CONTENTS. 6 Principal Activities. 10 Group Corporate Structure Years Financial Summary. 13 Corporate Information. 16 Board of Directors Profile

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ANNUAL REPORT LIVELIHOODS Liveihood is the theme of this year s annua report, and at QL Resources, iveihoods are an essentia ingredient of growth. When we buy crops from sma hoders, catch from fishermen
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ANNUAL REPORT 2015 LIVELIHOODS Liveihood is the theme of this year s annua report, and at QL Resources, iveihoods are an essentia ingredient of growth. When we buy crops from sma hoders, catch from fishermen or produce from farmers, we contribute to their iveihoods. In return they suppy us nourishing foods that enrich the ives of our consumers. And then there are the iveihoods of our thousands of empoyees, across the nation, across the region, in fieds, factories and offices. Our iveihoods are strengthened by one another. These win-win reationships provide vaue for a, and ensure that together our iveihoods can ony get better. CONTENTS 6 Principa Activities 10 Group Corporate Structure 12 5 Years Financia Summary 13 Corporate Information 16 Board of Directors Profie 22 Chairman s Statement 24 Group Managing Director s Report 26 Audit Committee Report 31 Corporate Governance Statement 42 Statement of Directors Responsibiity 43 Statement on Risk Management and Interna Contro 45 Corporate Socia Responsibiity at QL 47 Financia Statements 150 List of Properties 152 Sharehoders Anaysis Report 155 Notice of Annua Genera Meeting 159 Recurrent Reated Party Transactions 163 Form of Proxy PRINCIPAL ACTIVITIES QL Resources is a sustainabe and scaabe mutinationa agro-food corporation that farms and produces some of the most resource-efficient protein and food energy sources. The Group has three principa activities; Integrated Livestock Farming, Marine Products Manufacturing and Oi Pam Activities. QL has operation centres in Maaysia, Indonesia, Vietnam and China. Marine Products Manufacturing Activities Marine Products Manufacturing s integrated upstream and downstream activities incude deep-sea fishing, aquacuture farming, surimi and fishmea production and consumer foods. Through the use of innovative technoogy and quaity practices, QL has achieved industry eadership positions. QL is Maaysia s argest fishmea manufacturer and producer of surimi-products, and Asia s argest surimi producer. Mushroom and Figo, QL s marine-product consumer foods brands, are distributed across Asia, Europe and North America. Integrated Livestock Farming Activities Organic growth and a series of strategic acquisitions has driven QL s rise to become one of Maaysia s eading operators in anima feed raw materias and poutry farming. QL is among ASEAN s eading poutry egg producers with a group production rate of 4.5 miion eggs per day. Approximatey 40 miion Day Od Chicks (DOC) are produced annuay across poutry farms in Maaysia and Indonesia. In Maaysia, QL trades over 800,000 metric tonnes of anima feed raw materias annuay. Pam Oi Activities QL has buit its capabiities in pam oi from miing and estate ownership to biomass cean energy in a move that expands the vaue chain of traditiona agricuture. QL has deveoped proprietary technoogy that converts pam waste biomass into a high quaity burning fue, and manufactures industria boier systems which convert biomass fue into energy, minimising carbon emissions and improving energy cost efficiencies. To compement cean energy manufacturing, QL operates a cean energy consutancy that provides end-to-end soutions and advice on customised biomass energy soutions. QL has two independent Crude Pam Oi (CPO) mis servicing sma and medium sized estates in the Tawau and Kunak regions of Sabah, East Maaysia. QL s first CPO mi in Indonesia is in Eastern Kaimantan and was commissioned during FY2013. QL owns a 1,200 hectare pam oi estate in Sabah, as we as 15,000 hectare pantation (currenty under deveopment) in Eastern Kaimantan, Indonesia. 6 7 VISION To be the preferred goba agro based enterprise MISSION We create nourishing products from agro resources, eading to benefit for a parties PERSONALITY Progressive Trustworthy Initiative Humiity VALUES Integrity Win-win Team work Innovative 8 9 GROUP CORPORATE STRUCTURE (AS AT 30 JUNE 2015) MARINE PRODUCTS MANUFACTURING QL FISHERY SDN BHD - 100% 100% QL Figo Foods Sdn. Bhd. 100% QL Marine Products Sdn. Bhd. 100% Icon Bitz Sdn. Bhd. 100% QL Deep Sea Fishing Sdn. Bhd. 100% QL Fresh Choice Seafood Sdn. Bhd % QL Endau Marine Products Sdn. Bhd. 100% QL Endau Deep Sea Fishing Sdn. Bhd. 100% QL Endau Fishmea Sdn. Bhd. 100% Piihan Mahir Sdn. Bhd. 100% Rikawawasan Sdn. Bhd. 100% QL Foods Sdn. Bhd. 100% QL Aquacuture Sdn. Bhd. 100% QL Aquamarine Sdn. Bhd. PALM OIL ACTIVITIES QL OIL SDN BHD - 100% 100% QL BioEnergy Sdn. Bhd % QL Mutiara (S) Pte. Ltd. 95% PT. Pipit Mutiara Indah 100% QL Pantation Sdn. Bhd. 100% QL Tawau Biogas Sdn. Bhd. 100% QL Fishmea Sdn. Bhd % PT. QL Hasi Laut 82% QL Lian Hoe Sdn. Bhd. 100% QL Lian Hoe (S) Pte. Ltd. 100% Zhongshan True Taste Food Industria Co. Ltd 100% Kuaa Kedah Fish Mea Sendirian Berhad QL IPC SDN BHD - 100% 100% QL Figo (Johor) Sdn. Bhd. (Formery QL Fujiya Pastry Sdn. Bhd.) 63.33% Kembang Subur Sdn. Bhd. 100% KS Gaah Sdn. Bhd. 100% KS Monodon Sdn. Bhd. 55% Kembang Subur (Perak) Sdn. Bhd. 51% Kembang Subur Internationa Ltd. 100% Nam Duong Vietnam Aquatic Hatchery Co. Ltd. 10 INTERGRATED LIVESTOCK FARMING QL FEEDINGSTUFFS SDN BHD - 100% 100% Chingsan Deveopment Sdn. Bhd. 100% Maxincome Resources Sdn. Bhd. 100% QL Feed Sdn. Bhd. 90% Pacific Vet Group (M) Sdn. Bhd. 100% QL Pacific Vet Group Sdn. Bhd % QL Agrobio Sdn. Bhd. 0.50% BIOMASS ENERGY BUSINESS QL GREEN RESOURCES SDN BHD - 100% 100% QL Green Energy Sdn. Bhd. 100% QL NatureCo Sdn. Bhd. 100% QL Pam Peet Sdn. Bhd. 100% QL Carbon Sdn. Bhd % Leisure Pyramid Sdn. Bhd. 100% QL ESCO Sdn. Bhd. 100% QL Tawau Pam Peet Sdn. Bhd. 100% QL Agroventures Sdn. Bhd. 100% QL Agrofood Sdn. Bhd. 95% QL AgroResources Sdn. Bhd. 100% QL Livestock Farming Sdn. Bhd. 100% Geombang Eit (M) Sdn. Bhd. 51% QL TP Fertiizer Sdn. Bhd. 100% QL Tawau Feedmi Sdn. Bhd. 100% QL Farms Sdn. Bhd. 100% Adequate Triumph Sdn. Bhd. 100% QL Breeder Farm Sdn. Bhd. 100% QL Inter-Food Sdn. Bhd. 100% Merkaya Sdn. Bhd. 100% QL KK Properties Sdn. Bhd % QL Ansan Poutry Farm Sdn. Bhd. 100% QL Rawang Poutry Farm Sdn. Bhd. 100% Hybrid Figures Sdn. Bhd. 100% QL Poutry Farms Sdn. Bhd. QL CORPORATE SERVICES SDN BHD - 100% 1% 100% QL Reaty Sdn. Bhd. 80% PT. QL Trimitra 99% PT. QL Agrofood 100% QL Vietnam AgroResources Liabiity Ltd Co 100% QL Internationa Pte. Ltd. 99% PT. QL Feed Indonesia 1% 11 FINANCIAL HIGHLIGHTS TURNOVER (RM MILLION) PROFIT BEFORE TAX (RM MILLION) PROFIT AFTER TAX AFTER MINORITY INTEREST (RM MILLION) 1, , , , , TOTAL ASSETS (RM MILLION) NET TANGIBLE ASSETS (RM MILLION) 1, , , , , , , RM MIL RM MIL RM MIL 2014 RM MIL 2015 RM MIL Turnover 1, , , Profit Before Tax Profit After Tax After Minority Interest Tota Assets 1, , , Net Tangibe Assets Profit as % of Turnover Before Tax After Tax Earnings Per Share (sen) - Basic # 11 ^ Net Tangibe Assets Per Share (sen) Paid-up share Capita No. of shares in Issue (miion) , , , , , , , , # Adjusted for share spit in 2011, bonus issue in January 2010 and February 2014 and rights issue in February 2014 ^ Adjusted for share pacements in CORPORATE INFORMATION BOARD OF DIRECTORS AUDIT COMMITTEE PRINCIPAL BANKERS YM Tengku Dato' Zaina Rashid Bin Tengku Mahmood Chairman/Independent Non-Executive Director Chia Song Kun Group Managing Director Chia Seong Pow Executive Director Chia Seong Fatt Executive Director Chia Song Kooi Executive Director YM Tengku Dato' Zaina Rashid Bin Tengku Mahmood Chairman/Independent Non-Executive Director Chieng Ing Huong, Eddy Senior Independent Non-Executive Director Tan Bun Poo, Robert Independent Non-Executive Director Datuk Wira Jaiah Binti Baba Independent Non-Executive Director (Resigned on 22 August,2014) Aiance Bank Maaysia Berhad Aiance Isamic Bank Berhad AmBank (M) Berhad Hong Leong Bank Berhad HSBC Amanah Maaysia Berhad HSBC Bank Maaysia Berhad Maayan Banking Berhad Standard Chartered Bank Maaysia Berhad RHB Bank Berhad United Overseas Bank (Maaysia) Berhad Chia Song Swa Executive Director Chia Mak Hooi Executive Director Cheah Juw Teck Executive Director Chieng Ing Huong, Eddy Senior Independent Non-Executive Director Tan Bun Poo, Robert Independent Non-Executive Director Datuk Wira Jaiah Binti Baba Independent Non-Executive Director (Resigned on 22 August,2014) COMPANY SECRETARY Ng Geok Ping (MAICSA ) AUDITORS KPMG Chartered Accountants Leve 10, KPMG Tower 8, First Avenue Bandar Utama Petaing Jaya Seangor REMUNERATION COMMITTEE YM Tengku Dato' Zaina Rashid Bin Tengku Mahmood Chairman/Independent Non-Executive Director Chia Song Kun Group Managing Director Chieng Ing Huong, Eddy Senior Independent Non-Executive Director NOMINATING COMMITTEE YM Tengku Dato' Zaina Rashid Bin Tengku Mahmood Chairman/Independent Non-Executive Director Chieng Ing Huong, Eddy Senior Independent Non-Executive Director REGISTERED OFFICE No. 16A, Jaan Astaka U8/83 Bukit Jeutong Shah Aam Seangor Te : Fax : Website: REGISTRARS Bina Management (M) Sdn Bhd Lot 10, The Highway Centre Jaan 51/ Petaing Jaya Seangor Daru Ehsan Te : Fax : STOCK EXCHANGE LISTING Main Market of Bursa Maaysia Securities Berhad Stock Name: QL Stock Code: 7084 INVESTOR RELATION Freddie Yap Te : Fax : Emai : 13 BOARD OF DIRECTORS 14 From eft to right: Mr. Cheah Juw Teck, Mr. Chia Seong Pow, Chia Song Swa, Chia Mak Hooi, YM Tengku Dato' Zaina Rashid Bin Tengku Mahmood, Dr. Chia Song Kun, Mr. Eddy Chieng Ing Huong, Mr. Chia Song Kooi, Mr. Chia Seong Fatt and Mr. Robert Tan Bun Poo 15 BOARD OF DIRECTORS PROFILE aso activey invoved in the affairs of maritime reated organisations. He was the Chairman of the Internationa Shipowners Association of Maaysia (ISOA) and the past president of I.C.H.C.A. Maaysian chapter. He aso sat on the Boards of Kang and Kuantan Port Authorities for more than a decade. In addition to maritime bodies, YM Tengku is aso an active participant in the affairs of Chambers of Commerce. He is the past President of the Maaysian Internationa Chamber of Commerce and Industry (MICCI) and a Vice-President of the Nationa Chamber of Commerce and Industry of Maaysia (NCCIM). At the ASEAN eve, he was the Maaysia Chairman of the ASEAN Chambers of Commerce and Industry. YM Tengku was aso on the board of MIDA, a Counci Member of the Maaysia-India Business Counci and the Maaysian Norway Business Counci and a Director of Port Kang Free Zone Sdn. Bhd. YM Tengku Dato' Zaina Rashid is aso the Hononary Consu of Norway. YM Tengku Dato' Zaina Rashid Bin Tengku Mahmood, aged 76, Maaysian, was appointed as the Chairman and Independent Non-Executive Director of the Company on 3 January He is aso the Chairman of Audit, Nominating and Remuneration Committees. He has a wide range of experience, having been activey invoved in a variety of business over the ast 40 years. YM Tengku has an MBA from Syracuse University, USA. He began his business career with the Harper Gifian Group (a diversified British organisation) in the eary 1960's and retired as the Group Managing Director of Harper Wira Sdn. Bhd. Currenty, he is the Executive Chairman of K-Line Maritime (Maaysia) Sdn. Bhd., a Maaysian-Japanese joint-venture company with K-Line Tokyo, one of the biggest Japanese shipping company. He aso sits on the boards of severa other companies. Apart from managing various companies, YM Tengku is He attended four out of five board of directors' meetings hed for the financia year. He has no famiy reationship with any Director and/or major sharehoders of QL. He has no confict of interest with the Company and he has no convictions for any offences within the past ten years. 16 scaabe mutinationa agro-food corporation with interests in Integrated Livestock Farming, Marine Products Manufacturing and Pam Oi Activities. The company has a market capitaisation of approximatey five biion ringgit. Dr Chia is a founding member of INTI Universa Hodings Berhad, which operates one of the eading private university coeges in Maaysia. On 5 Juy 2008, he was conferred the honorary degree of Doctor of Laws (Hon LLD) by the Honorary Awards Board of the University of Hertfordshire in recognition of his outstanding contribution to the deveopment of business and education in Maaysia. He is aso the Chairman of Boiermech Hodings Berhad, a company isted on the ACE Market of Bursa Maaysia Securities Berhad on 5 May 2011, which then transferred to the Main Market on 4 December Dr. Chia Song Kun, aged 65, Maaysian, was appointed as the Group Managing Director of QL Resources Berhad on 3 January He is aso a member of the Remuneration Committee. Dr. Chia was born and raised in Sungai Burong, an impoverished fishing viage on the northern coast of Seangor. He graduated with a Bacheor of Science (Honours) degree majoring in Mathematics from the University of Maaya in 1973 and obtained a Masters in Business Administration in 1988 from the same university. He started his career as a tutor and subsequenty joined University Teknoogi Mara as a ecturer where he served for 11 years unti Dr. Chia's eadership has been recognised by a number of noted organisations. In 2005 The Edge seected him as one of '20 CEOs We Admire'. In Juy 2011 Dr. Chia ed the Group to new heights when QL Resources won the prestigious The Edge Biion Ringgit Cub Company of the Year award. In 2012 Dr. Chia was awarded the Ernst & Young Entrepreneur of the Year Award 2012 for Maaysia. Dr. Chia Song Kun is the brother of Mr Chia Song Swa and Mr Chia Song Kooi. He is aso the brother-in-aw of Mr Chia Seong Pow and Mr Chia Seong Fatt. He is the director and substantia sharehoder of CBG Hodings Sdn. Bhd., a major sharehoder of QL. He attended a five board of directors' meetings hed for the financia year. He has no confict of interest with the Company and he has no convictions for any offences within the past ten years. During his ecturing years, Dr. Chia, aong with his brothers and his brothers-in-aw, began trading in fish mea and feed mea raw materia. The business they founded was subsequenty incorporated as QL Resources Berhad. Today QL is a sustainabe and 17 BOARD OF DIRECTORS PROFILE CONTINUED Chia Seong Pow, aged 59, Maaysian, was appointed as an Executive Director of the Company on 3 January He graduated from Tuanku Abdu Rahman Coege with a dipoma in Buiding Technoogy. He is one of the founder members of QL Group. He joined CBG Hodings Sdn. Bhd., a substantia sharehoder of QL, as Marketing Director in He has more than 25 years of experience in the ivestock and food industry covering ayer farming, manufacturing, trading and shipping. Currenty, Mr Chia Seong Pow is mainy in charge of ayer farming, regiona merchanting trade in food grains as we as new business deveopments. Majority of the Group's new expansion programmes were initiated by him. He is the younger brother to Mr Chia Seong Fatt. Both of them are brothers-in-aw to Dr Chia Song Kun. He is the director and beneficia sharehoder of Farsathy Hodings Sdn. Bhd., a major sharehoder of QL. He attended a five board of directors' meetings hed for the financia year. Mr Chia Seong Pow has no confict of interest with the Company and he has no convictions for any offences within the past ten years. Chia Seong Fatt, aged 59, Maaysian, was appointed as an Executive Director of the Company on 3 January He obtained his B.Sc. Honours degree in chemistry from University of London in He practised as an industria chemist for 3 years before he pursued further studies in University Maaya. In 1984, he graduated from University of Maaya with a Master degree in Business Administration. He served for seven years as Managing Director in Sri Tawau Farming Sdn. Bhd., a company invoved in ayer farming. The Company is an associated company of Lay Hong Berhad, a company isted on the Main Market of the Bursa Maaysia Securities Berhad. In 1991, he was appointed as Managing Director of QL Farms Sdn. Bhd., a subsidiary of QL overseeing its operations in Tawau. In January 1996, he was appointed as an Executive Director of QL Feedingstuffs Sdn. Bhd. in charge of ayer farm and Crude Pam Oi ( CPO ) miing operations. In view of the restructuring of the QL Group, he has resigned as a director of QL Feedingstuffs Sdn. Bhd., however he is sti in charge of ayer, broier farm and CPO miing operations in Tawau. He is aso an aternate director in Boiermech Hodings Berhad, a company isted in the ACE Market of Bursa Maaysia Securities Berhad on 5 May 2011, which then transferred to the Main Market on 4 December He is the eder brother to Mr Chia Seong Pow. Both of them are brothers-in-aw to Dr Chia Song Kun. He is the director and beneficia sharehoder of Farsathy Hodings Sdn. Bhd., a major sharehoder of QL. He attended a five board of directors' meetings hed for the financia year. Mr Chia Seong Fatt has no confict of interest with the Company and he has no convictions for any offences within the past ten years. 18 Chia Song Kooi, aged 55, Maaysian, was appointed as an Executive Director of the Company on 3 January He hods a bacheor of Agricutura Science from University Putra Maaysia (1985). He began his career with Ancom Berhad, a company isted on the Main Market of the Bursa Maaysia Securities Berhad, as a Marketing Executive for agrochemica products and eventuay headed the Product and Market Deveopment Division in He joined QL Feedingstuffs Sdn. Bhd. as an executive director on 21 September He has 20 years of experience in farm management and in trading of raw materias for farm use, as we as 10 years of experience in marine products processing. He is currenty the Deputy Chairman of Sabah Livestock Poutr y Association. In view of the restructuring of the QL Group, he has resigned as a director of QL Feedingstuffs Sdn. Bhd. He is overa in charge of the group's operations in Kota Kinabau. Mr Chia Song Kooi is the brother to Dr Chia Song Kun and Mr Chia Song Swa. He has indirect interest in QL by virtue of his interest in CBG Hodings Sdn. Bhd., a major sharehoder of QL. He attended a five board of directors' meetings hed for the financia year. Chia Song Swa, aged 55, Maaysian, was appointed as an Executive Director of the Company on 3 January He hods a degree in Chemistry and Statistics from the University of Campbe, USA. He began his career at Genting Berhad, a company isted on the Bursa Maaysia Securities Berhad as a Management Trainee in 1984 and served for 2 years. In 1987 he joined QL Feedingstuffs Sdn. Bhd. as a saes executive and was appointed as a director of QL Feedingstuffs Sdn. Bhd. on 22 June In ine with the transfer of business from QL Feedingstuffs Sdn. Bhd. to QL Feed Sdn. Bhd., he was appointed as the director in charge of saes and trading function at QL Feed Sdn. Bhd. As a resut of his vast experience in feed raw materia distribution, he has heped the Company to estabish a very strong distribution network. He is the brother to Dr Chia Song Kun and Mr Chia Song Kooi. He has indirect interest in QL by virtue of his interest in CBG Hodings Sdn. Bhd., a major sharehoder of QL. He attended a five board of directors' meetings hed for the financia year. Mr Chia Song Swa has no confict of interest with the Company and he has no convictions for any offences within the past ten years. Mr Chia Song Kooi has no confict of interest with the Company and he has no convictions for any offences within the past ten years. 19 BOARD OF DIRECTORS PROFILE CONTINUED Chia Mak Hooi, aged 50, Maaysian, was appointed as an Executive Director of the Company on 3 January He graduated from Arizona State University, USA with a degree in Accounting and Finance in He started his career in 1989 as an Assistant Accountant at Concept Enterprises Inc. In 1991, he joined QL Feedingstuffs Sdn. Bhd. as Finance Manager where he was mainy responsibe for the accounts, tax and audit panning, and cash management and iaised with bankers for banking faciities. In 1996, he was appointed Finance Director of QL Feedingstuffs Sdn. Bhd., and was invoved in the proposed isting of the Company on the Second Board of Bursa Maaysia. Currenty, he is activey invoved in group corporate activities and strategic business panning and aso group integrated ivestock busine
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