Minutes of General Meetings
(Company No. 3116-K)
Minutes of the 69th Annual General Meeting of the Shareholders of the Company held in a Fully Virtual Manner via Remote Participation and Voting Facilities (“RPV”) through Live Streaming from the Broadcast Venue at 29th Floor, Menara JKG, No. 282, Jalan Raja Laut, 50350 Kuala Lumpur, Malaysia on Friday, 6 September 2024 at 11:00 a.m.
Present
Board of Directors:
Tan Sri Dato’ Tan Hua Choon (Chairman, Non-Independent Non-Executive Director)
Dato’ Thor Poh Seng (Non-Independent Non-Executive Director)
Mr Teh Kay Yeong (Independent Non-Executive Director)
Tuan Haji Azizzuddin Bin Haji Hussein (Independent Non-Executive Director)
Dato’ Teo Ker-Wei (Executive Director)
Ms Lim Lai Sam (Non-Independent Non-Executive Director)
Members/Proxies:
(As per attendance recorded via RPV)
By Invitation
Auditors:
-Messrs Baker Tilly Monteiro Heng
Mr Jason Wong Yew Ming
Ms Tan Zsu Wei
Ms Nicole Tan
Finance Personnel:
Ms Lee Mei Chin
Mr Aaron Wong Hoe Yeen
Poll Administrator:
-Tricor Investor & Issuing House Services
Ms Lee Siew Li
Scrutineer:
Mr Pang Harn Jiunn
In Attendance
Company Secretary:
Ms Loh Poh Wah
CHAIRMAN OF MEETING
Dato’ Thor Poh Seng presided over the Meeting and he welcomed all who were present at the 69th Annual General Meeting (“69th AGM”) of the Company. Dato’ Thor informed the shareholders that he was requested by Tan Sri Dato’ Tan Hua Choon, Chairman of the Board, to chair the Meeting on his behalf.
QUORUM
The requisite quorum being present, Chairman of the Meeting (“the Chairman”) declared that the Meeting could proceed to business.
NOTICE OF MEETING
On the proposal of the Chairman and with the permission of the shareholders present, the notice convening the Meeting having been despatched to the members on 31 July 2024 was taken as read.
Procedures to be followed in tabling of resolutions
The Chairman briefed the shareholders that pursuant to the Main Market Listing Requirements, resolutions set out in notice of general meetings, were required to be voted by way of poll.
The shareholders were also briefed regarding the procedures to be followed in the tabling and approach of resolutions at the Meeting. The shareholders were informed that Tricor Investor & Issuing House Services Sdn Bhd (“Tricor”) had been appointed as the Poll Administrator of the Meeting, and that Mr Yap Thiam Leong, a member of the Association of Chartered Certified Accountants, had been appointed as the Scrutineer to scrutinize the polling process and to validate the votes cast at the Meeting.
A “Questions & Answers” session (“Q&A Session”) was held after all the resolutions set out in the agenda were tabled. The shareholders posed their questions via the Query Box provided by the Remote Participation and Voting Facilities (“RPV”) created by Tricor. After all the items in the agenda and questions raised have been dealt with, all the six (6) Ordinary Resolutions were put to vote by way of poll, and the members present cast their respective votes via the RPV.
AGENDA ITEM 1
– AUDITED FINANCIAL STATEMENTS OF THE GROUP AND THE COMPANY FOR THE FINANCIAL YEAR ENDED 31 MARCH 2024 AND THE DIRECTORS’ AND AUDITORS’ REPORTS THEREON
The audited financial statements of the Group and the Company for the financial year ended 31 March 2024, together with the Reports of the Directors and Auditors thereon, which have been circulated to the shareholders on 31 July 2024 were tabled at the meeting for discussion.
It was noted that pursuant to Sections 248(2) and 340(1)(a) of the Companies Act 2016, the audited financial statements did not require formal approval of shareholders and hence, no voting was required on the item.
Questions were raised relating to this agenda item which were addressed during the Q&A session as summarized on pages 4 to 10 of these Minutes.
AGENDA ITEM 2
– RE‑ELECTION OF DIRECTORS RETIRING IN ACCORDANCE WITH ARTICLE 98 OF THE COMPANY’S CONSTITUTION
The Chairman informed the shareholders present that in accordance with Article 98 of the Company’s Constitution, two (2) Directors were due for retirement by rotation at the meeting and they were eligible for re-election.
(ORDINARY RESOLUTION 1)
– RE‑ELECTION OF TAN SRI DATO’ TAN HUA CHOON
The Chairman put to the meeting, the following motion for consideration:
“THAT Tan Sri Dato’ Tan Hua Choon retiring pursuant to Article 98 of the Company’s Constitution, be re‑elected as a Director of the Company.”
The above motion was subsequently put to the Meeting for voting by poll. No question was raised relating to this proposed resolution.
(ORDINARY RESOLUTION 2)
– RE‑ELECTION OF MR TEH KAY YEONG
The Chairman put to the Meeting, the following motion for consideration:-
“THAT Mr Teh Kay Yeong retiring pursuant to Article 98 of the Company’s Constitution, be re-elected as a Director of the Company.”
The above motion was subsequently put to the Meeting for voting by poll. No question was raised relating to this proposed resolution.
AGENDA ITEM 3
(ORDINARY RESOLUTION 3)
– RE-APPOINTMENT OF MESSRS BAKER TILLY MONTEIRO HENG AS AUDITORS OF THE COMPANY
The shareholders were informed that Messrs Baker Tilly Monteiro Heng had indicated their willingness and consent to accept re-appointment as Auditors of the Company and to hold office until the conclusion of the next Annual General Meeting at a remuneration to be fixed by the Board of Directors.
The Chairman put the following motion to the Meeting for consideration:
“THAT Messrs Baker Tilly Monteiro Heng be re-appointed as Auditors of the Company until the conclusion of the next Annual General Meeting of the Company and that their remuneration be fixed by the Directors.”
The above motion was subsequently put to the Meeting for voting by poll. No question was raised relating to this proposed resolution.
AGENDA ITEM 4
(ORDINARY RESOLUTION 4)
– DIRECTORS’ FEES FOR THE FINANCIAL YEAR ENDED 31 MARCH 2024
The Chairman informed that the Directors’ fees amounting to RM178,000 were proposed to be paid to the Non-Executive Directors of the Company who had served the office during the financial year ended 31 March 2024. He then put the following motion to the Meeting for consideration:
“THAT the Directors’ fees of RM178,000 in respect of the financial year ended 31 March 2024, be approved for payment.”
The above motion was subsequently put to the Meeting for voting by poll. No question was raised relating to this proposed resolution.
AGENDA ITEM 5(a) – SPECIAL BUSINESS
(ORDINARY RESOLUTION 5)
– PROPOSED RETENTION OF TUAN HAJI AZIZZUDDIN BIN HAJI HUSSEIN AS INDEPENDENT NON-EXECUTIVE DIRECTOR
The Chairman put to the Meeting, the following motion for consideration:-
“THAT Tuan Haji Azizzuddin Bin Haji Hussein, a Director who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than 9 years, be retained as an Independent Non-Executive Director of the Company.”
The above motion was subsequently put to the Meeting for voting by poll. No question was raised relating to this proposed resolution.
AGENDA ITEM 5(b) – SPECIAL BUSINESS
(ORDINARY RESOLUTION 6)
– PROPOSED RETENTION OF MR TEH KAY YEONG AS INDEPENDENT NON-EXECUTIVE DIRECTOR
The Chairman put to the Meeting, the following motion for consideration:-
“THAT Mr Teh Kay Yeong, a Director who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than 9 years, be retained as an Independent Non-Executive Director of the Company.”
The above motion was subsequently put to the Meeting for voting by poll. Save for comment received from the Minority Shareholders Watch Group (“MSWG“) as set out in Page 9 of these Minutes, no question was raised relating to this proposed resolution.
OTHER BUSINESS
The Chairman informed the shareholders that the Secretary had confirmed that the Company had not received any notice of other ordinary business.
Q&A SESSION
The Chairman informed that the Company had on 30 August 2024, received a letter from the MSWG who raised some points/questions to be answered at the 69th AGM. The points/questions raised by MSWG, together with respective responses from the Board were projected on the live streaming video screen for shareholders’ information. The Chairman also read out the said points/questions and responses from the Board as follows (“MSWG Q&A“):
Points raised by MSWG on Operations & Financial Matters
Operational & Financial Matters
Point No. (1): For FYE2024, the Group experienced a 32% increase in revenue compared to FYE2023, from RM21.62 million to RM28.49 million. The Profit before tax (PBT) also increased from RM21.04 million in the previous financial year to RM24.09 million in FYE2024. This increase in profit can be attributed primarily to the change in the financial year end in the previous year (Page 17 of the 2024 Annual Report/ 2024AR).
FCW’s PBT in FYE2024 was mainly from the contribution of share of joint venture results, net of tax, which amounted to RM22.82 million. Before incorporating the share of joint venture results, FCW recorded an operating loss of RM1.46 million in FYE2024 (9-month FYE2023: Operating loss of RM0.67 million) (Page 72 of 2024AR).
Question: How do the Board and management intend to address this operational loss? What measures are being taken by the top levels to drive the operation to profitability?
Our response
As shown in Page 71 of 2024 AR, the operating loss of RM1.46 million excluded the Finance Income of RM2.808 million. Other than Coscolab Sdn. Bhd., a 100% subsidiary involved in the contract manufacturing of personal care products, the Group primarily engages in investment holding activities, hence the Finance Income should be treated as part of the operating income. With the inclusion of the Finance Income of RM2.808 million, the Group was operationally profitable in both FY 2023 and FY2024. Additionally, there were non-recurring expenses included in FY 2024, such as professional and valuation fees incurred for the land acquisition by the Group.
Point No. (2): For the next financial year, Coscolab Sdn. Bhd. (FCW’s wholly-owned subsidiary) will continue to innovate, research, develop, and formulate various personal care products using modern biotechnology. The management will continue to expand further into both local and export markets, focusing primarily on ASEAN countries such as Indonesia, Myanmar, Singapore, Vietnam, and Australia (Page 19 of 2024AR).
Question (a): In the next two financial years, how much capital will be allocated for innovation, research and development, and formulation of various personal care products using biotechnology? Have there been any breakthrough results for these initiatives to date? If so, what are they?
Our response
No additional capital has been allocated as Coscolab is utilising its existing R&D team to explore new materials which are produced using biotechnology to be incorporated into the new formulations, based on their functional efficacy. Currently we are still testing some new products and once the efficacy and efficiency for these products are thoroughly tested in our internal and external labs, we shall recommend such products to our customers.
Question (b): What are the current market trends and local and overseas consumer demand for the products manufactured by FCW?
Our response
Based on current market conditions in Malaysia and its neighbouring South East Asian countries, current market trends are towards more cost effective products for anti-aging, skin lightening, and halal-certified products.
Question (c): Of the abovementioned markets, which markets in ASEAN do the Group intend to prioritise for further expansion in FYE2025, and why are these markets?
Our response
Our core market will still be in Malaysia and we plan to tap into other ASEAN countries which market demand and trend are similar to our product range in Malaysia, especially the halal products market.
Point No. (3): Manufacturing Capacity and Utilisation Rate
Question (a): What is the Group’s previous manufacturing capacity and with the investment in a vertical form fill seal (VFFS) automatic machine for hair colour product in sachet/bag form (Page 19 of 2024AR), to what extent the capacity has been expanded, which is offered by VFFS machine to date?
Our response
Our previous capacity was about 2.2 million units/month and this has been expanded to about 2.4 million units/month, with the addition of the VFFS automatic sealer machine.
Question (b): What is the Group’s previous and current manufacturing capacity utilisation rate? Does the Group expect the utilisation rate to improve in FYE2025? What is the targeted utilisation rate for FYE2025?
Our response
Our utilisation rate for the previous year was 53.40% and for the current year is 54.30%. We expect the utilisation rate to improve further and we have set an ambitious utilisation rate target of 70% for year 2025.
Point No. (4): Property Development
Question (a): Currently, the Savvy, which consists of 921 residential units, is nearing completion and FCW is targeting to commence delivery of vacant possession to buyers in the last quarter of 2024 (Page 18 of 2024AR).
What is the progress of the Savvy? Is the targeted timeframe for commencing delivery of vacant possession to buyers on schedule? What is the probability of delaying the delivery of the vacant possession to buyers?
Our response
The development progress for the Savvy is on schedule and barring any unforeseen circumstances, we anticipate the issuance of CCC (Certificate of Completion and Compliance) by end of September 2024 followed by the delivery of vacant possession to buyers commencing from October of 2024.
Question (b): With the recent proposed acquisition of leasehold land in Mukim Setapak (Page 18 of 2024AR), what is FCW’s current land bank size?
Our response
With the recent acquisition of leasehold land in Mukim Setapak, the size of our current land bank in Setapak has increased to approximately 11.9 acres. We also have a smaller piece of vacant land in Sungai Petani, Kedah of approximately 3.5 acres. We are in the midst of planning for development for the Setapak land.
Sustainability Matters
Point No. (5): Customer Satisfaction and Engagement
The customer survey is carried out on a yearly basis to assess customers’ satisfaction. Throughout FYE2023 & FYE2024, FCW received an overall customer satisfaction score of 80% consistently. The survey enables it to track its relationship with customers and allows it to identify areas for improvement (Page 30 of 2024AR).
Question (a): What were the most pertinent questions and coverage areas included in the customer survey carried out by FCW in FYE2023 & FYE2024?
Our response:
The most pertinent questions and coverage areas are mainly on 3 criteria: Customer Service, Timely Product Delivery and Product Quality.
Question (b): What are the areas of improvement identified by FCW post-customer survey and measures taken by FCW for improvements, and are these areas already improved?
Our response:
We have identified that customer service and timely delivery are areas that needed improvement, hence we have taken some measures to improve these areas namely:
On Customer service
– to engage more frequently with customers via meetings, whether online or offline.
– to share information with customers on new products and trends and to solicit for feedbacks.
On Delivery
– to have our Planning Department to be more proactive in communicating with the customers on the production schedule.
– to identify alternative and/or additional suppliers to address the late deliveries caused by existing suppliers.
Point No. (6): Health & Safety
In FY2024, Coscolab Sdn. Bhd. recorded one (1) case of minor incident. This incident had resulted in an injury to one (1) warehouse staff, requiring 3 days of sick leave.
| Financial Year | 2024 | 2023 | 2022 |
| Year End | March-2024 | March-2023 | June-2022 |
| Number of work-related incidents | |||
| Major incident | 0 | 0 | 0 |
| Minor incident | 1 | 0 | 0 |
| Lost time incident rate (“LTIR”) | 21.8 | 0 | 0 |
| Fatality rate | 0 | 0 | 0 |
(Page 40 of 2024AR)
Question: What was the detail of the incident? What measures has Coscolab Sdn. Bhd. taken to ensure this does not occur again?
Our response:
This involved a worker knocked by a reversing forklift while walking behind the forklift. The accident has resulted in the worker sustaining a minor injury.
To prevent such incidents from happening again, we have conducted and will conduct more frequently Safety briefings on the do and don’t in the factory working environment, safety awareness of the surroundings and proper operation and handling of factory equipment including forklifts.
Point No. (7): Environment Sustainable Practices
FCW is in the process of preparing ISO 14001 certification, an international standard that outlines requirements for an environmental management system. It aims to improve its environmental performance by promoting efficient resource use and waste reduction, increasing energy efficiency, and ultimately gaining a competitive advantage and elevated trust of its stakeholders (Page 19 of 2024AR).
Question (a): What progress has been made in preparing for ISO 14001 certification? Is FCW currently facing any problems preparing for the certification? If so, how does FCW plan to address this?
Our response:
We have commenced the process in June-2024 and we are currently in the midst of attending all the required trainings and preparing the necessary documents to meet the ISO requirement. There has been no major problem so far.
Question (b): What is the timeframe set by FCW for obtaining the certification?
Our response:
We are targeting to obtain the certificate by May 2025.
Corporate Governance Matters
Point No. (8): Practice 5.9 of the Malaysian Code on Corporate Governance states that the board comprises at least 30% women directors.
The Company’s response: Departure (Page 24 of CG Report FYE2024).
Currently, the Board has only one (1) woman director on the Board representing 16.67% of the total Board members (Pages 14-15 of 2024AR).
MSWG’s comment: Does the Company plan to achieve at least one-third of women’s representation? If yes, what plans and actions will the Company take to accomplish this?
Our response
We support diversity and our Company will endeavour to achieve at least one-third of women’s representation on its Board. We remain open to welcoming women candidates to join the Board. In the selection of suitable candidates as new Board members, the Nomination Committee priorities candidate based on the candidates’ competency, knowledge, skills, experience, character, time commitment and other qualities in meeting the needs of the Group. On parity, preference will be given to the woman candidate.
Point No. (9): The Company is tabling two resolutions (Notice of 69th AGM) to approve the continuation of the following independent directors:
Ordinary Resolution 5
Tuan Haji Azizzuddin Bin Haji Hussein (He was appointed an independent director of FCW on 1 November 2013) (Page 15 of 2024AR)
Ordinary Resolution 6
Mr. Teh Kay Yeong (He was appointed an independent director of FCW on 1 October 2012) (Page 14 of 2024AR)
MSWG’s comment: Mr. Teh Kay Yeong’s tenure will reach twelve (12) years on 1 October 2024, less than a month after the 69th AGM. By 2 October 2024, he shall no longer be deemed an independent director by virtue of Bursa Malaysia’s Main Market Listing Requirements.
FCW should not retain Mr. Teh as an independent director after 1 October 2024.
Our response
The Board is aware of the above and Mr. Teh has indicated his intention to resign as an independent director of the Company after September 2024.
Question (a): What is FCW’s succession planning process for the two long-serving independent directors? Specifically, how does the Board plan to identify and appoint suitable independent directors to ensure continuity and effectiveness in its board composition as the abovementioned independent directors approach their tenure limit of twelve (12) years?
Our response
The Board and its Nomination Committee, carry out annual review and assessment of the effectiveness of the Board, its required mix of skills, knowledge, experience, term of service, health conditions etc. alongside with Board diversity and Board balance. The Board will appoint suitable candidate as a replacement for any Board vacancy that arises from time to time. Similar approach will be applied in the case of the two long-serving independent directors of the Company to ensure smooth succession process, so that continuity and effectiveness in the Board composition are maintained.
The Board’s Nomination Committee will also ensure that appropriate procedures are followed in the nomination, selection and evaluation process for the appointment of any new director(s), and will ensure that such candidate(s) had at minimum, met the fit and proper criteria set out in the Company’s Directors Fit and Proper Policy.
Question (b): How many candidates for the position of independent directors have been interviewed to date?
Our response
As of to-date, three candidates have been interviewed for the position of independent directors.
Having presented the MSWG Q&A, the Chairman proceeded to address the questions/concerns raised by Shareholders via the Query Box as provided by the RPV, which were summarized as follows:
- Mr Kee Wai Chuan, Mr Koay Tek Cheng and Mr Teh Peng Tin (proxy) requested for the Company to provide door gift and/or e-wallet credit tokens for shareholders/proxies who participated at the 69th The Chairman apologised to the shareholders/proxies on behalf of the Board and informed that the Company will not be providing any door gifts or e-wallet credit tokens for those attending the 69th AGM. However, the Board took note of such requests and would consider the matter for future meetings.
- Encik Norhisham Bin Sidek, the proxy representative of MSWG, requested for information on number of shareholders and proxies who registered and participated at the 69th The Chairman, after clarifying with the Secretary and the Poll Administrators, replied that 43 shareholders and 11 proxies had logged on to the RPV and participated at the 69th AGM.
Encik Norhisham thanked the Chairman and the Board for presenting the MSWG Q&A at the 69th AGM.
There being no further questions raised, the Chairman declared the Q&A session closed.
VOTING SESSION
The Chairman proceeded to put all the aforesaid six (6) Ordinary Resolutions for voting by poll. The members were then directed to the live streaming video screen where remote voting instructions were given. The Chairman asked members present to cast their respective votes via RPV and after 10 minutes’ time provision, the Chairman announced the voting session closed and that the Meeting be adjourned for 20 minutes for votes counting and verification process to take place.
Tricor proceeded to carry out the votes counting and the process was scrutinized by the Scrutineer, Mr Pang Harn Jiunn. Polling results were then compiled and duly verified by Mr Pang.
DECLARATION OF POLL RESULTS
The Meeting resumed at 12:05 p.m. The Chairman announced the poll results as projected on the live streaming video screen, which were read as follows:
| Resolutions | Vote For | Vote Against | Total Votes | |||
| No. of Units | % | No. of Units | % |
No. of Units |
% | |
| Ordinary Resolution 1 | 65,473,621 | 99.9957 | 2,790 | 0.0043 | 65,476,411 | 100 |
| Ordinary Resolution 2 | 141,987,168 | 99.9980 | 2,828 | 0.0020 | 141,989,996 | 100 |
| Ordinary Resolution 3 | 141,987,806 | 99.9985 | 2,190 | 0.0015 | 141,989,996 | 100 |
| Ordinary Resolution 4 | 65,466,021 | 99.9841 | 10,390 | 0.0159 | 65,476,411 | 100 |
| Ordinary Resolution 5 |
76,513,585 (Tier 1)
65,473,579 (Tier 2)
|
100.0000
99.9957 |
0 (Tier 1)
2,832 (Tier 2) |
0.0000
0.0043 |
76,513,585
65,476,411 |
100
100 |
| Ordinary Resolution 6 |
76,513,585 (Tier 1)
65,473,581 (Tier 2)
|
100.0000
99.9957 |
0 (Tier 1)
2,830 (Tier 2) |
0.0000
0.0043 |
76,513,585
65,476,411 |
100
100 |
Based on the poll results, the Chairman declared all the resolutions tabled at the Meeting carried.
CONCLUSION
The Chairman thanked all the members and proxies for their participation. There being no further business, the meeting ended at 12:10 p.m. with a vote of thanks to the Chair.
CONFIRMED AS TRUE AND CORRECT RECORD
DATO’THOR POH SENG
Chairman
Kuala Lumpur
Date: 18 September 2024