English

​22 March 2019

MESSAGE FROM THE CEO

London Biscuits Berhad – Inconvenience to Shareholders and the Group’s Dire Straits – Minority Shareholders Be Aware

Inconvenience to Shareholders

London Biscuits Berhad (the Company) has called for an AGM on 29^th March, a Friday at 8 am in Ulu Tiram, Johor Darul Takzim. An EGM is scheduled for the next day, Saturday, also at 8 am.

The above scenario raises many issues that inconveniences minority shareholders and is not conducive to enable them to attend the general meetings.

1. Is it necessary to start the AGM at 8 am? Is it not too early a time to enable shareholders to attend the meeting, especially those who are travelling from outstation. For all intents and purposes, they would have to arrive the previous day and stay overnight to be able to attend the 8am AGM.

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15.03.2019

MSWG'S QUICK TAKE ON-ONGOING CORPORATE DEVELOPMENTS

PLS PLANTATIONS BERHAD (“PLS” or “the Company”)

The Company had on 4 March 2019 issued the Notice of the Extraordinary General Meeting (EGM) for the proposed diversification of the existing principal activities of PLS Plantations Bhd and its subsidiaries to include durian plantation, production, distribution and related activities.

[Source: http://www.bursamalaysia.com/market/listed-companies/company-announcements/6086265

http://www.bursamalaysia.com/market/listed-companies/company-announcements/5937145

MSWG’s Comments

Based on the Circular to the Shareholders dated 5 March 2019 (“Circular”) and the attachment to the Company’s announcement on 9 October 2018 (“Attachment”), pertaining to the proposed diversification, we noted several issues and concerns that require further clarifications. We have, therefore,  raised the following questions to the Board of PLS via our letter dated 11 March 2019:-

1. The attachment in the Company’s announcement on 9 October 2018 (“Attachment”), under the share subscription agreement (“Subscription Agreement”), states that the subscription consideration for 600,000 new ordinary shares in Dulai Fruits Enterprise Sdn Bhd (“Dulai”) amounts to RM3 million. This translates to RM5 per share.

Under the share Sale and Purchase Agreement (“SPA”), the purchase consideration for the acquisition of 800,000 Dulai shares from the vendor (the Managing Director of Dulai) amounts to RM18,000,000. This translates to RM22.50 per share.

1 March 2019

MSWG'S QUICK TAKE ON-ONGOING CORPORATE DEVELOPMENTS

LONDON BISCUITS BERHAD (“LBB” or “The Company”)

QUALIFICATION IN EXTERNAL AUDITORS' REPORT FOR THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2018.

Pursuant to Paragraph 9.19(37) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, LBB made an announcement that Messrs Nexia SSY, the Company's External Auditors, have expressed a qualified opinion in their report.

Basis for Qualified Opinion (Extract of the Auditors’ Report)

“We were appointed as auditors of the Company on 20 December 2018 and therefore did not  observe the counting of physical inventories at the end of the financial year ended 30 September 2018. We were unable to satisfy ourselves by alternative means concerning those inventory quantities held at 30 September 2018, which are stated in the statements of financial position of the Group and the Company at RM26.891 million and RM20.794 million respectively. Since inventories enter into the determination of the financial performance and cash flows, we were unable to determine whether adjustments might have been necessary in respect of the profit for the year reported in the statement of comprehensive income and the net cash flows from operating activities reported in the statement of cash flows.

We wish to draw attention to the following matters where pursuant to ISA 510 concerning Initial Audit Engagements – Opening Balances, we carried out audit procedures to ascertain the existence,

accuracy, presentation and completeness of opening balances and it was determined that certain opening balances contain misstatements that materially affect the current period’s financial statements. Consequently, the items in opening balances as described in detail in Note 39 to the financial statements, were adjusted and restated in the financial statements.

08 March 2019

MESSAGE FROM THE CEO

Why Two-tier Voting Must be Made a Rule Under the Listing Requirements

The Malaysian Code on Corporate Governance (MCCG) was published in April 2017.

It is going to be close to two years now and we still find companies that do not adopt the Two-tier voting process for independent directors beyond the 12-year tenure.

The excuses/reasons are about the same and not convincing:

• It is against the Companies Act 2016 (although the SC has, in an FAQ, explained why the Two-tier voting process does not offend the Companies Act 2016)
• We need to change our Constitution – a change that can be done expeditiously but is often not carried out expeditiously
• Our directors know best (yes, there are such companies and we will share the names of these companies with the regulators)
• We have explained an ‘alternative’ as required by the MCCG – regardless of whether the ‘alternative’ is a suitable substitute in substance for the advocated Practice