised in proft or loss.
4.5 FINANCIAL INSTRUMENTS

Financial instruments are recognised in the statements of fnancial position when the Group has become a party
to the contractual provisions of the instruments.
Financial instruments are classifed as liabilities or equity in accordance with the substance of the contractual
arrangement. Interest, dividends, gains and losses relating to a fnancial instrument classifed as a liability, are
reported as an expense or income. Distributions to holders of fnancial instruments classifed as equity are charged
directly to equity.
78
4.5 FINANCIAL INSTRUMENTS (contd)
Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle
either on a net basis or to realise the asset and settle the liability simultaneously.
A fnancial instrument is recognised initially, at its fair value plus, in the case of a fnancial instrument not at fair
value through proft or loss, transaction costs that are directly attributable to the acquisition or issue of the
fnancial instrument.
Financial instruments recognised in the statements of fnancial position are disclosed in the individual policy
statement associated with each item.
(a) Financial Assets
On initial recognition, fnancial assets are classifed as either fnancial assets at fair value through proft or
loss, held-to-maturity investments, loans and receivables fnancial assets, or available-for-sale fnancial assets,
as appropriate.
(i) Financial Assets at Fair Value Through Proft or Loss
Financial assets are classifed as fnancial assets at fair value through proft or loss when the fnancial
asset is either held for trading or is designated to eliminate or signifcantly reduce a measurement or
recognition inconsistency that would otherwise arise. Derivatives are also classifed as held for trading
unless they are designated as hedges.
Financial assets at fair value through proft or loss are stated at fair value, with any gains or losses arising
on remeasurement recognised in proft or loss. Dividend income from this category of fnancial assets is
recognised in proft or loss when the Groups right to receive payment is established.
(ii) Held-to-maturity Investments
Held-to-maturity investments are non-derivative fnancial assets with fxed or determinable payments
and fxed maturities that the management has the positive intention and ability to hold to maturity.
Held-to-maturity investments are measured at amortised cost using the effective interest method less
any impairment loss, with revenue recognised on an effective yield basis.
79
(a) Financial Assets (contd)
(iii) Loans and Receivables Financial Assets
Trade receivables and other receivables that have fxed or determinable payments that are not quoted
in an active market are classifed as loans and receivables fnancial assets. Loans and receivables fnancial
assets are measured at amortised cost using the effective interest method, less any impairment loss.
Interest income is recognised by applying the effective interest rate, except for short-term receivables
when the recognition of interest would be immaterial.
(iv) Available-for-sale Financial Assets
Available-for-sale fnancial assets are non-derivative fnancial assets that are designated in this category
or are not classifed in any of the other categories.
After initial recognition, available-for-sale fnancial assets are remeasured to their fair values at the end
of each reporting period. Gains and losses arising from changes in fair value are recognised in other
comprehensive income and accumulated in the fair value reserve, with the exception of impairment
losses. On derecognition, the cumulative gain or loss previously accumulated in the fair value reserve is
reclassifed from equity into proft or loss.
Dividends on available-for-sale equity instruments are recognised in proft or loss when the Companys
right to receive payments is established.
Investments in equity instruments whose fair value cannot be reliably measured are measured at cost
less accumulated impairment losses, if any.
(b) Financial Liabilities
All fnancial liabilities are initially at fair value plus directly attributable transaction costs and subsequently
measured at amortised cost using the effective interest method other than those categorised as fair value
through proft or loss.
Fair value through proft or loss category comprises fnancial liabilities that are either held for trading or
are designated to eliminate or signifcantly reduce a measurement or recognition inconsistency that would
otherwise arise. Derivatives are also classifed as held for trading unless they are designated as hedges.
80
(c) Equity Instruments
Ordinary shares are classifed as equity. Incremental costs directly attributable to the issue of new shares or
options are shown in equity as a deduction, net of tax, from proceeds.
Dividends on ordinary shares are recognised as liabilities when approved for appropriation.
(d) Treasury Shares
When the Companys own shares recognised as equity are bought back, the amount of the consideration
paid, including all costs directly attributable, are recognised as a deduction from equity. Own shares
purchased that are not subsequently cancelled are classifed as treasury shares and are presented as a
deduction from total equity.
Where such shares are subsequently sold or reissued, any consideration received, net of any direct costs, is
included in equity.
4.6 INVESTMENTS IN SUBSIDIARIES
A subsidiary is an entity controlled by the Group. Control exists when the Group has the power, directly or
indirectly, to govern the fnancial and operating policies of an entity so as to obtain benefts from its activities.
The existence and effect of potential voting rights that are currently exercisable or convertible, are considered
when assessing whether the Group has the power to govern the fnancial and operating policies of another
entity.
Investments in subsidiaries are stated at cost in the statement of fnancial position of the Company, and are
reviewed for impairment at the end of the reporting period if events or changes in circumstances indicate that
the carrying values may not be recoverable.
On the disposal of the investments in subsidiaries, the difference between the net disposal proceeds and the
carrying amount of the investments is recognised in proft or loss.
81
4.7 PROPERTY, PLANT AND EQUIPMENT
(a) Measurement basis
Property, plant and equipment, other than freehold land, are stated at cost less accumulated depreciation
and impairment losses, if any.
Freehold land is stated at cost and not depreciated.
Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate,
only when the cost is incurred and it is probable that the future economic benefts associated with the asset
will fow to the Group and the cost of the asset can be measured reliably. The carrying amount of parts that
are replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment are
recognised in proft or loss as incurred. Cost also comprises the initial estimate of dismantling and removing
the asset and restoring the site on which it is located for which the Group is obligated to incur when the asset
is acquired, if applicable.
An item of equipment is derecognised upon disposal or when no future economic benefts are expected
from its use. Any gain or loss arising from derecognition of the asset is recognised in proft or loss.
(b) Depreciation
Depreciation is calculated under the straight-line method to write off the depreciable amount of the assets
over their estimated useful lives. Depreciation of an asset does not cease when the asset becomes idle or is
retired from active use unless the asset is fully depreciated. The principal annual rates used for this purpose
are:
Freehold buildings and apartments 2%
Leasehold land Over the leasehold period of 99 years
Offce equipment 20% - 33.33%
Motor vehicles 20%
Plant and machinery 20%
Furniture, fxtures and fttings 20%
Renovation 20%
The depreciation method, useful lives and residual values are reviewed, and adjusted if appropriate, at the
end of each reporting period to ensure that the amounts, method and periods of depreciation are consistent
with previous estimates and the expected pattern of consumption of the future economic benefts embodied
in the items of the property, plant and equipment.
82
4.8 INVESTMENT PROPERTIES
Investment properties are properties held to earn rental income or for capital appreciation or both rather than for
use in the production or supply of goods and services or for administrative purposes, or sale in the ordinary course
of business.
(a) Measurement basis
Investment properties are stated at cost less accumulated depreciation and impairment losses, if any.
The cost of investment properties includes expenditure that is directly attributable to the acquisition of the
asset.
Investment properties are derecognised upon disposal or when they are permanently withdrawn from use
and no future economic benefts are expected from their disposal. On disposal, the difference between the
net disposal proceeds and the carrying amount is recognised in the proft or loss.
Freehold land is not depreciated.
Subsequent costs are included in the assets carrying amount when it is probable that future economic
benefts associated with the asset will fow to the Group and the cost of the asset can be measured reliably.
The carrying amount of the replaced part is derecognised. All other repairs and maintenance are recognised
in proft or loss in the period in which they are incurred.
(b) Depreciation
Depreciation is calculated to write off depreciable amount of the apartment unit on a straight-line basis
over its estimated useful life at an annual rate of 2%. Depreciable amount is determined after deducting the
residual value from the cost of the apartment unit.
The depreciation method, useful lives and residual values are reviewed, and adjusted if appropriate, at the
end of each reporting period to ensure that the amounts, method and periods of depreciation are consistent
with previous estimates and the expected pattern of consumption of the future economic benefts embodied
in the properties.
4.9 LEASES
A lease is an agreement whereby the lessor conveys to the lessee in return for a payment or series of payments
the right to use an asset for an agreed period of time.
83
4.9 LEASES (contd)
(a) Finance Lease
A fnance lease is a lease that transfers substantially all the risks and rewards incidental to ownership of an
asset. Title may or may not eventually be transferred.
Property, plant and equipment acquired by way of fnance leases are stated at amounts equal to the lower
of their fair values and the present value of minimum lease payments at the inception of the leases, less
accumulated depreciation and any impairment losses.
In calculating the present value of the minimum lease payments, the discount rate is the interest rate implicit
in the lease, if this is determinable; if not, the Companys incremental borrowing rate is used.
(b) Operating Lease
An operating lease is a lease other than a fnance lease.
Operating lease income or operating lease rental expenses are credited or charged to the proft or loss on a
straight-line basis over the period of the lease.
4.10 LAND HELD FOR PROPERTY DEVELOPMENT
Land held for property development is carried at cost less any accumulated impairment losses. Where land held
for property development had previously been recorded at a revalued amount, the revalued amount is retained
as its surrogate costs.

Land held for property development is classifed as non-current asset where no development activities are carried
out or where development activities are not expected to be completed within the normal operating cycle.
Cost associated with the acquisition of land include the purchase price of the land, professional fees, stamp
duties, commissions, conversion fees and other relevant levies. Pre-acquisition costs are charged to the statement
of proft or loss and other comprehensive income as incurred unless such costs are directly identifable to the
consequent property development activity.
Land held for property development is transferred to current asset when development activities have commenced
and where it can be demonstrated that the development activities can be completed within the normal operating
cycle.
84
4.11 IMPAIRMENT
(a) Impairment of Financial Assets
All fnancial assets (other than those categorised at fair value through proft or loss), are assessed at the
end of each reporting period whether there is any objective evidence of impairment as a result of one or
more events having an impact on the estimated future cash fows of the asset. For an equity instrument, a
signifcant or prolonged decline in the fair value below its cost is considered to be objective evidence of
impairment.
An impairment loss in respect of held-to-maturity investments and loans and receivables fnancial assets is
recognised in proft or loss and is measured as the difference between the assets carrying amount and the
present value of estimated future cash fows, discounted at the fnancial assets original effective interest
rate.
An impairment loss in respect of available-for-sale fnancial assets is recognised in proft or loss and is
measured as the difference between its cost (net of any principal payment and amortisation) and its current
fair value, less any impairment loss previously recognised in the fair value reserve. In addition, the cumulative
loss recognised in other comprehensive income and accumulated in equity under fair value reserve, is
reclassifed from equity to proft or loss.
The total impairment loss is allocated frst to reduce the carrying amount of goodwill allocated to the cash-
generating unit and then to the other assets of the cash-generating unit proportionately on the basis of the
carrying amount of each asset in the cash-generating unit.
Impairment loss recognised on goodwill is not reversed in the event of an increase in recoverable amount in
subsequent periods.
With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the
impairment loss decreases and the decrease can be related objectively to an event occurring after the
impairment was recognised, the previously recognised impairment loss is reversed through proft or loss
to the extent that the carrying amount of the investment at the date the impairment is reversed does not
exceed what the amortised cost would have been had the impairment not been recognised. In respect
of available-for-sale equity instruments, impairment losses previously recognised in proft or loss are not
reversed through proft or loss. Any increase in fair value subsequent to an impairment loss made is recognised
in other comprehensive income.
85
4.11 IMPAIRMENT (contd)
(b) Impairment of Non-Financial Assets
The carrying values of assets, other than those to which MFRS 136 Impairment of Assets does not apply,
are reviewed at the end of each reporting period for impairment when there is an indication that the assets
might be impaired. Impairment is measured by comparing the carrying values of the assets with their
recoverable amounts. The recoverable amount of the assets is the higher of the assets fair value less costs
to sell and their value-in-use, which is measured by reference to discounted future cash fow.
An impairment loss is recognised in proft or loss immediately unless the asset is carried at its revalued
amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of a
previously recognised revaluation surplus for the same asset.
In respect of assets other than goodwill, and when there is a change in the estimates used to determine the
recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of
the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would
have been determined (net of amortisation and depreciation) had no impairment loss been recognised.
The reversal is recognised in proft or loss immediately, unless the asset is carried at its revalued amount. A
reversal of an impairment loss on a revalued asset is credited to other comprehensive income. However, to
the extent that an impairment loss on the same revalued asset was previously recognised as an expense in
the statements of comprehensive income, a reversal of that impairment loss is recognised as income in the
statements of comprehensive income.
4.12 INVENTORIES
Inventories comprise stock of completed properties held for sale and are stated at the lower of cost and net
realisable value. Cost is determined on a specifc identifcation basis and includes land and related development
expenditure incurred.
4.13 INCOME TAXES
Income tax for the year comprises current and deferred tax.
Current tax is the expected amount of income taxes payable in respect of the taxable proft for the year and
is measured using the tax rates that have been enacted or substantively enacted at the end of the reporting
period.
86
4.13 INCOME TAXES (contd)
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the fnancial statements.
Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from
goodwill or excess of the acquirers interest in the net fair value of the acquirees identifable assets, liabilities and
contingent liabilities over the business combination costs or from the initial recognition of an asset or liability in
a transaction which is not a business combination and at the time of the transaction, affects neither accounting
proft nor taxable proft.
Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax
credits to the extent that it is probable that future taxable profts will be available against which the deductible
temporary differences, unused tax losses and unused tax credits can be utilised. The carrying amounts of deferred
tax assets are reviewed at the end of each reporting period and reduced to the extent that it is no longer probable
that suffcient future taxable profts will be available to allow all or part of the deferred tax assets to be utilised.
Where investment properties are carried at their fair value, the amount of deferred tax recognised is measured
using the tax rates that would apply on the sale of those assets.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the
asset is realised or the liability is settled, based on the tax rates that have been enacted or substantively enacted
at the end of the reporting period.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when the deferred income taxes relate to the same taxation authority.
Deferred tax relating to items recognised outside proft or loss is recognised outside proft or loss. Deferred
tax items are recognised in correlation to the underlying transactions either in other comprehensive income or
directly in equity and deferred tax arising from a business combination is included in the resulting goodwill or
excess of the acquirers interest in the net fair value of the acquirees identifable assets, liabilities and contingent
liabilities over the business combination costs.
87
4.14 CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, bank overdrafts and short-
term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an
insignifcant risk of changes in value.
For the purpose of the statements of cash fows, cash and cash equivalents are presented net of bank overdrafts
and exclude deposits pledged to secure banking facilities.
4.15 EMPLOYEE BENEFITS
(a) Short-term Benets
Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefts are accrued in the
period in which the associated services are rendered by employees of the Group.
(b) Dened Contribution Plans
The Groups contributions to defned contribution plans are recognised in proft or loss in the period to
which they relate. Once the contributions have been paid, the Group has no further liability in respect of the
defned contribution plans.
4.16 RELATED PARTIES
A party is related to an entity (referred to as the reporting entity) if:
(a) A person or a close member of that persons family is related to a reporting entity if that person:
(i) has control or joint control over the reporting entity;
(ii) has signifcant infuence over the reporting entity; or
(iiii) is a member of the key management personnel of the reporting entity or of a parent of the reporting
entity.
88
4.16 RELATED PARTIES (contd)
(b) An entity is related to a reporting entity if any of the following conditions applies:
(i) The entity and the reporting entity are members of the same group (which means that each parent,
subsidiary and fellow subsidiary is related to the others).
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a
member of a group of which the other entity is a member).
(iii) Both entities are joint ventures of the same third party.
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.
(v) The entity is a post-employment beneft plan for the beneft of employees of either the reporting entity
or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring
employers are also related to the reporting entity.
(vi) The entity is controlled or jointly controlled by a person identifed in (a) above.
(vii) A person identifed in (a)(i) above has signifcant infuence over the entity or is a member of the key
management personnel of the entity (or of a parent of the entity).
Close members of the family of a person are those family members who may be expected to infuence, or be
infuenced by, that person in their dealings with the entity.
4.17 CONTINGENT LIABILITIES
A contingent liability is a possible obligation that arises from past events and whose existence will only be
confrmed by the occurrence of one or more uncertain future events not wholly within the control of the Group.
It can also be a present obligation arising from past events that is not recognised because it is not probable that
an outfow of economic resources will be required or the amount of obligation cannot be measured reliably.
A contingent liability is not recognised but is disclosed in the notes to the fnancial statements. When a change in
the probability of an outfow occurs so that the outfow is probable, it will then be recognised as a provision.
4.18 REVENUE RECOGNITION
Revenue is recognised when it is probable that the economic benefts will fow to the Group and the Company
and when the income can be measured reliably, on the following bases:
(a) Brokerage Income
Brokerage income is measured at the fair values of the consideration received or receivable and is recognised
upon execution of contract.
89
4.18 REVENUE RECOGNITION (contd)
(b) Interest Income
Interest income is recognised on a time proportion basis using the effective interest rate method.
Where an account is impaired, interest is suspended with retroactive adjustment made to the date of the
frst default. Thereafter, interest is recognised on a cash basis or such time when the account is no longer
classifed as impaired. The classifcation of an account as impaired is in conformity with the criteria set under
Schedule 7 of the Rules of BMSB.
(c) Fees and Commission
Fees and commission are recognised on an accrual basis when services are rendered.
(d) Sale of Unit Trusts
Income from sale of units is recognised upon approval of a unitholders application.
(e) Dividend Income
Dividend income is recognised when the shareholders right to receive payment is established.
(f) Results from Trading in Shares and Futures
Gains and losses from trading are recognised upon execution of contracts.
(g) Rental Income from Investment Properties
Rental income from investment properties is recognised on a straight line basis over the lease term. The
aggregate cost of incentives provided to lessees is recognised as a reduction of rental income over the lease
term on a straight line basis.
(h) Revenue from Property Development
Revenue from property development is recognised from the sale of completed properties.
Revenue from sales of completed properties is recognised when the sale is contracted.
Foreseeable losses, if any, are provided for in full as and when it can be reasonably ascertained that the
development will result in a loss.
90
4.19 OPERATING SEGMENTS
An operating segment is a component of the Group that engages in business activities from which it may earn
revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Groups
other components. An operating segments operating results are reviewed regularly by the chief operating
decision maker to make decisions about resources to be allocated to the segment and assess its performance,
and for which discrete fnancial information is available.
4.20 BORROWING COSTS
Borrowing costs, directly attributable to the acquisition and construction of property, plant and equipment are
capitalised as part of the cost of those assets, until such time as the assets are ready for their intended use or
sale. Capitalisation of borrowing costs is suspended during extended periods in which active development is
interrupted.
All other interest and costs incurred in connection with borrowings are expensed as incurred as part of fnance
costs. Finance costs comprise interest paid and payable on borrowings.
5. INVESTMENTS IN SUBSIDIARIES
The Company
2012 2011
RM000 RM000
Unquoted shares, at cost 152,583 152,583
Less: Impairment loss (17,600) (17,600)
134,983 134,983
The impairment losses on certain investments in subsidiaries were recognised in the previous fnancial years to reduce
the carrying amount of the investments to their recoverable amounts. The recoverable amounts of the investments in
these subsidiaries were determined by reference to their net asset values or value in use as appropriate.
91
5. INVESTMENTS IN SUBSIDIARIES (contd)
The subsidiaries, which are all incorporated in Malaysia, are as follows:-
Effective
Equity Interest
Name of Company 2012 2011 Principal Activities
% %
JF Apex Securities Berhad 100 100 Stock, share and futures brokers and dealers in
securities, investment advisor and dealers in securities.
Apex Investment Services Berhad 100 100 Establishment and management of unit trusts and
provision of portfolio management and investment
advisory services.
Monopoly Enterprises Sdn. Bhd. 100 100 Property holding.
AEH Capital Sdn. Bhd. 100 100 Money lending and property development.
JF Apex Nominees (Tempatan) Sdn. Bhd.
@
100 100 Provision of nominee services.
JF Apex Nominees (Asing) Sdn. Bhd.
@
100 100 Provision of nominee services.
Apex Asset Management Sdn. Bhd. 100 100 Inactive.
Apex Partners Sdn. Bhd. 100 100 Inactive.
Apex Equity International Sdn. Bhd. 100 100 Inactive.
Apex Equity Advisory Services Sdn. Bhd. 100 100 Inactive.
@
Held through JF Apex Securities Berhad
92
6. PROPERTY, PLANT AND EQUIPMENT
The Group
2012
Freehold
land
Leasehold
land
Building
and
apartments
Ofce
equipment
Motor
vehicles
Plant and
machinery
Furniture,
xtures
and
ttings Renovation Total
RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
Cost
At 1 January 1,318 143 17,076 14,587 1,306 1,209 6,730 5,916 48,285
Additions - - - 643 - - 15 542 1,200
Write-off - - - (123) - - (46) (1,133) (1,302)
At 31 December 1,318 143 17,076 15,107 1,306 1,209 6,699 5,325 48,183
Accumulated
depreciation
At 1 January - 19 3,380 12,921 655 1,209 6,682 5,899 30,765
Charge for the
fnancial year - 1 349 858 242 - 13 53 1,516
Write-off - - - (123) - - (46) (1,133) (1,302)
At 31 December - 20 3,729 13,656 897 1,209 6,649 4,819 30,979
Net carrying
amount at
31 December 1,318 123 13,347 1,451 409 - 50 506 17,204
93
6. PROPERTY, PLANT AND EQUIPMENT (contd)
The Group
2011
Freehold
land
Leasehold
land
Building
and
apartments
Ofce
equipment
Motor
vehicles
Plant and
machinery
Furniture,
xtures
and
ttings Renovation Total
RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
Cost
At 1 January 1,318 143 17,076 13,643 1,174 1,209 6,724 5,898 47,185
Additions - - - 964 283 - 6 18 1,271
Disposal - - - - (151) - - - (151)
Write-off - - - (20) - - - - (20)
At 31 December 1,318 143 17,076 14,587 1,306 1,209 6,730 5,916 48,285
Accumulated
depreciation
At 1 January - 18 3,031 12,105 445 1,209 6,613 5,896 29,317
Charge for the
fnancial year - 1 349 836 243 - 69 3 1,501
Disposal - - - - (33) - - - (33)
Write-off - - - (20) - - - - (20)
At 31 December - 19 3,380 12,921 655 1,209 6,682 5,899 30,765
Net carrying
amount at
31 December 1,318 124 13,696 1,666 651 - 48 17 17,520
The freehold land and building of a subsidiary with a net carrying amount of RM14.402 million (2011: RM14.731 million)
are pledged to a licensed bank for banking facilities granted to the subsidiary.
The strata titles to the apartment units with a total net carrying amount of RM236,000 (2011: RM282,000) have yet to be
issued by the relevant authorities.
94
6. PROPERTY, PLANT AND EQUIPMENT (contd)
Included in the cost of property, plant and equipment are fully depreciated property, plant and equipment still in use as
follows:-
The Group
2012 2011
RM000 RM000
Plant and machinery 1,209 1,209
Offce equipment 12,559 11,422
Motor vehicles 579 117
Renovation 4,765 5,893
Furniture, fxtures and fttings 4,173 6,521
23,285 25,162
7. INVESTMENT PROPERTIES
The Group Freehold
land
Apartment
unit Total
2012 RM000 RM000 RM000
Cost
At 1 January/31 December 22,696 156 22,852
Accumulated depreciation
At 1 January - (40) (40)
Charge for the fnancial year - (4) (4)
At 31 December - (44) (44)
Net carrying amount
At 31 December 22,696 112 22,808
Fair value
At 31 December 29,980 180 30,160
95
7. INVESTMENT PROPERTIES (contd)
The Group Freehold
land
Apartment
unit Total
2011 RM000 RM000 RM000
Cost
At 1 January/31 December 22,696 156 22,852
Accumulated depreciation
At 1 January - (37) (37)
Charge for the fnancial year - (3) (3)
At 31 December - (40) (40)
Net carrying amount
At 31 December 22,696 116 22,812
Fair value
At 31 December 29,980 180 30,160
The directors have opted for the cost model in determining the carrying amount of the investment properties.
The fair value of these properties at the end of the reporting period was determined by the directors by reference to
market prices of similar properties at the end of the reporting period and after having considered specifc factors such
as locality and availability of amenities.
8. LAND HELD FOR DEVELOPMENT
The Group
2012 2011
RM000 RM000
At cost:
- Freehold land 30,500 -
- Development expenditure 137 -
30,637 -
The freehold land has been transferred to a subsidiary by a loan receivable in respect of certain loan granted by the
subsidiary. The freehold land is being held for property development activities.
96
9. INTANGIBLE ASSET
The Group
Goodwill 2012 2011
RM000 RM000
Cost
At 1 January/31 December 134 134
Accumulated impairment losses
At 1 January/31 December (134) (134)
Net carrying amount
At 31 December - -
10. AVAILABLE-FOR-SALE INVESTMENTS
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Quoted shares, at fair value:
- Shares quoted in Malaysia 1,736 1,736 1,736 1,736
Less: Impairment loss (1,736) (1,736) (1,736) (1,736)
- - - -
- Shares quoted outside Malaysia 13,304 57,982 13,304 24,954
13,304 57,982 13,304 24,954
Unquoted shares:
Investment in Bursa Malaysia Derivatives Bhd (BMDB),
at cost
- One A Class Preference Shares (Equity Financial Member) 1,500 1,500 - -
- One B Class Preference Shares (Non-Equity Financial
Member) 500 500 - -
- One C Class Preference Shares (Commodity Member) 100 100 - -
2,100 2,100 - -
Shares in Malaysian Rating Corporation Berhad, at cost 662 662 - -
Other investment, at nominal value * * - -
2,762 2,762 - -
16,066 60,744 13,304 24,954
* Less than RM1,000
97
10. AVAILABLE-FOR-SALE INVESTMENTS (contd)
A subsidiary is required under the Capital Market and Services Act 2007 and the Business Rules of the BMDB to invest
in BMDB to be a member in order to act as a futures broker, thus the investments in BMDB are considered as intrinsic to
the subsidiarys business and therefore have no maturity date or coupon rate.
11. LOAN RECEIVABLES
The Group
2012 2011
RM000 RM000
Gross receivables: 13,148 105,816
Less:
Impairment losses on receivables (4,347) (46,236)
Interest-in-suspense (6,899) (17,858)
(11,246) (64,094)
1,902 41,722
Less:
Loan receivables not later than one year (Note 17) (1) (7,410)
Loan receivables after one year 1,901 34,312
Movements in the impairment losses on loan receivables and interest-in-suspense are as follows:
The Group
2012 2011
RM000 RM000
Specifc impairment losses on receivables
At 1 January 46,236 46,236
Addition 2,916 -
Write-off (44,805) -
At 31 December 4,347 46,236
Interest-in-suspense
At 1 January 17,858 16,519
Additions 785 1,339
Write-off (11,744) -
At 31 December 6,899 17,858
98
12. AMOUNTS OWING BY/(TO) SUBSIDIARIES
The Company
2012 2011
RM000 RM000
Amount owing by subsidiaries 98,113 122,546
Less:
Impairment loss - (30,000)
Fair value loss on recognition of fnancial asset measured at amortised cost (3,050) -
95,063 92,546
Less:
Receivables not later than one year (25,328) (33,154)
Receivables later than one year 69,735 59,392
Amount owing to subsidiaries 7,088 7,090
Movements in the impairment losses on amount owing by subsidiaries are as follows:
The Company
2012 2011
RM000 RM000
Allowance for impairment losses:
At 1 January (30,000) (60,000)
Write-off during the fnancial year 30,000 30,000
At 31 December - (30,000)
The amount owing by the subsidiaries represents unsecured advances which are receivable on demand except for the
amount which is expected to be receivable later than one year. The amount owing is to be settled in cash.
Included in the amount owing by subsidiaries is an amount totalling RM40.030 million (2011: RM29.650 million) which
earns interest at the bankers acceptances rate of a reference bank. The effective interest rate is 2% (2011: 2%) per
annum whilst the balance is interest-free.
The amount owing to the subsidiaries represents unsecured advances which are payable on demand. The amount owing
is to be settled in cash.
Included in the amount owing to subsidiaries is an amount of RM7.013 million (2011: RM7.013 million) which bears
interest at the bankers acceptances rate of a reference bank. The effective interest rate is 2% (2011: 2%) per annum
whilst the balance is interest-free.
99
13. OTHER ASSET
This refers to the clearing fund relating to the contribution made in accordance with the Business Rules of the BMDB and
is placed with Bursa Malaysia Derivatives Clearing Bhd (BMDC). The effective interest rates of the clearing fund range
from 1.98% to 2.11% (2011: 1.85% to 2.12%) per annum.
14. DEFERRED TAX ASSETS
The Group
2012 2011
RM000 RM000
At 1 January 2,140 2,274
Recognise in proft or loss (Note 31) (386) (134)
At 31 December 1,754 2,140
The Group recognised deferred tax assets based on the expected level of operations of a subsidiary and the probability
that suffcient taxable profts will be generated in the future against which the deferred tax assets can be utilised.
The temporary differences on which the deferred tax assets have been recognised are as follows:
The Group
2012 2011
RM000 RM000
Tax effects of:
- unused tax losses 1,763 2,168
- difference between net carrying amount and tax written down value of property,
plant and equipment (9) (28)
1,754 2,140
100
14. DEFERRED TAX ASSETS (contd)
The following temporary differences and unutilised tax losses as at 31 December, the deferred tax benefts which have
not been recognised in the fnancial statements are as follows:
The Group
2012 2011
RM000 RM000
Deductible temporary differences arising from:
- Unused tax losses 66,398 64,196
- Unabsorbed capital allowances 19 19
66,417 64,215
15. INVENTORIES
The Group
2012 2011
RM000 RM000
Stock of completed properties, at cost 11,578 -
16. MARKETABLE SECURITIES HELD FOR TRADING
2012 2011 2012 2011
RM000 RM000 RM000 RM000
At fair value
Shares quoted in Malaysia 2,958 3,403 - -
Unit trusts quoted in Malaysia 2,162 1,961 2,162 1,961
Shares quoted outside Malaysia 1,692 1,669 1,692 1,669
6,812 7,033 3,854 3,630
The marketable securities represent investments in listed equity securities and unit trusts that offer the Group the
opportunity for return through dividend income and fair value gains. They have no fxed maturity or coupon rate. The fair
values of these securities are based on quoted market prices.
101
17. RECEIVABLES
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Amount owing by clients 177,785 140,623 - -
Less:
Impairment losses on receivables (21,157) (20,688) - -
Interest-in-suspense (7,417) (8,284) - -
149,211 111,651 - -
Margin deposits 7,590 9,928 - -
Bank balances 1,833 1,208 - -
Time deposits with a licensed bank 12,369 10,631 - -
Assets segregated for clients 21,792 21,767 - -
Amount owing by brokers 17,771 13,447 - -
Loan receivables (Note 11) 1 7,410 - -
Trade receivables 188,775 154,275 - -
Other receivables 1,656 6,716 - -
Deposits 702 7,094 5 5
Prepayments 193 231 1 2
191,326 168,316 6 7
The amount owing by clients comprises outstanding amounts receivable from clients on contra losses incurred, overdue
and/or outstanding purchase contracts and margin trading accounts.
The normal credit term for the amount owing by non-margin clients and amount owing by brokers is transaction day plus
3 trading days (T+3) in accordance with the Fixed Delivery and Settlement System trading rules of BMSB.
Total outstanding balances classifed as impaired amounting to RM30.540 million (2011: RM32.784 million) represent
bad debts.
The classifcation of an account as impaired is in conformity with the criteria set under Schedule 7 of the Rules of Bursa
Malaysia Securities Berhad (BMSB).

A contra interest at a fat rate of 10.5% (2011: 10.5%) per annum is charged on outstanding amounts owing by non-
margin clients.
The loan receivables earn effective interest rates of between 1.0% and 8.6% (2011: 1.0% and 8.6%) per annum.
102
17. RECEIVABLES (contd)
Assets segregated for clients are amounts received as clients margins which have been segregated in separate accounts
as required by the Capital Market and Services Act 2007 and the Business Rules of the BMDB.
The margin deposits with BMDC and time deposits with a licensed bank earn effective interest rates of between 1.98%
to 2.11% per annum and 2.75% to 3.10% per annum (2011: 1.85% to 2.12% per annum and 2.00% to 2.95% per annum)
respectively. All these deposits have maturity periods of less than three months.
(a) Amount owing by clients
Movements in the impairment losses on amount owing by clients is as follows:
The Group
2012 2011
RM000 RM000
Specifc impairment losses on amount owing by clients
At 1 January 20,688 38,716
Additions 1,890 388
Reversal (290) (3,496)
Write-off (1,131) (14,920)
At 31 December 21,157 20,688
Movements in the interest-in-suspense is as follows:
The Group
2012 2011
RM000 RM000
Interest-in-suspense
At 1 January 8,284 7,314
Additions 910 985
Reversal (19) (15)
Write-off (1,758) -
At 31 December 7,417 8,284
103
18. FIXED DEPOSITS WITH LICENSED BANKS
Fixed deposits of the Group represent deposits placed with licensed banks by a subsidiary. Included in the fxed deposits
is an amount of RM110,000 (2011: RM110,000) which is pledged to a bank for guarantee facilities granted to the
subsidiary.
The effective interest rates of the fxed deposits range from 2.30% to 3.00% (2011: 2.60% to 3.20%) per annum. The
deposits have maturity periods of less than one year.
19. CASH AND SHORT-TERM FUNDS
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Cash and bank balances 22,008 25,600 9 60
Money at call and deposit placements maturing within
one month 2,600 23,828 - -
24,608 49,428 9 60
The money at call and deposits earn effective interest rates of between 2.55% and 3.15% (2011: 2.15% and 2.95%) per
annum. The deposits have maturity periods ranging from 1 to 31 days (2011: 1 to 31 days).
20. SHARE CAPITAL
The Company
2012
Number of
shares
2012
Nominal
value
2011
Number of
shares
2011
Nominal
value
000 RM000 000 RM000
Ordinary shares of RM1 each
Authorised 500,000 500,000 500,000 500,000
Issued and fully paid 213,563 213,563 213,563 213,563
104
21. TREASURY SHARES
The Company
Number of shares At cost
2012 2011 2012 2011
000 000 RM000 RM000
At 1 January 8,979 6,447 5,873 3,830
Additions 1,932 2,532 1,567 2,043
At 31 December 10,911 8,979 7,440 5,873
The shares purchased are held as treasury shares in accordance with Section 67A of the Companies Act, 1965.
The treasury shares have no rights to voting, dividends or participation in other distributions.
22. RESERVES
2012 2011 2012 2011
Non distributable
Share premium (a) 8,377 8,377 8,377 8,377
Reserve fund (b) 899 899 - -
Fair value reserve (c) 5,720 11,404 5,720 6,709
14,996 20,680 14,097 15,086
Distributable
Retained profts (d) 45,653 60,096 19,873 26,303
60,649 80,776 33,970 41,389

(a) Share Premium
The share premium is not distributable by way of dividends and may be utilised in the manner set out in Section
60(3) of the Companies Act 1965.
(b) Reserve Fund
The reserve fund is maintained in accordance with the guidelines of Chapter 11 Rule 1101.2(1) of the Rules of
BMSB.
105
22. RESERVES (contd)
(c) Fair Value Reserve
The fair value reserve represents the cumulative fair value changes (net of tax, where applicable) of available-for-sale
fnancial assets until they are disposed of or impaired.
(d) Retained Prots
Subject to agreement with the tax authorities, at the end of the reporting period, the Company has suffcient tax
credits under Section 108 of the Income Tax Act 1967 and tax-exempt income to frank the payment of dividends
out of its entire profts without incurring additional tax liabilities.
At the end of the reporting period, the Company has not elected for the single tier tax system. When the tax credit
balance is fully utilised, or by 31 December 2013 at the latest, the Company will automatically move to the single tier
tax system. Under the single tier tax system, tax on the Companys profts is a fnal tax, and dividends distributed to
the shareholders will be exempted from tax.
23. DEFERRED TAX LIABILITY
The Group
2012 2011
RM000 RM000
At 1 January 331 308
Recognised in proft or loss (Note 31) (125) 23
At 31 December 206 331
Deferred tax liability represents accelerated capital allowances.
106
24. BANK TERM LOAN
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Bank term loan bears effective interest rate of 5.60%
(2011: 5.30%) per annum 2,162 4,157 - -
Less:
Payable not later than 12 months (Note 26) (2,162) (1,816) - -
Payable later than 12 month - 2,341 - -
The bank term loan which is a foating rate fnancial instrument, is secured by legal charges over certain freehold
properties.
The term loan is repayable over 36 monthly instalments of RM180,635 commencing from January 2011.
25. PAYABLES
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Amount owing to clients 45,340 43,372 - -
Amount owing to brokers 3,897 15,422 - -
Other payables 2,009 2,641 - -
Deposits 5,421 4,840 - -
Accruals 2,746 3,104 25 25
59,413 69,379 25 25
The amounts owing to clients and brokers are non-interest bearing and are from the normal business transactions of a
subsidiary.
The normal credit terms of the amount owing to clients and brokers are transaction day plus 3 trading days (T+3).
107
26. SHORT-TERM BORROWINGS

The Group
2012 2011
RM000 RM000
Bank overdrafts (Note 34) 5,760 5,938
Bank term loan (Note 24) 2,162 1,816
Revolving credits - 1,500
7,922 9,254

The bank overdrafts bear effective interest rates ranging from 8.10% to 8.60% (2011: 8.30% to 8.60%) per annum.
In the previous fnancial year, the revolving credits bore an effective interest rate of 5.85% per annum.
The bank overdraft facilities and revolving credits of the Group, which are foating rate fnancial instruments, are unsecured
but guaranteed by the Company.
27. REVENUE
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Brokerage income 25,359 30,246 - -
Interest income 10,999 10,317 690 686
Fees and commission 5,292 3,532 - -
Gross dividends 1,576 2,324 37,076 7,323
Sales of unit trusts 1,533 2,797 - -
Property development revenue 1,436 - - -
Rental income from investment properties 869 845 - -
Results from trading in marketable securities 312 1,308 - -
47,376 51,369 37,766 8,009
108
28. DIRECT OPERATING COSTS
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Commission of remisiers, dealers and brokers and other
direct expenses 9,983 13,973 - -
Direct operating expenses of investment properties
generating rental income 554 562 - -
Property development cost 696 -
11,233 14,535 - -
29. PROFIT FROM OPERATIONS
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Proft from operations is stated after charging:
Auditors remuneration:
- statutory audit 125 125 25 25
- others 3 - - -
Depreciation of investment properties 4 3 - -
Depreciation of property, plant and equipment 1,516 1,501 - -
Directors remuneration:
- fees 610 615 90 90
- other emoluments 370 264 7 5
Impairment losses on receivables 4,516 - - -
Operating leases:
- rental of premises 752 807 - -
- rental of equipment 957 951 - -
Realised loss on foreign exchange 8 - - -
Employee benefts expense: - - -
- salaries, bonuses and allowances 7,566 6,297 - -
- defned contribution plans 947 927 - -
109
29. PROFIT FROM OPERATIONS (contd)
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Proft from operations is stated after crediting:
Gain on disposal of available-for-sale investment (15,208) - (5,921) -
Gain on disposal of property, plant and equipment - (3) - -
Gross dividends from:
- a subsidiary - - (35,500) (5,000)
- shares quoted outside Malaysia (2,835) (5,247) (1,576) (2,323)
- unquoted shares (147) (490) - -
- marketable securities quoted in Malaysia (26) (81) - -
Impairment losses on receivables written back * (3,108) - -
Interest income from:
- clients (9,956) (8,696) - -
- fxed and time deposits (600) (1,477) - -
- subsidiaries - - (690) (686)
- others (705) (207) - -
Rental income from operating leases of investment properties (869) (845) - -

* Lesser than RM1,000
30. FINANCE COSTS
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Finance costs incurred during the fnancial year comprise
interest expense on:
- bank overdrafts 164 176 - -
- revolving credits 36 200 - -
- term loan 172 300 - -
- fair value loss on recognition of fnancial asset measured
at amortised cost - - 3,050 -
- others - - 140 140
372 676 3,190 140
Less:
Finance costs classifed as direct operating costs (36) (200) - -
336 476 3,190 140
110
31. INCOME TAX EXPENSE
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Current tax expense:
- for the fnancial year 3,400 4,989 6,114 103
- underprovision in the previous fnancial year 32 2 43 17
3,432 4,991 6,157 120
Deferred tax expense: (Note 14 and Note 23)
- relating to origination and reversal of temporary differences 315 210 - -
- overprovision in the previous fnancial year (54) (53) - -
261 157 - -
3,693 5,148 6,157 120
A reconciliation of income tax expense applicable to the proft before taxation at the statutory tax rate to income tax
expense at the effective tax rate of the Group and the Company is as follows:
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Proft before taxation 29,780 23,504 40,257 7,517
Tax at the applicable tax rate of 25% for the Group and
the Company 7,445 5,876 10,064 1,879
Add/(Less):
Tax effect of expenses not deductible in determining
taxable proft 849 1,476 856 458
Tax effect of income not taxable in determining taxable proft (5,129) (2,232) (4,806) (2,234)
Deferred tax assets not recognised during the fnancial year 550 79 - -
Under/(Over)provision in the previous fnancial year:
- current tax 32 2 43 17
- deferred tax (54) (53) - -
Income tax expense for the fnancial year 3,693 5,148 6,157 120
111
32. EARNINGS PER ORDINARY SHARE
The earnings per ordinary share has been calculated based on the consolidated proft after taxation of RM26.087 million
(2011: RM18.356 million) attributable to owners of the Company and on 202.652 million (2011: 204.584 million) ordinary
shares in issue during the year after deducting treasury shares calculated as follows:
The Group
2012 2011
000 000
Number of ordinary shares in issue at 31 December 213,563 213,563
Less:
Number of treasury shares held at 31 December (10,911) (8,979)
202,652 204,584
33. DIVIDENDS
The Company
2012 2011
RM000 RM000
Recognised as distribution to owners of the Company during the year:
First and fnal dividend of 4 sen tax-exempt on 202,653,206 ordinary shares for the
fnancial year ended 31 December 2011 (2011: First and fnal dividend of 3 sen tax
exempt on 206,114,806 ordinary shares for the fnancial year ended 31 December 2010) 8,106 6,183
First interim dividend of 16 sen tax-exempt on 202,652,206 ordinary shares for the
fnancial year ended 31 December 2012 (2011: Nil) 32,424 -
40,530 6,183
Net dividend per ordinary share (sen) 20.00 3.00
At the forthcoming Annual General Meeting, a fnal dividend of 5 sen less 25% tax per ordinary share amounting to
RM7,599,458 in respect of the current fnancial year ended 31 December 2012 will be proposed for shareholders
approval.
112
34. CASH AND CASH EQUIVALENTS
For the purpose of the statements of cash fows, cash and cash equivalents comprise the following:
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Fixed deposits with licensed banks 8,119 7,224 - -
32,727 56,652 9 60
Less:
Fixed deposits pledged to a licensed bank (Note 18) (110) (110) - -
32,617 56,542 - -
Bank overdrafts (Note 26) (5,760) (5,938) - -
26,857 50,604 9 60
35. RELATED PARTY DISCLOSURES
(a) Identities of related parties
The Company has related party relationships with:

(i) all its subsidiaries as disclosed in Note 5 to the fnancial statements; and
(ii) the directors of the Company and its subsidiaries who are the key management personnel.
(b) In addition to the information detailed elsewhere in the fnancial statements, the Group and the Company carried
out the following signifcant transactions with the related parties during the fnancial year:
The Company
2012
RM000
2011
RM000
Repayment of advances from subsidiaries 91,304 22,486
Advances to subsidiaries 96,871 22,015
Dividend income from a subsidiary 35,500 5,000
Interest charged to subsidiaries 690 686
Repayment of advances to a subsidiary 2 1
Waiver of advances to a subsidiary 30,000 30,000
Interest expense charged by subsidiaries 140 140
113
35. RELATED PARTY DISCLOSURES (contd)
(c) Compensation of key management personnel
The remuneration paid to the directors of the Company and its subsidiaries, who are the key management personnel
of the Group and the Company during the year was as follows:
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Short-term employee benefts 1,937 1,632 97 95
Post-employment benefts:
- defned contribution plans 312 249 - -
2,249 1,881 97 95
36. OPERATING LEASE ARRANGEMENTS
The Group as lessor
The Group entered into commercial property leases to earn rental income from its investment properties and an
insignifcant portion of a subsidiarys building included in Notes 6 and 7 to the fnancial statements. These leases have
remaining non-cancellable lease terms of 1 to 3 years at year end. All leases include a clause to enable upward revision of
the rental charge after the expiry dates, based on prevailing market conditions. The Group does not have any contingent
rental arrangements.
The Group also leases certain investment properties under cancellable operating lease agreements. The tenants are
required to give a 2-month notice for the termination of these agreements.

The future minimum lease rentals receivable under non-cancellable operating leases are as follows:
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Future minimum lease rentals:
- receivable not later than one year 2,889 450 - -
- receivable later than one year and not later than fve years 1,680 1,686 - -
4,569 2,136 - -
114
36. OPERATING LEASE ARRANGEMENTS (contd)
The Group as lessee
The Group leases a number of offce premises under non-cancellable operating leases for its operations. These leases
have an average tenure of 1 to 3 years, with an option to renew the lease after the expiry of the respective dates. Increase
in lease payments, if any, after the expiry dates, are negotiated between the Group and the lessors which will normally
refect market rentals. None of the above leases includes contingent rentals.
The Group also leases certain equipment under cancellable operating lease agreements. The Group is required to give
a 2-month notice for the termination of these agreements.

The future aggregate minimum lease payments under non-cancellable operating leases are as follows:
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Future minimum lease payments:
- payable not later than one year 698 937 - -
- payable later than one year and not later than fve years 570 221 - -
1,268 1,158 - -
37. MONEY HELD IN TRUST FOR CLIENTS
Money held in trust for clients at the end the reporting period is as follows:
The Group
2012 2011
RM000 RM000
Cash and bank balances 4,904 14,672
Money at call and deposit placements maturing within one month 46,225 46,130
51,129 60,802
A subsidiary maintains the trust accounts for its clients pursuant to Section 111 of the Capital Markets and Service Act
2007.
115
38. CONTINGENT LIABILITIES
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Unsecured
Corporate guarantees for banking facilities utilised
by subsidiaries - - 7,922 11,254
Demand for refund from a subsidiary * 6,253 6,253 - -
* A writ of Summons dated 18 November 2010 was fled in the High Court of Malaya at Kuala Lumpur by Sanctuary
Court Sdn Bhd (the Plaintiff) against AEH Capital Sdn Bhd (AEH), a subsidiary of the Company. The Plaintiff
claimed against AEH, inter alia, for declaration that the Sale and Purchase Agreement (the Agreement) of Debts
entered into on 22 May 2000 between the parties is terminated, and demand for a refund of the sums paid by the
Plaintiff pursuant of the said Agreement amounting to approximately RM6.253 million.
AEH is defending the claim, inter alia, on the basis that there is no obligation for it to terminate the Agreement, and/
or alternatively that the Plaintiffs claim is time barred.
The hearing was fxed on 3 March 2011 and the judgment was made in favour of the Plaintiff for a refund of the sum
of RM6.253 million together with interest and costs. An appeal was fled by AEH on 21 March 2011 in the Court of
Appeal and for a stay of execution.
On 19 May 2011, at the order of the Court, the Company placed a deposit of approximately RM6.253 million with
a stakeholder being the Judgement Sum, pending the outcome of the appeal.
On 16 April 2012, the appeal to set aside the judgement was allowed by the Court of Appeal. The Court of Appeal
also directed that the case be remitted back to the High Court for hearing before another Judge. The deposit of
RM6.253 million placed with the Court was remitted to AEH on 28 May 2012. The case has been fxed for hearing
at the High Court on 22 July 2013.
Based on advice obtained from the legal counsel, the directors are of the opinion that AEH has a good prospect for
defending the case.
116
39. OPERATING SEGMENTS
Operating segments are prepared in a manner consistent with the internal reporting provided to the Groups Chief
Executive Offcer as its chief operating decision maker in order to allocate resources to segments and to assess their
performance. For management purposes, the Group is organised into business units based on their products and services
provided.
The Group is organised into 5 main business segments as follows:
(i) Stock and futures broking segment
(ii) Building management and property investment
(iii) Unit trust management
(iv) Money lending and property development
(v) Investment holdings
(vi) Other segments
The Groups Chief Executive Offcer assesses the performance of the operating segments based on operating proft
or loss which is measured in accordance with operating segment which are disclosed in the consolidated fnancial
statements.
Group fnancing (including fnance costs) is managed and allocated to operating segments while income tax is managed
at group level.
Inter-segment income and expenses are eliminated to arrive at group proft before taxation.
117
39. OPERATING SEGMENTS (contd)
BUSINESS SEGMENTS
2012
Stock And
Futures
Broking
Building
Management
And
Property
Investment

Unit
Trust
Management
Money
Lending
and
Property
Development

Investment
Holdings

Others

Total
RM000 RM000 RM000 RM000 RM000 RM000 RM000
Revenue
External revenue 38,746 869 4,450 1,735 1,576 - 47,376
Inter-segment revenue - 1,378 - - 36,190 - 37,568
38,746 2,247 4,450 1,735 37,766 - 84,944
Adjustments and eliminations (37,568)
Consolidated revenue 47,376
Results
Segment results 9,839 1,437 2,357 (2,246) 7,808 15 19,210
Interest income 10,718 5 168 299 690 34 11,914
Depreciation of property,
plant and equipment (979) (370) (167) - - - (1,516)
Depreciation of investment
properties - (4) - - - - (4)
Interest expense (261) (765) - (36) (140) (1,202)
Adjustments and eliminations 2,593 519 (1,156) - (550) (28) 1,378
Proft before taxation 21,910 822 1,202 (1,983) 7,808 21 29,780
Income tax expense (3,693)
Consolidated proft after
taxation 26,087
118
BUSINESS SEGMENTS (contd)
2012
Stock And
Futures
Broking
Building
Management
And
Property
Investment

Unit
Trust
Management
Money
Lending
and
Property
Development

Investment
Holdings

Others

Group
RM000 RM000 RM000 RM000 RM000 RM000 RM000
Assets
Segment assets 227,477 38,148 15,843 46,185 250,269 1,732 579,654
Deferred tax asset - - 1,754 - - - 1,754
Elimination/adjustments (6,763) - (5,647) (3,050) (230,046) (1,488) (246,994)
Consolidated total assets 220,714 38,148 11,950 43,135 20,223 244 334,414
Liabilities
Segment liabilities 74,362 30,041 2,088 55,980 7,126 37 169,634
Deferred tax liability 205 1 - - - - 206
Elimination/adjustments (13,081) (26,997) - (55,003) (7,088) (29) (102,198)
Consolidated total liabilities 61,486 3,045 2,088 977 38 8 67,642
Other segment items
Additions to non-current
assets other than fnancial
instruments:
- property , plant and
equipment 1,042 - 158 - - - 1,200
119
2011
Stock
And
Futures
Broking
Building
Management
And
Property
Investment

Unit
Trust
Management
Money
Lending

Investment
Holdings

Others

Total
RM000 RM000 RM000 RM000 RM000 RM000 RM000
Revenue
External revenue 42,846 845 5,355 - 2,323 - 51,369
Inter-segment revenue - 1,375 - - 5,686 - 7,061
42,846 2,220 5,355 - 8,009 - 58,430
Adjustments and
eliminations (7,061)
Consolidated revenue 51,369
Results
Segment results 8,056 1,320 2,134 (117) 2,518 (40) 13,871
Interest income 10,336 4 148 - 686 31 11,205
Depreciation of property,
plant and equipment (982) (374) (145) - - - (1,501)
Depreciation of investment
properties - (3) - - - - (3)
Interest expense (324) (837) - (200) (140) - (1,501)
Adjustments and
eliminations 2,881 519 (1,449) - (546) 28 1,433
Proft before taxation 19,967 629 688 (317) 2,518 19 23,504
Income tax expense (5,148)
Consolidated proft after
taxation 18,356
120
2011
Stock And
Futures
Broking
Building
Management
And
Property
Investment

Unit
Trust
Management
Money
Lending
and
Property
Development

Investment
Holdings

Others

Group
RM000 RM000 RM000 RM000 RM000 RM000 RM000
Assets
Segment assets 242,658 38,553 14,260 53,707 256,194 1,842 607,214
Deferred tax asset - - 2,140 - - - 2,140
Elimination/adjustments (4,072) - (5,700) - (227,529) (1,490) (238,791)
Consolidated total assets 238,586 38,553 10,700 53,707 28,665 352 370,563
Liabilities
Segment liabilities 77,079 30,967 1,741 89,510 7,115 33 206,445
Deferred tax liability 331 - - - - - 331
Elimination/adjustments (4,023) (25,728) - (87,815) (7,090) (23) (124,679)
Consolidated total liabilities 73,387 5,239 1,741 1,695 25 10 82,097
Other segment items
Additions to non-current
assets other than fnancial
instruments:
- property, plant and
equipment 1,159 - 112 - - - 1,271
121
GEOGRAPHICAL INFORMATION
Revenue Non-current Assets
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Australia 1,567 2,324 13,304 57,982
England 9 - - -
Malaysia 45,800 49,045 78,085 80,546
47,376 51,369 91,389 138,528
MAJOR CUSTOMERS
There is no major customer with revenue equal to or more than 10% of Groups revenue.
40. FINANCIAL INSTRUMENTS
The Groups activities are exposed to a variety of market risks (including foreign currency risk, interest rate risk and price
risk), credit risk and liquidity risk. The Groups overall fnancial risk management policy focuses on the unpredictability of
fnancial markets and seeks to minimise potential adverse effects on the Groups fnancial performance.
40.1 FINANCIAL RISK MANAGEMENT POLICIES
The Groups fnancial risk management policy seeks to ensure that adequate fnancial resources are available
for the development of the Groups businesses whilst managing its market risk (including foreign currency risk,
interest rate risk and equity price risk), credit risk and liquidity risk. The Groups policies in respect of the major
areas of treasury activity are as follows:
(a) Market Risk
(i) Foreign Currency Risk
The Group is exposed to foreign currency risk on transactions and balances that are denominated in
currencies other than Ringgit Malaysia. The currencies giving rise to this risk are primarily Australian
Dollar, Pound Sterling, Singapore Dollar, United States Dollar, Philippine Peso and Hong Kong Dollar.
Foreign currency risk is monitored closely on an ongoing basis to ensure that the net exposure is at an
acceptable level.
122
40. FINANCIAL INSTRUMENTS (contd)
40.1 FINANCIAL RISK MANAGEMENT POLICIES (contd)
(a) Market Risk (contd)
(i) Foreign Currency Risk (contd)
The Groups exposure to foreign currency is as follows:

Australian
Dollar
Pound
Sterling

Singapore
Dollar
United
States
Dollar

Philippine
Peso
Hong
Kong
Dollar Total
RM000 RM000 RM000 RM000 RM000 RM000 RM000
As at 31 December 2012
Financial assets
Available-for-sale
investments 13,304 - - - - - 13,304
Marketable securities
held for trading - 1,514 - - 178 - 1,692
Assets segregated for
clients - - - 135 - 1,527 1,662
Sundry receivables and
deposits 233 59 - - - 83 375
Cash and short-term
funds 3 - 288 542 - - 833
13,540 1,573 288 677 178 1,610 17,866
Financial liability
Amount owing to clients 5 - 225 514 - 1,458 2,202
Net currency exposure 13,535 1,573 63 163 178 152 15,664

123
The Groups exposure to foreign currency is as follows: (contd)

Australian
Dollar

Pound
Sterling

Singapore
Dollar
United
States
Dollar

Philippine
Peso
Hong
Kong
Dollar Total
RM000 RM000 RM000 RM000 RM000 RM000 RM000
Financial assets
Available-for-sale
investments 57,982 - - - - - 57,982
Marketable securities
held for trading - 1,529 - - 140 - 1,669
Assets segregated for
clients - - - 3 - - 3
Sundry receivables and
deposits 507 49 - 158 - 72 786
Cash and short-term
funds - - 1,015 31 - - 1,046
58,489 1,578 1,015 192 140 72 61,486

Financial liability
Amount owing to clients 291 - 982 9 - - 1,282
Net currency exposure 58,198 1,578 33 183 140 72 60,204
124
The Companys exposure to foreign currency is as follows:
The Company Australian
Dollar
Pound
Sterling
Philippine
Peso

Total
RM000 RM000 RM000 RM000
2012
Financial assets
Available-for-sale investments 13,304 - - 13,304
Marketable securities held for trading - 1,514 178 1,692
Currency exposure 13,304 1,514 178 14,996
2011
Financial assets
Marketable securities held for trading - 1,529 140 1,669
Currency exposure 24,954 1,529 140 26,623
125
Foreign currency risk sensitivity analysis
The following table details the sensitivity analysis to a reasonably possible change in the foreign
currencies as at the end of the reporting period, with all other variables held constant:
2012 2011 2012 2011
Increase/
(Decrease)
Increase/
(Decrease)
Increase/
(Decrease)
Increase/
(Decrease)
RM000 RM000 RM000 RM000
Effects on prot after taxation
Australian Dollar:
- strengthened by 10% 17 16 - -
- weakened by 10% (17) (16) - -
Pound Sterling:
- strengthened by 10% 118 118 114 115
- weakened by 10% (118) (118) (114) (115)
Singapore Dollar:
- weakened by 10% (5) (3) - -
United States Dollar:
- weakened by 10% (12) (14) - -
Philippine Peso:
- strengthened by 10% 13 10 13 10
- weakened by 10% (13) (10) (13) (10)
Hong Kong Dollar:
- weakened by 10% (11) (5) - -
126
Foreign currency risk sensitivity analysis (contd)
The following table details the sensitivity analysis to a reasonably possible change in the foreign
currencies as at the end of the reporting period, with all other variables held constant: (contd)
2012 2011 2012 2011
Increase/
(Decrease)
Increase/
(Decrease)
Increase/
(Decrease)
Increase/
(Decrease)
RM000 RM000 RM000 RM000
Effects on equity
Australian Dollar:
- strengthened by 10% 1,331 5,798 1,331 2,495
- weakened by 10% (1,331) (5,798) (1,331) (2,495)
(ii) Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash fows of a fnancial instrument will fuctuate
because of changes in market interest rates. The Groups exposure to interest rate risk arises mainly
from interest-bearing fnancial assets and liabilities. The Groups policy is to obtain the most favourable
interest rates available. Any surplus funds of the Group will be placed with licensed fnancial institutions
to generate interest income.
Information relating to the Groups exposure to the interest rate risk of the fnancial liabilities is disclosed
in Note 40.1(c) to the fnancial statements.
127
(ii) Interest Rate Risk (contd)
Interest rate risk sensitivity analysis
The following table details the sensitivity analysis to a reasonably possible change in the interest rates
as at the end of the reporting period, with all other variables held constant:
The Group
2012 2011
Increase/
(Decrease)
Increase/
(Decrease)
RM RM
Effects on prot after taxation and equity
Increase of 100 basis points (bp) 191 304
Decrease of 100 bp (191) (304)
(iii) Equity Price Risk
The Groups principal exposure to equity price risk arises mainly from changes in quoted investment
prices. The Group manages its exposure to price risks by maintaining a portfolio of equities with different
risk profles.
128
(iii) Equity Price Risk (contd)
Equity price sensitivity analysis
The following table details the sensitivity analysis to a reasonably possible change in the prices of the
quoted investments as at the end of the reporting period, with all other variables held constant:
2012 2011 2012 2011
Increase/
(Decrease)
Increase/
(Decrease)
Increase/
(Decrease)
Increase/
(Decrease)
RM RM RM RM
Effects on prot after taxation
Increase of 1% 51 53 29 27
Decrease of 1% (51) (53) (29) (27)
Effects on equity
Increase of 1% 184 633 162 277
Decrease of 1% (184) (633) (162) (277)
(b) Credit Risk
The Groups exposure to credit risk, or the risk of counterparties defaulting, arises mainly from trade and
other receivables. The Group manages its exposure to credit risk by the application of credit approvals,
credit limits and monitoring procedures on an ongoing basis. For other fnancial assets (including quoted
investments, cash and bank balances and derivatives), the Group minimises credit risk by dealing exclusively
with high credit rating counterparties.
The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect
of the trade and other receivables as appropriate. The main components of this allowance are a specifc loss
component that relates to individually signifcant exposures, and a collective loss component established
for groups of similar assets in respect of losses that have been incurred but not yet identifed. Impairment is
estimated by management based on prior experience and the current economic environment.
129
(b) Credit Risk (contd)
Exposure to credit risk
The maximum exposure to credit risk is as follows:

The Group
2012 2011
RM000 RM000
Trade receivables 190,676 188,587
Less: Collateral held (139,433) (117,535)
Net exposure to credit risk 51,243 71,052
Ageing analysis
The ageing analysis of the Groups loan and trade receivables as at reporting period as follows:
The Group Gross
Amount
Individual
Impairment
Collective
Impairment
Carrying
Value
RM000 RM000 RM000 RM000
2012
Not past due 186,855 - - 186,855
Past due:
- 4 to 14 days 30,493 (28,574) - 1,919
- over 14 days 13,148 (11,246) - 1,902
230,496 (39,820) - 190,676
2011
Not past due 141,184 - - 141,184
Past due:
- 4 to 14 days 34,653 (28,972) - 5,681
- over 14 days 105,816 (64,094) - 41,722
281,653 (93,066) - 188,587
130
(b) Credit Risk (contd)
At the end of the reporting period, trade receivables that are individually impaired were those in fnancial
diffculties and/or have defaulted on payments. These receivables are not secured by any collateral or credit
enhancement and/or insuffcient collateral or credit enhancement on the amount owing.
Trade receivables that are past due but not impaired
(i) Amount owing by clients and amount owing by brokers
The Group believes that no impairment allowance is necessary in respect of these trade receivables.
These are clients with T + 3 position who do not settle their trades at end of T + 3 and if the trades are
not settled will be subject to force selling by 12.30 p.m on transaction day plus 4 trading days.
(ii) Other trade receivables
The Group believes that no impairment allowance is necessary in respect of these clients. They are
substantially clients with good collection track record and no recent history of default.
Trade receivables that are neither past due nor impaired
A signifcant portion of trade receivables that are neither past due nor impaired are clients within the stock and
futures broking segment. These clients would settle their trades by end of T + 3 and have been transacting
with the Group. The Group uses credit position of the receivables to monitor their credit regularly. Any
receivables having signifcant balances past due or more than 30 days, which are deemed to have higher
credit risk, are monitored individually.
(c) Liquidity Risk
Liquidity risk arises mainly from general funding and business activities. The Group practises prudent
risk management by maintaining suffcient cash balances and the availability of funding through certain
committed credit facilities.
131
(c) Liquidity Risk (contd)
The following table sets out the maturity profle of the fnancial liabilities as at the end of the reporting period
based on contractual undiscounted cash fows (including interest payments computed using contractual
rates or, if foating, based on the rates at the end of the reporting period):
The Group Weighted
Average
Effective
Rate
Carrying
Amount
Contractual
Undiscounted
Cash Flows
Within
1 Year
1 - 5
Years
% RM000 RM000 RM000 RM000
2012
Term loan 5.60 2,162 2,229 2,229 -
Trade payables - 49,237 49,237 49,237
Other payables, deposits
and accruals - 10,176 10,176 10,176 -
Bank overdrafts 7.93 5,760 5,760 5,760 -
67,335 67,402 67,402 -
2011
Term loan 5.45 4,157 4,408 2,168 2,240
Revolving credits 5.67 1,500 1,500 1,500 -
Trade payables - 58,794 58,794 58,794 -
Other payables, deposits
and accruals - 10,585 10,585 10,585 -
Bank overdrafts 7.84 5,938 5,938 5,938 -
80,974 81,225 78,985 2,240
132
(c) Liquidity Risk (contd)
The Company Weighted
Average
Effective
Rate
Carrying
Amount
Contractual
Undiscounted
Cash Flows
Within
1 Year
1 - 5
Years
% RM000 RM000 RM000 RM000
2012
Other payables and accruals - 25 25 25 -
Amount owing to subsidiaries 2.00 7,088 7,088 7,088 -
7,113 7,113 7,113 -
2011
Other payables and accruals - 25 25 25 -
Amount owing to subsidiaries 2.00 7,090 7,090 7,090 -
7,115 7,115 7,115 -
40.2 CAPITAL RISK MANAGEMENT
The Group manages its capital to ensure that entities within the Group will be able to maintain an optimal capital
structure so as to support their businesses and maximise shareholders value. To achieve this objective, the Group
may make adjustments to the capital structure in view of changes in economic conditions, such as adjusting the
amount of dividend payment, returning of capital to shareholders or issuing new shares.
The Group manages its capital based on debt-to-equity ratio. The Groups strategies were unchanged from the
previous fnancial year. The debt-to-equity ratio is calculated as net debt divided by total equity. Net debt is
calculated as borrowings plus trade and other payables less cash and cash equivalents.
133
40.2 CAPITAL RISK MANAGEMENT (contd)
The debt-to-equity ratio of the Group as at the end of the reporting period was as follows:
The Group
2012 2011
RM000 RM000
Term loans 2,162 4,157
Revolving credits - 1,500
Trade and other payables 59,413 69,379
Bank overdrafts 5,760 5,938
67,335 80,974
Fixed deposits with licensed banks 8,119 7,224
Cash and bank balances 24,608 49,428
32,727 56,652
Net debt 34,608 24,322
Total equity 266,772 288,466
Debt-to-equity ratio 0.13 0.08
Under the requirement of Bursa Malaysia Practice Note No. 17/2005, the Company is required to maintain a
consolidated shareholders equity (total equity attributable to owners of the Company) equal to or not less than
25% of the issued and paid-up share capital (excluding treasury shares) and such shareholders equity is not less
than RM40 million. The Company has complied with this requirement.
In addition to the above, a subsidiary, JF Apex Securities Berhad, is required to comply with the BMSB guidelines
on capital, to maintain an adequate level of capital to withstand any losses which may result from credit and other
risks associated with fnancing operations.
The subsidiary manages its capital based on the capital adequacy ratio. The subsidiarys strategies were unchanged
from the previous fnancial year. The capital adequacy ratio is calculated as the subsidiarys liquid capital divided
by its total risk requirement. Liquid capital represents its fnancial resources or liquid capital maintained in a
readily realisable form to meet its total risk requirement, as calculated in accordance with Chapter 11 Rule 1105.4
of BMSB. Total risk requirement means the sum of operational risk requirement, position risk requirement,
counterparty risk requirement, large requirement subject always to Chapter 11 Rule 1105.10 of BMSB.
134
The capital adequacy ratio at the end of the reporting period was as follows:
2012 2011
RM000 RM000
Liquid capital 136,752 117,459
Total risk requirement 7,242 7,181
Capital adequacy ratio 18.884 16.357
The liquid capital of the subsidiary is as follows:
Total non-current assets 9,788 42,733
Total current assets 214,839 199,924
Less:
Total non-current liabilities (74,342) (77,069)
Total current liability (205) (330)
150,080 165,258
Less:
Assets not ranking for liquid capital (11,833) (44,787)
Other adjustments in accordance with Chapter 11 Rule 1105 of BMSB (1,700) (3,342)
Add:
Liability not ranking for liquid capital 205 330
Liquid capital 136,752 117,459

135
The following table presents the components of total risk requirements:
2012 2011
RM000 RM000
Position risk requirement 608 691
Counterparty risk requirement 1,634 1,263
Underwriting risk requirement - 227
Operational risk requirement 5,000 5,000
7,242 7,181
40.3 CLASSIFICATION OF FINANCIAL INSTRUMENTS
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Financial assets
Available-for-sale fnancial assets
Quoted investments 13,304 57,982 13,304 24,954
Unquoted investments 2,762 2,762 - -
16,066 60,744 13,304 24,954
Loans and receivables fnancial assets
Trade receivables 190,676 188,587 - -
Other receivables and deposits 2,358 13,810 5 5
Amount owing by subsidiaries - - 95,063 92,546
Fixed deposits with licensed banks 8,199 7,224 - -
225,841 259,049 95,077 92,611
Fair value through proft and loss
Marketable securities held for trading 6,812 7,033 3,854 3,630
136
40.3 CLASSIFICATION OF FINANCIAL INSTRUMENTS (contd)
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Financial liability
Other fnancial liabilities
Term loan 2,162 4,157 - -
Revolving credits - 1,500 - -
Trade payables 49,237 58,794 - -
Other payables and accruals 10,176 10,585 25 25
Bank overdrafts 5,760 5,938 - -
Amount owing to subsidiaries - - 7,088 7,090
67,335 80,974 7,113 7,115
40.4 FAIR VALUES OF FINANCIAL INSTRUMENTS
The carrying amounts of the fnancial assets and fnancial liabilities reported in the fnancial statements approximated
their fair values except for the following:
2012 2011
The Group Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
RM000 RM000 RM000 RM000
Available-for-sale investments:
- unquoted shares 662 * 662 *
- Investment in BMDB 2,100 * 2,100 *
2,762 * 2,762 *
* The fair value cannot be reliably measured using valuation techniques due to the lack of marketability of the
shares.
137
40.4 FAIR VALUES OF FINANCIAL INSTRUMENTS (contd)
The following summarises the methods used to determine the fair values of the fnancial instruments:
(i) The fnancial assets and fnancial liabilities maturing within the next 12 months approximated their fair values
due to the relatively short-term maturity of the fnancial instruments.
(ii) The fair value of quoted investments is determined based on their quoted market prices as at the end of the
reporting period.
(iii) The carrying amount of term loan approximated its fair value as it is a foating rate instrument that is repriced
to market interest rates on or near the reporting date.
(iv) Contingent Liabilities
The nominal amount and net fair value of fnancial instruments not recognised in the statements of fnancial
positions of the Group and of the Company are as follows:
Note
Nominal
Amount
Net Fair
Value
Nominal
Amount
Net Fair
Value
RM000 RM000 RM000 RM000
At 31 December 2012
Contingent liability 38 6,253 * 7,922
#
At 31 December 2011
Contingent liability 38 6,253 * 11,254
#
* It is not practicable to estimate the fair value of the contingent liability reliably due to uncertainties of
timing, costs and eventual outcome.
#
The fair value of contingent liability of the Company is expected to be minimal as the subsidiaries are
expected to be able to repay the banking facilities.
138
40.5 FAIR VALUE HIERARCHY
The fair values of the fnancial assets and liabilities are analysed into level 1 to 3 as follows:
Level 1: Fair value measurements derive from quoted prices (unadjusted) in active markets for identical assets or
liabilities.
Level 2: Fair value measurements derive from inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly or indirectly.
Level 3: Fair value measurements derive from valuation techniques that include inputs for the asset or liability
that are not based on observable market data (unobservable inputs).
The fnancial instruments of the Group carried at fair values are analysed as below:
The Group Level 1 Level 2 Level 3 Total
RM000 RM000 RM000 RM000
2012
Financial Assets
Marketable securities held for trading 6,812 - - 6,812
20,116 - - 20,116
2011
Financial Assets
65,016 - - 65,016
139
40.5 FAIR VALUE HIERARCHY (contd)
The fnancial instruments of the Company carried at fair values are analysed as below:
The Company Level 1 Level 2 Level 3 Total
RM000 RM000 RM000 RM000
2012
Financial Assets
Available-for-sale-investments 13,304 - - 13,304
17,158 - - 17,158
2011
Financial Assets
Available-for-sale-investments 24,954 - - 24,954
28,584 - - 28,584
41. EFFECT ON CHANGE IN ACCOUNTING POLICY
FRSIC Consensus 18 - Monies Held in Trust by Participating Organisation of Bursa Malaysia Securities Bhd (FRSIC
18).
According to FRSIC 18, although a participating organisation is required by Capital Markets and Services Act (CMSA),
2007 and Bursa Securities Rules to maintain the trust account, it does not have any contractual or statutory obligation to
its clients on the money deposited in the trust account that would result in an outfow of resource embodying economic
benefts from the participating organisation. In addition, a participating organisation is prohibited under the provisions
contained in Section 113 of CMSA 2007 to utilise the monies either for its own economic benefts or settlement of its
own liability.
140
41. EFFECT ON CHANGE IN ACCOUNTING POLICY (contd)
The monies are also not available for distribution in the event the participating organisation is liquidated. As such,
a participating organisation does not have any control over the trust monies to obtain the future economic benefts
embodied in the trust monies. Accordingly, the trust monies should not be recognised as part of the participating
organisations asset with corresponding liability.
Previously, monies held in trust forms part of assets in the fnancial statements with a corresponding liability. Upon
adoption of FRSIC 18, the monies held in trust are no longer included in the assets with corresponding liability in the
fnancial statements of the Group.
The above effect on change in accounting policy relates to a subsidiary, JF Apex Securities Berhad which is a participating
organisation of Bursa Malaysia Securities Berhad.
The impact on the statements of fnancial position and statement of cash fow of the Group are as follows:
As
previously
reported
Effect of
adoption of
FRSIC 18
As
restated
RM000 RM000 RM000
Statements of nancial position (extract):
As at 1 January 2011
Asset
Cash and short term funds 68,397 (43,896) 24,501
Liability
Payables 97,457 (43,896) 53,561
Asset
Fixed deposits with licensed banks 7,354 (130) 7,224
Cash and short term funds 110,100 (60,672) 49,428
Liability
Payables 130,181 (60,802) 69,379
141
41. EFFECT ON CHANGE IN ACCOUNTING POLICY (contd)
As
previously
reported
Effect of
adoption of
FRSIC 18
As
restated
RM000 RM000 RM000
Statement of cash ow (extract)
2011
Changes in receivables (2,866) 11,289 8,423
Changes in payables 32,724 (16,906) 15,818
Net increase in cash and cash equivalents 31,922 (5,617) 26,305
142
Supplementary INFORMATION
DISCLOSURE OF REALISED AND UNREALISED PROFITS
The breakdown of the retained profts of the Group and of the Company as at the end of the reporting period into realised
and unrealised profts are presented in accordance with the directive issued by Bursa Malaysia Securities Berhad and prepared
in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profts or Losses in the
Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute
of Accountants, as follows:
2012 2011 2012 2011
RM000 RM000 RM000 RM000
Total retained profts:
- realised 48,302 37,533 21,292 24,819
- unrealised 2,898 2,781 (1,419) 1,484
51,200 40,314 19,873 26,303
(Less)/Add: Consolidation adjustments (5,547) 19,782 - -
At 31 December 45,653 60,096 19,873 26,303
143
Shareholders ANALYSIS REPORT
as at 25 April 2013
Authorised capital : RM500,000,000
Issued and Fully Paid up capital : RM213,563,324
Class of shares : Ordinary share of RM1.00 each
Voting rights:
On show of hands One vote
On a poll One vote

SHAREHOLDERS BY SIZE OF HOLDINGS
Size of Holding
No. of
Shareholders
% of
Shareholders
No. of
Shares
% of
Shares
Less than 100 634 15.80 24,470 0.01
100-1000 146 3.64 68,816 0.03
1001-10,000 2,671 66.56 8,173,192 3.83
10,001-100,000 497 12.38 11,729,017 5.49
100,001-Less than 5% of Issued shares 60 1.50 98,862,350 46.29
5% and above of issued shares 5 0.12 94,705,479 44.35
Total 4,013 100 213,563,324 100
DIRECTORS SHAREHOLDINGS
Direct Interest Indirect Interest
Name
No. of
Shares
% of
Shares
No. of
Shares
% of
Shares
Chan Guan Seng 17,817,831 8.79 18,735,276
(i)
9.25
Y.Bhg. Datuk Azizan bin Abd Rahman 7,217,358 3.56 1,039,616
(ii)
0.51
Leow Yan Seong @ Liew Pin 2,040 0.00 - -
Y.Bhg. Dato Vijaya Kumar A/L T. Chornalingam - - - -
Lee Cheow Fui - - - -
Notes:
(i)
Deemed interest by virtue of his interest in Permanent Mutual Holdings Sdn Bhd
(ii)
Deemed interest by virtue of his interest in ANZ Equities Sdn Bhd
144
as at 25 April 2013 (contd)
SUBSTANTIAL SHAREHOLDERS
Direct Interest Indirect Interest
Name
No. of
Shares
% of
Shares
No. of
Shares
% of
Shares
Fun Sheung Development Limited 31,966,914 15.77 - -
Permanent Mutual Holdings Sdn Bhd 18,735,276 9.25 - -
Chan Guan Seng 17,817,831 8.79 18,735,276 9.25
Endau Suria Sdn Bhd 15,273,340 7.54 - -
TOP THIRTY LARGEST SHAREHOLDERS
Name No. of shares % of shares
Fun Sheung Development Limited 31,966,914 14.97
Permanent Mutual Holdings Sdn Bhd 18,735,276 8.77
Chan Guan Seng 17,817,831 8.34
Endau Suria Sdn Bhd 15,273,340 7.15
Apex Equity Holdings Berhad (Share Buy Back Account) 10,912,118 5.11
Yenson Investments Limited 10,495,800 4.91
Concrete Parade Sdn Bhd 10,000,000 4.68
CWK Holdings Sdn Bhd 9,712,380 4.55
Pinerains Sdn Bhd 8,898,480 4.17
Joymap Bridge Sdn Bhd 7,579,700 3.55
Cergas Megah (M) Sdn Bhd 7,549,040 3.54
Kuah Ah Eng 6,978,840 3.27
Lim Siew Kim 5,656,920 2.65
Pacifc & Orient Insurance Co Berhad 3,476,200 1.63
CIMSEC Nominees (Tempatan) Sdn Bhd
CIMB Bank for Azizan bin Abd Rahman (MY0531) 3,374,160 1.58
145
as at 25 April 2013 (contd)
TOP THIRTY LARGEST SHAREHOLDERS (contd)
Name No. of shares % of shares
CIMSEC Nominees (Tempatan) Sdn Bhd
CIMB for Azizan bin Abd Rahman (PB) 2,598,798 1.22
JF Apex Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Lee Chui Lan (Margin) 2,183,600 1.02
CCA Holdings Sdn Bhd 2,007,360 0.94
Azizan bin Abdul Rahman 1,244,400 0.58
Chan Kean Chuan 1,077,120 0.50
ANZ Equities Sdn Bhd 1,039,616 0.49
Chan Wan Soon 1,000,600 0.47
Chan Kean Siew 926,160 0.43
Chan Eng Keong 855,780 0.40
MayBank Securities Nominees (Tempatan) Sdn Bhd
MayBank Kim Eng Securities Pte Ltd for Chan Teik Huat 822,120 0.39
Chan Kean Chai 821,100 0.38
Pacifc & Orient Insurance Co Berhad 805,200 0.38
Chan Eng Kong 669,280 0.31
Citigroup Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Khor Keng Saw @ Khaw Ah Soay (470156) 648,924 0.30
JF Apex Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Teo Kwee Hock (Margin) 634,900 0.30
Total 185,761,957 86.98
Note:
The analysis of shareholdings is based on the issued and paid-up capital of the Company after deducting 10,912,118 ordinary
shares bought back by the Company and held as Treasury Shares as at 25 April 2013.
146
List of PROPERTIES
as at 31 December 2012
The Groups Properties owned by Monopoly Enterprises Sdn Bhd and AEH Capital Sdn Bhd, details of which are set out
below:
Location
Description
of property
held
Title
No.
Approx.
Age
(Years) Tenure
Land Area
(Sq. Ft.) Usage
Net Book
Value
(RM)
Date of
acquisition
of property
Mukim of Kajang
Hulu Langat
Offce
Building
EMR 8560
Lot 7382
11 Freehold 51,008 Offce
Building
14,402,004 1/9/94
Mukim of Sepang
Kuala Langat
Vacant Land
Lot 429
C.T. 12098
Lot 429
- Freehold 4,361,446 Investment
Property
12,709,330 20/7/95
Mukim of Klang Vacant H.S (D)
41810
P.T 9324
- Freehold 82,896 Land Held for
Development
10,300,000 5/9/03
Mukim of Ulu Yam
Hulu Selangor
Vacant
Land
Geran
No. 6636
Lot 1677
- Freehold 4,312,441 Investment
Property
9,986,339 13/12/96
41813
P.T 9328
Development
9,000,000 5/9/03
41811
P.T 9325
Development
8,700,000 5/9/03
41816
P.T 9331
Development
2,500,000 5/9/03
APT 28/A(C)/(L)
Hartaya Bay Resort
Mukim Kijal
Apartment
Unit
H.S (D)
2302
P.T 2865
12 Leasehold
Expiry:
2095
1,206 For Staff Use 234,837 30/8/96
Parcel No. D7
Building D
Bukit Mewah
Kajang
Apartment
Unit
- 17 Freehold 1,059 Occupied
by Staff
117,839 16/5/94
Parcel No. E7
Building E
Bukit Mewah
Kajang
Apartment
Unit
- 17 Freehold 1,067 Occupied
by Staff
117,839 16/5/94
Proxy FORM
I/We Tel:
[Full name in block, NRIC No./Company No. and telephone number]
of
[Address]
being a member/members of Apex Equity 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 attend and to vote for me/us and on my/our behalf and, if
necessary, to demand a poll at the 23
rd
Annual General Meeting of the Company to be held at Conference Room, 10
th
Floor,
Menara Apex, Off Jalan Semenyih, Bukit Mewah, 43000 Kajang on Thursday, 20 June 2013 at 11.00 a.m. or any adjournment
thereof, and to vote as indicated below:
Item Agenda Resolution FOR AGAINST
1. Declaration of a fnal dividend Resolution 1
2. Re-election of Y.Bhg. Datuk Azizan bin Abd Rahman as Director Resolution 2
3. Re-election of Mr. Chan Guan Seng as Director Resolution 3
4. Re-election of Y.Bhg. Dato Vijaya Kumar A/L T. Chornalingam as Director Resolution 4
5. Re-election of Mr. Lee Cheow Fui as Director Resolution 5
6. Re-appointment of Messrs Crowe Horwath as the Auditors of the Company Resolution 6
7. Payment of Directors fees for the fnancial year ended 31 December 2012 Resolution 7
8. Authority to allot shares Resolution 8
9. Renewal of Shareholders Mandate for Recurrent Related Party Transactions Resolution 9
10. Renewal of authority for Share Buy-Back Resolution 10
11. Retention of Y.Bhg. Datuk Azizan bin Abd Rahman as Independent
Non-Executive Director
Resolution 11
Please indicate with an X in the space provided whether you wish your votes to be cast for or against the resolutions. In the
absence of specifc direction, your proxy will vote or abstain as he thinks ft.
Signed this day of , 2013.
Signature of Shareholder/Common Seal
CDS Account No No. of shares held
Notes:
1. For purpose of determining who shall be entitled to attend this meeting in accordance with Article
68 of the Companys Articles of Association and Section 34(1) of the Securities Industry (Central
Depositories) Act, 1991, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd
to issue a General Meeting Record of Depositors as at 13 June 2013 and only Depositors whose
name appear on such Record of Depositors shall be entitled to attend the said meeting or appoint
proxies to attend and/or vote on his/her behalf.
2. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies
to attend and vote in his stead. Where a member appoints two proxies, the appointments shall
be invalid unless he specifes the proportion of his holdings to be represented by each proxy. A
proxy need not be a member of the Company but must attend the meeting in person to vote.
The instrument appointing the proxy shall be in writing. If the appointor is a corporation the
proxy appointed must be in accordance with the Memorandum and Articles of Association of
the corporation, and the instrument appointing a proxy shall be given under the corporations
common seal or under the hand of an offcer or attorney of the corporation duly authorised in that
behalf.
3. Where a member is an authorised nominee, as defned under the Securities Industry (Central
Depositories) Act 1991, it may appoint at least one (1) proxy but not more than two (2) proxies in
respect of each securities account it holds which is credited with ordinary shares of the Company.
The appointment of two (2) proxies in respect of any particular securities account shall be invalid
unless the authorized nominee specifes the proportion of its shareholding to be represented by
each proxy.
4. Where a member is an exempt authorised nominee (EAN), as defned under the Securities
Industry (Central Depositories) Act 1991 which holds ordinary shares in the company for multiple
benefcial owners in one securities account (omnibus account), there is no limit to the number of
proxies which the EAN may appoint in respect of each omnibus account it holds.
5. All forms of proxy must be deposited at the Companys Registered Offce at 6
th
Floor, Menara
Apex, Off Jalan Semenyih, Bukit Mewah, 43000 Kajang, Selangor Darul Ehsan, not less than forty-
eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.
6. Any alteration in this form must be properly signed by the member.
The Company Secretary
APEX EQUITY HOLDINGS BERHAD (208232-A)
6
th
Floor, Menara Apex, Off Jalan Semenyih
Bukit Mewah, 43000 Kajang
Selangor Darul Ehsan
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STAMP
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APEX EQUITY HOLDINGS BERHAD

net proft surged 42.1% to RM26.09 million from RM18.36 million

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