Acoustech Berhad (Company No.

496665-W)

Annual Report 2013

Acoustech Berhad (Company No.496665-W)

Tel : 03-2264 8888

Fax: 03-2282 2733

Annual Report 2013

Registered office
Level 18, The Gardens North Tower
Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur

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CONTENTS
02
Notice Of Annual General Meeting
07
Group Structure
08
Corporate Information
10
Chairmans Statement
12
Profile Of Directors
15
Audit Committee Report
18
Corporate Governance Statement
25
Other Information
26
Corporate Responsibility Statement
28
Statement Of Risk Management And Internal Control
32
Financial Statements
120
Analysis Of Shareholdings
122
List Of Properties
Proxy Form

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ACOUSTECH BERHAD (496665-W) ANNUAL REPORT 2013

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NOTICE OF
ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Fifteenth Annual General Meeting of the Company will be held at Crystal Room,
Level 1, Crystal Crown Hotel Harbour View, 217 Persiaran Raja Muda Musa, 42000 Port Klang, Selangor Darul Ehsan on
Thursday, 12 June 2014 at 11.30 a.m. for the following purposes:
1. To receive the Audited Financial Statements for the financial year ended 31 December 2013
and the Reports of the Directors and the Auditors thereon. (Please refer to Note No. 2)
2. To approve the payment of Directors Fees in respect of the financial year ended 31 December
2013.

Resolution 1

3. To re-elect the following Directors retiring in accordance with Article 103 of the Articles of
Association of the Company:
(a) Soon Kwai Choy
(b) Su Cheng Tao
4. To re-appoint Messrs BDO as the Auditors of the Company for the ensuing year and to authorise
the Directors to fix their remuneration.

Resolution 2
Resolution 3
Resolution 4

As Special Business
To consider and if thought fit, to pass the following as Special Resolution:
5. Proposed Amendment to the Articles of Association of the Company
THAT the proposed modifications, deletions and/or additions to the Articles of Association
of the Company as set out below be hereby approved:
No.

Existing Articles

139

Subject to, and in compliance with the requirements of the Exchange and the Act, a
copy of every balance sheet and profit and loss account which is to be laid before the
Company in general meeting (including every document required by law to be annexed
thereto) together with a copy of the Auditors Report relating thereto and of the
Directors report shall not more than six (6) months after the close of the financial
year and not less than twenty one (21) days before the date of the meeting be sent in
printed form or in compact disc read-only memory (CD-ROM) or digital versatile disc
read-only memory (DVD-ROM) format or in a format that may be developed in future
for the playback of images to every Member of, and every holder of debenture of the
Company and to every person who is entitled to receive notices from the Company
under the provisions of the Act or of these Articles. Provided that this Article shall not
require a copy of these documents to be sent to any person of whose address the
Company is not aware but any Member to whom a copy of these documents has not
been sent shall be entitled to receive a copy free of charge on application to the Office
of the Company.

Resolution 5

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NOTICE OF
ANNUAL GENERAL MEETING
(contd)

No.

Proposed Articles

139

Subject to, and in compliance with the requirements of the Exchange and the Act, a
copy of every balance sheet and profit and loss account which is to be laid before the
Company in general meeting (including every document required by law to be annexed
thereto) together with a copy of the Auditors Report relating thereto and of the
Directors report shall not less than twenty one (21) days before the date of the
meeting be sent in printed form or in electronic format or in a format that may be
developed in future for the playback of images to every Member of, and every holder
of debenture of the Company and to every person who is entitled to receive notices
from the Company under the provisions of the Act or of these Articles. Provided that
this Article shall not require a copy of these documents to be sent to any person of
whose address the Company is not aware but any Member to whom a copy of these
documents has not been sent shall be entitled to receive a copy free of charge on
application to the Office of the Company.

To consider and if thought fit, to pass the following as Ordinary Resolutions:

6. Re-Appointment of Dato Nik Abdul Aziz Bin Mohamed Kamil as a Director Pursuant to
Section 129(6) of the Companies Act, 1965

Resolution 6

THAT Dato Nik Abdul Aziz Bin Mohamed Kamil, being over the age of 70 years and retiring in
accordance with Section 129(2) of the Companies Act, 1965, be and is hereby re-appointed as
a Director of the Company and to hold office until the conclusion of the next Annual General
Meeting of the Company.
7. Re-Appointment of Dato Chen Po Hsiung as a Director Pursuant to Section 129(6) of the
Companies Act, 1965

Resolution 7

THAT Dato Chen Po Hsiung, being over the age of 70 years and retiring in accordance with
Section 129(2) of the Companies Act, 1965, be and is hereby re-appointed as a Director of the
Company and to hold office until the conclusion of the next Annual General Meeting of the
Company.
8. Authority to Allot and Issue Shares Pursuant to Section 132D of the Companies Act, 1965
THAT pursuant to Section 132D of the Companies Act, 1965 and approvals from Bursa Malaysia
for the listing of and quotation for the additional shares so issued and other relevant
authorities, where approval is necessary, authority be and is hereby given to the Directors to
allot and issue shares in the Company at any time upon such terms and conditions and for such
purposes as the Directors may in their absolute discretion deem fit provided always that the
aggregate number of shares to be issued shall not exceed 10% of the issued share capital of
the Company at any point of time AND THAT such authority shall continue to be in force until
the conclusion of the next Annual General Meeting of the Company.

Resolution 8

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NOTICE OF
ANNUAL GENERAL MEETING
(contd)

9. Proposed Renewal of Shareholders Mandate for Recurrent Related Party Transactions of

a Revenue or Trading Nature

Resolution 9

THAT approval be and is hereby given for the renewal of the Shareholders Mandate for the
Acoustech Berhad Group of Companies to enter into any category of recurrent transactions of
a revenue or trading nature falling within the types of transactions as set out in Section 3.3
in the Circular to Shareholders dated 20 May 2014 with the related parties falling within the
classes of persons set out in Section 3.2 in the Circular which are necessary for day-to-day
operations and are carried out in the ordinary course of business on terms which are not more
favorable to the related parties than those generally available to the public and are not to
the detriment of minority shareholders;
THAT the authority conferred by such mandate shall commence upon the passing of this
resolution and continue to be in force until;(a) the conclusion of the next Annual General Meeting (AGM) of the Company at which time
the mandate will lapse, unless by a resolution passed at the next AGM, the mandate is
renewed; or
(b) the expiration of the period within which the next AGM of the Company is required to be
held pursuant to Section 143(1) of the Act (but must not extend to such extension as may
be allowed pursuant to Section 143(2) of the Act); or
(c) revoked or varied by resolution passed by the shareholders in general meeting.
whichever is earlier;
AND THAT the Directors be and are hereby authorised to complete and do all such acts and
things including executing such documents as may be required to give effect to the
transactions contemplated and/or authorised by this mandate.
10. Proposed Renewal of the Authority for Share Buy-Back
THAT subject to the Companies Act, 1965 (Act), the Main Market Listing Requirements of
Bursa Malaysia Securities Berhad and the approval of all relevant governmental and/or
regulatory authorities, the Company be and is authorized to purchase such number of ordinary
shares of RM0.50 each in the Company (Proposed of Share Buy Backs) as may be determined
by the Board from time to time on Bursa Malaysia Securities Berhad upon such terms and
conditions as the Board may deem fit and expedient in the interest of the Company provided
that the aggregate number of shares purchased pursuant to this resolution does not exceed
ten percent (10%) of the issued and paid-up share capital of the Company and an amount not
exceeding the total retained earnings of RM43,275,067 and share premium account of
RM7,342,201 based on the latest audited accounts of the Company as at 31 December 2013,
be allocated by the Company for the Proposed Share Buy-Backs.
THAT such authority shall commence upon the passing of this resolution and shall remain 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.
THAT authority be and is hereby given to the Directors of the Company to decide in their
discretion to retain the ordinary shares in the Company so purchased by the Company as
treasury shares and/or cancel them and/or resell the treasury shares or distribute them as
share dividend and/or subsequently cancel them.

Resolution 10

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NOTICE OF
ANNUAL GENERAL MEETING
(contd)

AND THAT authority be and is hereby given to the Directors of the Company to take all such
steps as are necessary (including executing all such documents as may be required) and to
enter into any agreements and arrangements with any party or parties to implement, finalise
and give full effect to the aforesaid with full powers to assent to any conditions, modifications,
variations and/or amendments (if any) as may be imposed by the relevant authorities and to
do all such acts and things as the Directors may deem fit and expedient in the interest of the
Company.
11. Retention of Independent Directors in accordance with Recommendation 3.3 of the
Malaysian Code on Corporate Governance 2012
THAT the following Independent Directors who have served in the Company for more than
nine years be hereby retained as Independent Directors and to hold office until the next Annual
General Meeting:i) Dato Nik Abdul Aziz Bin Mohamed Kamil
ii) Soon Kwai Choy
iii) Leong Ngai Seng
12. To transact any other business of the Company of which due notice shall have been given.

By Order of the Board

LIM HOOI MOOI (MAICSA 0799764)
WONG WAI FOONG (MAICSA 7001358)
Joint Company Secretaries
Kuala Lumpur
20 May 2014
NOTES
1.

Appointment of Proxy
*
*

*
*

A Member of the Company who is entitled to attend and vote at the meeting may appoint not more
than two (2) proxies to attend and vote instead of him.
A Member of the Company who is an authorised nominee as defined in the Securities Industry (Central
Depositories) Act, 1991 (SICDA) may appoint not more than two (2) proxies in respect of each
securities account it holds in ordinary shares of the Company standing to the credit of the said
securities account.
A Member of the Company who is an exempt authorised nominee which holds ordinary shares in the
Company for multiple beneficial owners in one (1) securities account (omnibus account), there is
no limit to the number of proxies which the exempt authorised nominee may appoint in respect of
each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee
defined under SICDA which is exempted from compliance with the provisions of subsection 25A(1) of
SICDA.
Where a Member or the authorized nominee appoints two (2) proxies, or where an exempt authorized
nominee appoints two (2) or more proxies, the proportion of shareholdings to be represented by
each proxy must be specified in the instrument appointing the proxies.
A proxy need not be a Member of the Company. A proxy appointed to attend and vote shall have the
same rights as the Member to speak at the meeting.
The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney
duly authorised in writing, or if the appointer is a corporation, either under its common seal or in
some other manner approved by its Directors.

Resolution 11
Resolution 12
Resolution 13

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NOTICE OF
ANNUAL GENERAL MEETING
(contd)

2.

The instrument of proxy must be deposited at the Companys Registered Office at Level 18, The Gardens North Tower, Mid
Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur at least forty-eight hours before the time appointed for holding the
meeting.
For the purpose of determining a Member who shall be entitled to attend and vote at the meeting, the Company shall be
requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company a Record of Depositors as at 6 June 2014
and only a depositor whose name appears on the Record of Depositors shall be entitled to attend the meeting or appoint
proxies to attend and vote in his stead.

Agenda No. 1
This item of the Agenda is meant for discussion only. The provisions of Section 169 of the Companies Act, 1965 require that the
audited financial statements and the Reports of the Directors and Auditors thereon be laid before the Company at its Annual
General Meeting. As such this Agenda item is not a business which requires a resolution to be put to vote by shareholders.

3.

Explanatory Notes on Special Businesses

Resolution No. 5
The proposed amendment to the Articles of Association of the Company bring the Articles of Association of the Company in line
with the amendments to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
Resolution No. 6 and No. 7
Pursuant to Section 129(6) of the Companies Act, 1965, the proposed Resolution No. 6 and No. 7 are to seek shareholders
approval on the re-appointment of Directors who are over the age of 70 years.
Resolution No. 8
The proposed Resolution No. 8, seeking a renewal of the general mandate is to provide flexibility to the Company to issue new
securities without the need to convene separate general meeting to obtain its shareholders approval so as to avoid incurring
additional cost and time. The purpose of this general mandate is for possible fund raising exercise including but not limited to
further placement of shares for purpose of funding current and/ or future investment projects, working capital, repayment of
bank borrowings, acquisitions and/or for issuance of shares as settlement of purchase consideration. Should the mandate be
exercised, the Directors will utilize the proceeds raised for working capital or such other applications they may in their absolute
discretion deem fit. As at the date of the Notice, the Company has not issued any new shares under this general mandate.
Resolution No. 9
For further information, please refer to the Circular to Shareholders dated 20 May 2014 accompanying the Companys Annual
Report for the financial year ended 31 December 2013.
Resolution No. 10
The proposed Resolution No. 10, if passed will empower the Directors of the Company to purchase up to 10% of the issued and
paid-up share capital of the Company by utilizing the funds allocated which shall not exceed the retained profits and share
premium account of the Company. This authority, unless revoked or varied at a general meeting will expire at the conclusion
of the next Annual General Meeting of the Company.
Resolution No. 11 to No. 13
The proposed Resolutions No. 11 to No. 13 is to seek shareholders approval on the retention of Directors who have served as
Independent Directors for more than nine years in the Company.

Statement Accompanying Notice of Annual General Meeting

There is no person seeking election as director of the Company at this Annual General Meeting.

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GROUP
STRUCTURE

Formosa Prosonic
Technics Sdn Bhd
100%

Aerotronic
Sdn Bhd
58.19%

Formosa Prosonic
Chemicals Sdn Bhd
100%

Formosa Prosonic
Equipment Sdn Bhd
75%

Elkay Pacific Rim

(Malaysia)
Sdn Bhd
50%

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CORPORATE
INFORMATION

BOARD OF DIRECTORS
Chang Song Hai
Chairman, Non-Independent Non-Executive Director

Su Cheng Tao
Managing Director

Dato Nik Abdul Aziz Bin Mohamed Kamil

Independent Non-Executive Director

Dato Chen Po Hsiung

Executive Director

Leong Ngai Seng

Senior Independent Non-Executive Director

Shih Chao Yuan

Non-Independent Non-Executive Director

Soon Kwai Choy

Independent Non-Executive Director

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CORPORATE
INFORMATION
(contd)

AUDIT COMMITTEE

REGISTERED OFFICE

Soon Kwai Choy

Chairman, Independent Non-Executive Director

Level 18, The Gardens North Tower

Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur
Tel : 03-2264 8888
Fax: 03-2282 2733

Dato Nik Abdul Aziz Bin Mohamed Kamil

Independent Non-Executive Director
Leong Ngai Seng
Senior Independent Non-Executive Director

SHARE REGISTRAR

Chang Song Hai

Non-Independent Non-Executive Director

Tricor Investor Services Sdn Bhd

Level 17, The Gardens North Tower
Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur
Tel : 03-2264 3883
Fax: 03-2282 1886

Soon Kwai Choy

Independent Non-Executive Director

PRINCIPAL PLACE OF BUSINESS

NOMINATION COMMITTEE

Leong Ngai Seng

Chairman, Senior Independent Non-Executive Director

REMUNERATION COMMITTEE

Chang Song Hai

Chairman, Non-Independent Non-Executive Director
Leong Ngai Seng
Senior Independent Non-Executive Director
Dato Nik Abdul Aziz Bin Mohamed Kamil
Independent Non-Executive Director

No. 2, Jalan 1
Bandar Sultan Suleiman
Taiwanese Industrial Park
42000 Port Klang
Selangor Darul Ehsan
Tel : 03-3176 1145
Fax: 03-3176 2003

PRINCIPAL BANKERS

COMPANY SECRETARIES

RHB Bank Berhad

CIMB Bank Berhad
Citibank Berhad

Lim Hooi Mooi

MAICSA 0799764

STOCK EXCHANGE LISTING

Wong Wai Foong

MAICSA 7001358

Main Market of Bursa Malaysia Securities Berhad

WEBSITE
AUDITORS

www.acoustech.com.my

BDO (AF : 0206)

Chartered Accountants
12th Floor, Menara Uni.Asia
1008 Jalan Sultan Ismail
50250 Kuala Lumpur

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CHAIRMANS
STATEMENT

DEAR
SHAREHOLDERS,
On behalf of the Board of Directors of Acoustech Berhad,
I wish to present you the Annual Report and Audited Financial
Statements of the Group and the Company for the financial
year ended 31 December 2013.

The Audio division registered 28% lower revenue to RM190.4

million in FY2013 compared to RM263.1 million in the prior
year. The lower revenue was attributable to slowdown in
orders from some customers as well as lower unit sale price
as a result of intense competition. Economies uncertainties
in the emerging markets had resulted in lower international
trade which in turn had dampened demand of the Groups
products.
Revenue of the Electrical Equipment division dropped 16% to
RM35.2 million mainly due to a slowdown in demand. The
higher operating profit was mainly due to favourable foreign
exchange rate. The performance of Chemical Paint division
continued to be depressed by low revenue and rising
operating costs. Its revenue dropped to RM11.3 million from
RM11.9 million which has resulted in an operating loss.

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CHAIRMANS
STATEMENT
(contd)

The Groups revenue of RM236.9 million for the

FY2013 was 25% lower compared to RM316.8
million in the prior year. Gross profit margin
deteriorated to 7.2% in the FY2013 from 9.4%
in the prior year. As a result, profit attributable
to shareholders decreased to RM0.8 million
from RM10.7 million. This translated into lower
earnings per share of 0.5 sen compared to 6.2
sen for the previous financial year.
During the FY2013, the Group generated cash
from operations of RM23.6 million. The Group
ended the financial year with a healthy balance
sheet. The Group is debt free and has cash and
cash equivalents (inclusive of short term funds)
of RM77.7 million compared to RM60.8 million
at the beginning of the year. Turnover for trade
receivables and inventories stood at 81 days
and 30 days respectively, which were within
normal trade terms, compared to 86 days and
31 days at the end of the last financial year.

Outlook
Overall, the Group faces a challenging FY2014 and will strive to
achieve profitable results.

Dividends
The Directors had declared a special single tier dividend of 20.0 sen
per ordinary shares of RM0.50 each for the financial year ending
2014. The dividend was paid on 14 May 2014 to those shareholders
whose names are registered in the Record of Depositors of the
Company as at the close of business on 28 April 2014.

Appreciation
In closing, I would like to express my appreciation to my fellow
board members, business partners, suppliers, business associates,
staff and shareholders for their constant support.

Thank you.
Chang Song Hai
Chairman
20 May 2014
Kuala Lumpur, Malaysia

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PROFILE OF
DIRECTORS

CHANG SONG HAI

Taiwanese, aged 68, Non-Executive Chairman, was appointed to the Board of
Acoustech on 22 September 2001. Mr. Chang had been involved in the plastic
moulding industry for more than 43 years. Since 1968, he has been the
Executive Chairman of Song Hai Plastic Industrial Co. Ltd., Taiwan, a company
involved in the plastic moulding business. Mr. Chang is the Chairman of
Remuneration Committee and a Member of Nomination Committee of the
Company.
Mr. Chang holds directly 400,000 ordinary shares or 0.24% interest in the
Company. Mr. Chang is a Non-Independent Director as he is a major
shareholder of Formosa Prosonic Industries Berhad (FPIB), whose wholly owned
subsidiary Formosa Prosonic Manufacturing Sdn Bhd holds 46,442,474 ordinary
shares or 27.56% interest in the Company.

SU CHENG TAO
Taiwanese, aged 68, Managing Director, was appointed to the Board of
Acoustech Berhad on 18 September 2001. Mr. Su holds a Diploma in Mechanical
Engineering and he has more than 36 years of experience in the manufacturing
industry. He started his career with Capetronics Group in Taiwan where he
served for more than 11 years, gaining experience and expertise in
manufacturing plastic components.
Mr. Su joined Formosa Prosonic Industries Berhad Group in 1988 where he
served, as a General Manager in Formosa Prosonic Manufacturing Sdn Bhd until
he left 2001 to join Acoustech.
Mr. Su holds directly 1,505,956 ordinary shares or 0.89% interest in the Company.

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PROFILE OF
DIRECTORS
(contd)

DATO NIK ABDUL AZIZ BIN MOHAMED KAMIL

Malaysian, aged 70, Independent Non-Executive Director, was appointed to
the Board of Acoustech Berhad on 3 September 2001. Dato Nik graduated
from Universiti Malaya with a Bachelor of Arts Degree, Middlesex University,
London with a Postgraduate Diploma in Personnel Management and Asian
Institute of Management, Philippines with a Master in Management. He also
attended the Senior Executive Program at the London Business School.
Dato Nik has over 40 years of working experience in the human resource
management/industry with attachments ranging from Petroleum Nasional
Berhad (PETRONAS), Malaysian LNG Sdn Bhd, Bank Bumiputra Malaysia Berhad,
Rothmants of Pall Mall (Malaysia) Sdn Bhd and the National Electricity Board.
In 1997 he set up his own business, NA & Associates Sdn Bhd, a company
involved in human resource training and skills management.
Dato Nik is a Member of both the Audit and Remuneration Committee of the
Company. Dato Nik does not hold any shares in the Company or its subsidiaries.

DATO CHEN PO HSIUNG

Taiwanese, aged 70, Executive Director, was appointed to the Board of
Acoustech Berhad on 3 September 2001. Dato Chen obtained a Diploma in
Mechanical Engineering from Air Asia Jet Engine Training Center, Taiwan in
1971. Upon his graduation in 1971, Dato Chen joined Air Asia (Aircraft Co.) as
a Technician. In 1980, he joined Great Century Paints Co. Ltd as a General
Manager until his resignation in 1991. Dato Chen was appointed as the General
Manager of Formosa Prosonic Chemicals Sdn Bhd (FPC) in 1991 where his
experience in the aircraft industry as well as in the chemical industry has
contributed to the success story of FPC.
Dato Chen manages the daily operations of FPC. Dato Chen holds directly
7,209,876 ordinary shares or 4.28% interest in the Company and is deemed
interested in 265,846 ordinary shares held by his spouse.

LEONG NGAI SENG

Malaysian, aged 42, Senior Independent Non-Executive Director, was appointed
to the Board of Acoustech Berhad on 25 February 2002. He obtained his Law
Degree and Commerce Degree LLB (Hons) B. Comm. from University of
Melbourne and became a member of the Malaysian Bar in 1997. He was
formerly an Assistant Vice-President in the Corporate Finance Department of
a leading merchant bank in Malaysia. Mr. Leong is currently a partner in his
own law firm.
Mr. Leong is the Chairman of Nomination Committee and a Member of Audit
Committee and Remuneration Committee of the Company. Mr. Leong holds
directly 300,000 ordinary shares or 0.18% interest in the Company.

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PROFILE OF
DIRECTORS
(contd)

SHIH CHAO YUAN

Taiwanese, aged 58, Non-Independent Non-Executive Director, was appointed
to the Board of Acoustech Berhad on 25 February 2003. He holds a Master
Degree in Management Science from Taiwan National Chiao Tung University.
Prior to coming to Malaysia he was the assistant to the President of Friendship
Corporation in Taiwan and was actively involved in the management and
affairs of Friendship Corporation gaining experience and in-depth knowledge
of speaker systems operations. In 1986 Mr. Shih came to Malaysia to set up
Formosa Prosonic Industries Sdn Bhd which has since listed on the Bursa
Malaysia Securities Berhad.
Mr. Shih is currently the Group Managing Director of the Formosa Prosonic
Industries Berhad (FPIB) Group of Companies. Mr. Shih holds directly 1,854,290
ordinary shares or 1.10% interest in the Company and is deemed interested in
1,440,000 ordinary shares held by his spouse. As a representative of FPIB,
Mr. Shih is deemed to have an interest in 46,442,474 ordinary shares or 27.56%
stake in the Company to the extent the Formosa Prosonic Industries Berhad
Group has an interest in Acoustech Berhad.

SOON KWAI CHOY

Malaysian, aged 63 Independent Non-Executive Director was appointed to the
Board of Acoustech Berhad on 3 September 2001. He has held several senior
positions in various major Malaysian corporations and was admitted as a
member of the Association of Chartered Certified Accountants (ACCA) (UK) in
1979 and a member of the Malaysian Institute of Accountants (MIA) since 1980.
He was the Past President of the Confederation of Asian and Pacific
Accountants and former Vice-President of MIA. He sat in the International
Council of the ACCA headquarters in London, United Kingdom from 1996-2008.
He was awarded an honorary CPA by the Chinese Government in 1996.
Mr. Soon is the Chairman of the Audit Committee of the Company and a
member of the Nomination Committee. Mr. Soon holds directly 400,000
ordinary shares or 0.24% interest in the Company and is deemed interested in
610,000 ordinary shares held by his spouse.

NOTES:
Family Relationship
None of Directors have any family relationship with any other director and/or major shareholder of the Company.
Conflict of Interest
The Company and/or its subsidiaries have entered into recurrent related party transactions of a revenue or trading nature with the Formosa Industries
Berhad Group of Companies (FPIB Group) in which the Directors of the Company, namely Mr. Shih Chao Yuan and Mr. Chang Song Hai have interests.
By virtue of their interest, they are deemed to be interested in the recurrent related party transactions entered with the FPIB Group.
Save for the above, none of the Directors have any conflict of interest with the Company.
Conviction For Offences
None of the Directors has been convicted for any offences within the past ten (10) years.

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AUDIT
COMMITTEE REPORT

THE BOARD OF DIRECTORS (the Board) of Acoustech Berhad (the Company) is pleased to present the report of
the Audit Committee for the financial year ended 31 December 2013.
Chairman
Soon Kwai Choy
Independent Non-Executive Director
Members
Dato Nik Abdul Aziz Bin Mohamed Kamil
Independent Non-Executive Director
Leong Ngai Seng
Senior Independent Non-Executive Director

TERMS OF REFERENCE
Constitution
The Audit Committee was constituted per resolution of the Board on 4 September 2001 and its terms of reference are
consistent with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (the Exchange).
Authority

The Audit Committee is authorised by the Board to investigate any activity within its terms of reference.
It has unlimited access to all information relevant to its activities.
It is authorised by the Board to obtain legal or other professional advice if it deems necessary.

COMPOSITION

The Audit Committee shall comprise at least 3 directors all of which must be non-executive directors with a
majority of them being independent directors;
Alternate director shall not be appointed as members of the Audit Committee;
At least one member of the Audit committee shall be a member of the Malaysian Institute of Accountants or a
person who fulfills the specific requirements as prescribed or approved by the Exchange.
In the event of any vacancy in the Audit Committee resulting in the non-compliance of the Exchanges Listing
Requirements, the vacancy shall be filled within 3 months.
The members of the Audit Committee shall elect a chairman from among their number who shall be an independent
director.
Members of the Committee shall serve for a period of two years and then retire from office but shall be eligible for reappointment.