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ANNUAL REPORT 2016 1

About Us

Vision & Mission

Corporate Information

Corporate Structure

Chairman’s Statement

List of Properties

Appendix 1

Form of Proxy

2

2

4

5

7

9

11

13

16

27

30

33

91

93

94

98

PECCA GROUP BERHAD2

PECCA GROUP BERHAD‘S

VISION

ABOUT US

MISSION - To keep exceeding our customer expectation in design, quality and innovation.

- To be the leading leather upholstery manufacturer globally.

ANNUAL REPORT 2016 3

PECCA GROUP BERHAD4

DIRECTORS

DATO’ MOHAMED SUFFIAN BIN AWANG DATUK TEOH HWA CHENG DATIN SAM YIN THING TAN JIN SUN SAM CHEE KENG DATO’ DR NORRAESAH BINTI HAJI MOHAMAD LEONG KAM WENG

CORPORATE INFORMATION

AUDIT & RISK MANAGEMENT COMMITTEE

LEONG KAM WENGDATO’ MOHAMED SUFFIAN BIN AWANGDATO’ DR NORRAESAH BINTI HAJI MOHAMAD

NOMINATION COMMITTEE

DATO’ MOHAMED SUFFIAN BIN AWANGDATO’ DR NORRAESAH BINTI HAJI MOHAMADLEONG KAM WENG

REMUNERATION COMMITTEE

DATO’ DR NORRAESAH BINTI HAJI MOHAMADLEONG KAM WENGDATUK TEOH HWA CHENG

COMPANY SECRETARIES

TAI YIT CHANTAN AI NING

REGISTERED OFFICE

SHARE REGISTRAR

Boardroom Corporate Services (KL) Sdn Bhd

BUSINESS ADDRESS

STOCK LISTING

Main Market of Bursa Malaysia Securities Berhad

Stock Code 5271Stock Name

AUDITORS

Crowe Horwath

ANNUAL REPORT 2016 5

CORPORATE STRUCTURE

Pecca Leather Sdn Bhd (PLeather) 100%

distribution and

cut pieces to the

distribution and

for car accessories

Pecca Leather Aviation Services Sdn Bhd (PAviation) 60%

Everest Empire Sdn Bhd 100%

PECCA GROUP BERHAD6

BOARD OF DIRECTORS

DATO’ MOHAMED SUFFIAN BIN AWANGIndependent Non-Executive Chairman

MR. TAN JIN SUNExecutive Director

MR. LEONG KAM WENGIndependent

Non-Executive Director

DATIN SAM YIN THINGExecutive Director

DATUK TEOH HWA CHENGGroup Managing Director

MR. SAM CHEE KENGExecutive Director

DATO’ DR NORRAESAH BINTI HAJI MOHAMAD

Independent Non-Executive Director

ANNUAL REPORT 2016 7

DATUK TEOH HWA CHENGMale, aged 48, a Malaysian

Datuk Teoh Hwa Cheng is the Group

PROFILE OF DIRECTORS

DATO’ MOHAMED SUFFIAN BIN AWANGMale, aged 45, a Malaysian

DATIN SAM YIN THINGFemale, aged 45, a Malaysian

Datin Sam Yin Thing

TAN JIN SUNMale, aged 47, a Malaysian

Tan Jin Sun

PECCA GROUP BERHAD8

SAM CHEE KENGMale, aged 37, a Malaysian

Sam Chee Keng

DATO’ DR NORRAESAH BINTI HAJI MOHAMADFemale, aged 68, a Malaysian

LEONG KAM WENGMale, aged 52, a Malaysian

Leong Kam Weng

ANNUAL REPORT 2016 9

KEY MANAGEMENT PROFILE

CHU SHU LIPMale, aged 48, a Malaysian

Chu Shu Lip

LEONG WAI MINGMale, aged 47, a Malaysian

Leong Wai Ming

LIEW YOON FATTMale, aged 52, a Malaysian

Liew Yoon Fatt

OOI ENG HUATMale, aged 31, a Malaysian

Ooi Eng Huat

PECCA GROUP BERHAD10

SAM CHEE SIONGMale, aged 42, a Malaysian

Sam Chee Siong

SIAH CHEE BOONMale, aged 45, a Malaysian

Siah Chee Boon

MAT NIZAM BIN MAT DARONMale, aged 46, a Malaysian

Mat Nizam Bin Mat Daron

Notes:

ANNUAL REPORT 2016 11

DEAR SHAREHOLDERS,

CHAIRMAN’S STATEMENT

DATO’ MOHAMED SUFFIAN BIN AWANGIndependent Non-Executive Chairman

PECCA GROUP BERHAD12

Chairman’s Statement

FINANCIAL HIGHLIGHTS

BUSINESS PROSPECTS

CORPORATE GOVERNANCE

CORPORATE SOCIAL RESPONSIBILITY

DIVIDEND

APPRECIATION

Independent Non-Executive Chairman

ANNUAL REPORT 2016 13

GROUP MANAGING DIRECTOR’S REVIEW OF OPERATIONS

DATUK TEOH HWA CHENGGroup Managing Director

DEAR SHAREHOLDERS,

BUSINESS OVERVIEW

OPERATIONS REVIEW

PECCA GROUP BERHAD14

practice is to ensure there is a buffer production

are in a position to increase production to meet

FUTURE PLANS AND PROSPECTS

and demonstrate to customers the features of our

ANNUAL REPORT 2016 15

BUSINESS AND INDUSTRY OUTLOOK APPRECIATION

the management and staff for their commitment

Datuk Teoh Hwa ChengGroup Managing Director

PECCA GROUP BERHAD16

Principle 1: ESTABLISH CLEAR ROLES AND RESPONSIBILITIES

CORPORATE GOVERNANCE STATEMENT

17ANNUAL REPORT 2016

18 PECCA GROUP BERHAD

Principle 2: STRENGTHEN COMPOSITION

(a) Audit and Risk Management Committee (“ARMC”)

19ANNUAL REPORT 2016

(c) Remuneration Committee (“RC”)

20 PECCA GROUP BERHAD

The Group The Company Non- Non- Executive Executive Executive Executive Directors Directors Directors Directors (RM) (RM) (RM) (RM)

The Group The Company Non- Non- Executive Executive Executive Executive Directors Directors Directors Directors Range of Remuneration (Individual) (Individual) (Individual) (Individual)

21ANNUAL REPORT 2016

Principle 3: REINFORCE INDEPENDENCE

Principle 4: FOSTER COMMITMENT

22 PECCA GROUP BERHAD

Name of Conferences, Directors Seminars and Training Programmes Date

Conferences 2015 2015

23ANNUAL REPORT 2016

Principle 5: UPHOLD INTEGRITY IN FINANCIAL REPORTING BY THE COMPANY

24 PECCA GROUP BERHAD

Principle 6: RECOGNISE AND MANAGE RISKS

Principle 7: ENSURE TIMELY AND HIGH QUALITY DISCLOSURE

Principle 8: STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS

25ANNUAL REPORT 2016

COMPLIANCE STATEMENT

ADDITIONAL COMPLIANCE INFORMATION

1. Utilisation of Proceeds raised from Corporate Proposal

Purpose Timeframe Amount Utilised Unutilised for (RM’000) Amount Balance Utilisation (RM’000) (RM’000)

Total 67,870 (36,190) 31,680

26 PECCA GROUP BERHAD

3. Sanctions and/or Penalties

4. Material Contracts

6. Recurrent Related Party Transactions (RRPTs)

Related Interested Director/ Interest in Nature of Actual Value

rd

7. Share Buy-Back

9. Depository Receipt Programme

27ANNUAL REPORT 2016

1. CONSTITUTION

Leong Kam Weng

2. MEETINGS OF THE COMMITTEE

Total Meetings attended Percentage

3. TERMS OF REFERENCE OF THE AUDIT and RISK MANAGEMENT COMMITTEE

3.2 Composition

3.3 Quorum and Meeting Procedures

AUDIT AND RISK MANAGEMENT COMMITTEE REPORT

28 PECCA GROUP BERHAD

3.4 Authority

29ANNUAL REPORT 2016

4. SUMMARY OF ACTIVITIES OF THE AUDIT and RISK MANAGEMENT COMMITTEE

5. SUMMARY OF THE ACTIVITIES OF INTERNAL AUDIT FUNCTIONS

6. ALLOCATION OF SHARE SCHEME FOR EMPLOYEES

30 PECCA GROUP BERHAD

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

Risk Management

Internal Control System

1. Organisation Structure

31ANNUAL REPORT 2016

2. Code of Ethics

3. Policies and Procedures

4. Annual Surveillance and Process Audit

5. Internal Audit

7. Management Representation

32 PECCA GROUP BERHAD

Board Conclusion

33ANNUAL REPORT 2016

DIRECTORS’ REPORT

PRINCIPAL ACTIVITIES

RESULTS

The Group The Company RM’000 RM’000

DIVIDENDS

RESERVES AND PROVISIONS

ISSUES OF SHARES AND DEBENTURES

34 PECCA GROUP BERHAD

OPTIONS GRANTED OVER UNISSUED SHARES

BAD AND DOUBTFUL DEBTS

CURRENT ASSETS

35ANNUAL REPORT 2016

VALUATION METHODS

CONTINGENT AND OTHER LIABILITIES

CHANGE OF CIRCUMSTANCES

ITEMS OF AN UNUSUAL NATURE

DIRECTORS

36 PECCA GROUP BERHAD

DIRECTORS’ INTERESTS

Number of Ordinary Shares Of RM0.50 Each Share At Split on Allotment/ AtTHE COMPANY 1.7.2015 16.11.2015 Bought Sold 30.6.2016 Direct Interests

Indirect Interests #

37ANNUAL REPORT 2016

DIRECTORS’ BENEFITS

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

Datuk Teoh Hwa Cheng

Sam Chee Keng

38 PECCA GROUP BERHAD

STATEMENT BY DIRECTORSPURSUANT TO SECTION 169 (15) OF THE COMPANIES ACT, 1965

Datuk Teoh Hwa Cheng Sam Chee Keng

Datuk Teoh Hwa Cheng

STATUTORY DECLARATIONPURSUANT TO SECTION 169 (16) OF THE COMPANIES ACT, 1965

39ANNUAL REPORT 2016

INDEPENDENT AUDITORS’ REPORT

Report on the Financial Statements

Directors’ Responsibility for the Financial Statements

Auditors’ Responsibility

Opinion

Report on Other Legal and Regulatory Requirements

40 PECCA GROUP BERHAD

Other Reporting Responsibilities

Other Matters

Crowe Horwath Ooi Song Wan

41ANNUAL REPORT 2016

The Group The Company 2016 2015 2016 2015 Note RM’000 RM’000 RM’000 RM’000 ASSETS NON-CURRENT ASSETS

CURRENT ASSETS

TOTAL ASSETS

STATEMENTS OF FINANCIAL POSITION

42 PECCA GROUP BERHAD

The Group The Company 2016 2015 2016 2015 Note RM’000 RM’000 RM’000 RM’000

EQUITY AND LIABILITIES EQUITY

TOTAL EQUITY NON-CURRENT LIABILITIES

CURRENT LIABILITIES

TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES

43ANNUAL REPORT 2016

STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

The Group The Company 2016 2015 2016 2015 Note RM’000 RM’000 RM’000 RM’000

44 PECCA GROUP BERHAD

The Group The Company 2016 2015 2016 2015 Note RM’000 RM’000 RM’000 RM’000

PROFIT AFTER TAXATION ATTRIBUTABLE TO:-

TOTAL COMPREHENSIVE INCOME/ (EXPENSES) ATTRIBUTABLE TO:-

EARNINGS PER SHARE (SEN)

45ANNUAL REPORT 2016

STATEMENTS OF CHANGES IN EQUITY

Attr

ibut

able

to o

wne

rs o

f the

Com

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Non

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00

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e G

roup

46 PECCA GROUP BERHAD

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47ANNUAL REPORT 2016

(Accumulated Losses)/ Share Share Retained Total

Note RM’000 RM’000 RM’000 RM’000

The Company

48 PECCA GROUP BERHAD

The Group The Company 2016 2015 2016 2015 Note RM’000 RM’000 RM’000 RM’000

STATEMENTS OF CASH FLOWS

49ANNUAL REPORT 2016

The Group The Company 2016 2015 2016 2015 Note RM’000 RM’000 RM’000 RM’000

50 PECCA GROUP BERHAD

1. GENERAL INFORMATION

2. PRINCIPAL ACTIVITIES

3. BASIS OF PREPARATION

NOTES TO THE FINANCIAL STATEMENTS

51ANNUAL REPORT 2016

3. BASIS OF PREPARATION (CONT’D)

MFRSs (Including The Consequential Amendments) Effective Date

52 PECCA GROUP BERHAD

3. BASIS OF PREPARATION (CONT’D)

4. SIGNIFICANT ACCOUNTING POLICIES

4.1 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

(a) Depreciation of Property, Plant and Equipment

(b) Income Taxes

53ANNUAL REPORT 2016

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

4.1 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONT’D)

(d) Fair Value Estimates for Certain Financial Assets and Liabilities

(e) Impairment of Trade and Other Receivables

(f) Write-down of Inventories

(g) Revaluation of Properties

4.2 BASIS OF CONSOLIDATION

54 PECCA GROUP BERHAD

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

4.2 BASIS OF CONSOLIDATION (CONT’D)

(a) Merger Accounting for Common Control Business Combinations

(b) Acquisition Method of Accounting for Non-Common Control Business Combinations

55ANNUAL REPORT 2016

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

4.2 BASIS OF CONSOLIDATION (CONT’D)

(c) Non-controlling Interests

(d) Acquisitions of Non-controlling Interests

(e) Loss of Control

4.3 GOODWILL

56 PECCA GROUP BERHAD

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

4.4 FUNCTIONAL AND FOREIGN CURRENCIES

(a) Functional and Presentation Currency

(b) Transactions and Balances

4.5 FINANCIAL INSTRUMENTS

57ANNUAL REPORT 2016

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

4.5 FINANCIAL INSTRUMENTS (CONT’D)

(a) Financial Assets

58 PECCA GROUP BERHAD

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

4.5 FINANCIAL INSTRUMENTS (CONT’D)

(a) Financial Assets (Cont’d)

(b) Financial Liabilities

(c) Equity Instruments

(d) Derecognition

59ANNUAL REPORT 2016

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

4.5 FINANCIAL INSTRUMENTS (CONT’D)

(e) Hedge Activities

60 PECCA GROUP BERHAD

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

4.6 INVESTMENTS IN SUBSIDIARIES

4.7 PROPERTY, PLANT AND EQUIPMENT

61ANNUAL REPORT 2016

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

4.8 INTANGIBLE ASSETS

4.9 IMPAIRMENT

(a) Impairment of Financial Assets

62 PECCA GROUP BERHAD

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

4.9 IMPAIRMENT (CONT’D)

(b) Impairment of Non-Financial Assets

4.10 INVENTORIES

4.11 INCOME TAXES

63ANNUAL REPORT 2016

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

4.11 INCOME TAXES (CONT’D)

4.12 CASH AND CASH EQUIVALENTS

4.13 EMPLOYEE BENEFITS

4.14 RELATED PARTIES

64 PECCA GROUP BERHAD

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

4.14 RELATED PARTIES (CONT’D)

4.15 OPERATING SEGMENTS

4.16 EARNINGS PER ORDINARY SHARE

4.17 BORROWING COSTS

65ANNUAL REPORT 2016

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

4.18 FAIR VALUE MEASUREMENTS

4.19 REVENUE AND OTHER INCOME

(a) Sale of Goods

(b) Rendering of Services

(c) Interest Income and Rental Income

66 PECCA GROUP BERHAD

5. INVESTMENTS IN SUBSIDIARIES

The Company 2016 2015 RM’000 RM’000

Effective Equity Name of Subsidiaries Interest Principal Activities 2016 2015

6. PROPERTY, PLANT AND EQUIPMENT

At Revaluation Depreciation At 1.7.2015 Additions surplus Disposals Charge 30.6.2016 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 The Group

67ANNUAL REPORT 2016

6. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

At Depreciation At 1.7.2014 Additions Disposals Charge 30.6.2015 RM’000 RM’000 RM’000 RM’000 RM’000 The Group

At Accumulated Net Book Cost At Valuation Depreciation Value RM’000 RM’000 RM’000 RM’000 The Group 2016

The Group 2015

68 PECCA GROUP BERHAD

6. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

Carrying Amount At Date of Market Revaluation Valuation Value Surplus RM’000 RM’000 RM’000

Long leasehold Land Buildings Total RM’000 RM’000 RM’000 The Group 2016

2015

69ANNUAL REPORT 2016

7. OTHER ASSETS

The Group 2016 2015 RM’000 RM’000

8. INVENTORIES

The Group 2016 2015 RM’000 RM’000

9. TRADE RECEIVABLES

70 PECCA GROUP BERHAD

10. DERIVATIVE ASSETS/LIABILITIES

The Group Contract/ Notional amount 2016 2015 2016 2015 RM’000 RM’000 RM’000 RM’000

11. AMOUNT OWING BY A SUBSIDIARY

12. FIXED DEPOSITS WITH A LICENSED BANKS

13. SHORT-TERM INVESTMENTS WITH A LICENSED BANK

71ANNUAL REPORT 2016

14. SHARE CAPITAL

The Company 2016 2015 Par value No. Nominal Par value No. of Nominal Per share of shares value Per share shares value RM ’000 RM’000 RM ’000 RM’000

Authorised:

Ordinary shares

Issued and fully paid-up:-

Ordinary shares

72 PECCA GROUP BERHAD

15. RESERVES

16. DEFERRED TAX LIABILITIES

The Group 2016 2015 RM’000 RM’000

17. LONG-TERM BORROWINGS

18. TRADE PAYABLES

19. AMOUNT OWING TO A DIRECTOR

20. AMOUNT OWING TO A RELATED PARTY

73ANNUAL REPORT 2016

21. SHORT-TERM BORROWINGS

The Group 2016 2015 RM’000 RM’000

22. TERM LOANS

The Group 2016 2015 RM’000 RM’000

Number of Date Of Amount Outstanding Monthly Monthly Commencement 2016 2015 Term loan Instalments Instalment Of Repayment RM’000 RM’000

74 PECCA GROUP BERHAD

22. TERM LOANS (CONT’D)

23. HIRE PURCHASE PAYABLES

The Group 2016 2015 RM’000 RM’000

24. REVENUE

The Group The Company 2016 2015 2016 2015 RM’000 RM’000 RM’000 RM’000

75ANNUAL REPORT 2016

25. PROFIT/(LOSS) BEFORE TAXATION

The Group The Company 2016 2015 2016 2015 RM’000 RM’000 RM’000 RM’000

26. INCOME TAX EXPENSE

The Group The Company 2016 2015 2016 2015 RM’000 RM’000 RM’000 RM’000

76 PECCA GROUP BERHAD

26. INCOME TAX EXPENSE (CONT’D)

The Group The Company 2016 2015 2016 2015 RM’000 RM’000 RM’000 RM’000

27. EARNINGS PER SHARE

The Group 2016 2015

77ANNUAL REPORT 2016

28. DIVIDENDS

The Group The Company 2016 2015 2016 2015 RM’000 RM’000 RM’000 RM’000

29. CASH AND CASH EQUIVALENTS

The Group The Company 2016 2015 2016 2015 RM’000 RM’000 RM’000 RM’000

78 PECCA GROUP BERHAD

30. RELATED PARTY DISCLOSURES

The Group The Company 2016 2015 2016 2015 RM’000 RM’000 RM’000 RM’000

The Group The Company 2016 2015 2016 2015 RM’000 RM’000 RM’000 RM’000

79ANNUAL REPORT 2016

31. FOREIGN EXCHANGE RATES

2016 2015 RM RM

32. SEGMENT REPORTING

33. FINANCIAL INSTRUMENTS

33.1 FINANCIAL RISK MANAGEMENT POLICIES

(a) Market Risk

80 PECCA GROUP BERHAD

33.

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81ANNUAL REPORT 2016

33.

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82 PECCA GROUP BERHAD

33. FINANCIAL INSTRUMENTS (CONT’D)

33.1 FINANCIAL RISK MANAGEMENT POLICIES (CONT’D)

(a) Market Risk (Cont’d)

Foreign currency risk sensitivity analysis

(b) Credit Risk

83ANNUAL REPORT 2016

33. FINANCIAL INSTRUMENTS (CONT’D)

33.1 FINANCIAL RISK MANAGEMENT POLICIES (CONT’D)

(b) Credit Risk (Cont’d)

The Group 2016 2015 RM’000 RM’000

Gross Individual Carrying Amount Impairment Value The Group RM’000 RM’000 RM’000

2016

2015

84 PECCA GROUP BERHAD

33. FINANCIAL INSTRUMENTS (CONT’D)

33.1 FINANCIAL RISK MANAGEMENT POLICIES (CONT’D)

(b) Credit Risk (Cont’d)

(c) Liquidity Risk

Weighted Average Contractual Over Effective Carrying Undiscounted Within 1 – 5 5 Rate Amount Cash Flows 1 Year Years Years The Group % RM’000 RM’000 RM’000 RM’000 RM’000 2016

2015

85ANNUAL REPORT 2016

33. FINANCIAL INSTRUMENTS (CONT’D)

33.1 FINANCIAL RISK MANAGEMENT POLICIES (CONT’D)

(c) Liquidity Risk (Cont’d)

Weighted Average Contractual Over Effective Carrying Undiscounted Within 1 – 5 5 Rate Amount Cash Flows 1 Year Years Years The Company % RM’000 RM’000 RM’000 RM’000 RM’000 2016

2015

33.2 CAPITAL RISK MANAGEMENT

86 PECCA GROUP BERHAD

33. FINANCIAL INSTRUMENTS (CONT’D)

33.3 CLASSIFICATION OF FINANCIAL INSTRUMENTS

The Group The Company 2016 2015 2016 2015 RM’000 RM’000 RM’000 RM’000 Financial Assets

Financial Liabilities

87ANNUAL REPORT 2016

33.

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88 PECCA GROUP BERHAD

33. FINANCIAL INSTRUMENTS (CONT’D)

33.4 FAIR VALUE INFORMATION (CONT’D)

The Group 2016 2015 % %

34. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 34.1 SUB-DIVISION OF ORDINARY SHARES OF THE COMPANY

34.2 INCREASE IN SHARE CAPITAL OF THE COMPANY

34.3 ACQUISITION OF SUBSIDIARIES AND INCREASE IN ISSUED AND PAID-UP SHARE CAPITAL (a) Acquisition of subsidiaries

89ANNUAL REPORT 2016

34. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (CONT’D)

34.3 ACQUISITION OF SUBSIDIARIES AND INCREASE IN ISSUED AND PAID-UP SHARE CAPITAL (CONT’D) (a) Acquisition of subsidiaries (Cont’d)

RM’000

(b) Issuance of additional fully paid-up ordinary share capital

34.4 IPO EXERCISE

35. COMPARATIVE FIGURES

90 PECCA GROUP BERHAD

DISCLOSURE OF REALISED AND UNREALISED (LOSS)/PROFITS

The Group The Company 2016 2015 2016 2015 RM’000 RM’000 RM’000 RM’000

SUPPLEMENTARY INFORMATION

91ANNUAL REPORT 2016

Analysis of Shareholdings as at 5 October 2016

DISTRIBUTION OF SHAREHOLDINGS

No. of No. ofSize of holdings holders % shares %

Total 571 100.00 188,000,000 100.00

SUBSTANTIAL SHAREHOLDERS

Name of Substantial Shareholder No. of shares held Direct % Indirect %

Notes: Deemed interested in shares held by MRZ Leather Holdings Sdn Bhd in the Company pursuant to Section 6A

THIRTY LARGEST SHAREHOLDERS

PercentageNo. Name No. of shares holding (%)

ANALYSIS OF SHAREHOLDINGS

92 PECCA GROUP BERHAD

THIRTY LARGEST SHAREHOLDERS (cont’d)

PercentageNo. Name No. of shares holding (%)

Total 147,959,898 78.70

DIRECTORS’ SHAREHOLDINGS

Name of Directors No. of shares held Direct % Indirect %

Notes: Deemed interested in shares held by MRZ Leather Holdings Sdn Bhd in the Company pursuant to Section 6A

93ANNUAL REPORT 2016

LIST OF PROPERTIES

Location

Perindustrian

Sutera

Tenure Year lease expiring

Approximatearea (Sq Ft)

Description / existing use

and production

accommodation

Age / Year of Acquisition /

Completion

Net Book Value as at 30.06.2016 (RM)

Market Value / Last Revaluation Date (RM)

94 PECCA GROUP BERHAD

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT PECCA GROUP BERHAD

A G E N D A

As Ordinary Business

As Special Business

Authority under Section 132D of the Companies Act, 1965 for the Directors to allot and issue shares

Proposed Grant of Authority to the Company to Purchase its own Ordinary Shares (“Proposed Share Buy-Back”)

(Please refer to Note 1 of the Explanatory

Notes)

Ordinary Resolution 1

Ordinary Resolution 2

Ordinary Resolution 3

Ordinary Resolution 4

Ordinary Resolution 5

Ordinary Resolution 6

95ANNUAL REPORT 2016

Ordinary Resolution 7

96 PECCA GROUP BERHAD

NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

NOTICE IS ALSO HEREBY GIVEN THAT

BY ORDER OF THE BOARD

TAI YIT CHANTAN AI NING

NOTES:-

97ANNUAL REPORT 2016

EXPLANATORY NOTES:-

1. To receive the Audited Financial Statements

2. Ordinary Resolution 6 on the Authority under Section 132D of the Companies Act, 1965 for the Directors to allot and issue shares

3. Ordinary Resolution 7 on Proposed Grant of Authority to the Company to Purchase its own Ordinary Shares

Personal data privacy:-

Purposes

STATEMENT ACCOMPANYING NOTICE OF AGM

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98 PECCA GROUP BERHAD

APPENDIX 1

99ANNUAL REPORT 2016

I/We,

(Company No. 909531-D)Incorporated in Malaysia

(name of shareholder as per NRIC, in capital letters)

(name of proxy as per NRIC, in capital letters)

(name of proxy as per NRIC, in capital letters)

Re-election of Datuk Teoh Hwa Cheng as Director

Approval of Directors’ Fees Ordinary Resolution 2

Ordinary Resolution 1 Declaration of Final Single Tier Dividend of 2.00 sen per ordinary share of RM0.50 each for the financial year ended 30 June 2016

Ordinary Resolution 3

Ordinary Resolution 4Ordinary Resolution 5

Ordinary Resolution 6

ORDINARY BUSINESS AGAINST

Re-election of Mr. Leong Kam Weng as DirectorAppointment of Messrs KPMG as Auditors of the Company in place of the retiring Auditors, Messrs Crowe Horwath and to authorise the Directors to fix their remuneration

Authority under Section 132D of the Companies Act, 1965 for the Directors to allot and issue shares

Ordinary Resolution 7 Proposed Grant of Authority to the Company to Purchase its own Ordinary Shares

Notes:1. A Member of the Company shall be entitled to be present, and to vote on any question either personally or by proxy, or as proxy for another Member, at any

general meeting and shall also be reckoned as forming part of the quorum, in respect of any fully paid-up shares and any shares upon which all calls due and payable to the Company shall have been paid, held by such Member. A Member of the Company entitled to attend and vote at a meeting of the Company, or at a meeting of any class of members of the Company, shall be entitled to appoint any person as his proxy to attend and vote instead of the Member at the meeting. There shall be no restriction as to the qualification of the proxy. A proxy appointed to attend and vote at a meeting of the Company shall have the same rights as the Member to speak at the meeting and the provisions of Section 149(1)(b) of the Act shall not apply to the Company. A Member shall not be precluded from attending and voting in person at any general meeting after lodging the form of proxy. However, such attendance shall automatically revoke the proxy’s authority. Notwithstanding anything to the contrary in these Articles, no Member shall be entitled to vote or be recognised to form part of the quorum in respect of any shares upon which any call or other sum so due and payable shall be unpaid.

2. A Member of the Company who is entitled to attend and vote at a meeting of the Company, or at a meeting of any class of members of the Company, may appoint not more than two (2) proxies to attend, vote and speak in his stead. Where a Member of the Company is an authorised nominee as defined in the Depositories Act, it 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. Where a Member appoints more than one (1) proxy, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.

3. Where a Member of the Company 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.

4. 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, under its common seal, or the hand of its attorney duly authorised. An instrument appointing a proxy to vote at a general meeting of the Company shall be deemed to include the power to demand a poll on behalf of the appointer.

5. The instrument appointing a proxy(ies), together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be deposited at the Share Registrar’s Office at Lot 6.05, Level 6, KPMG Tower, 8 First Avenue, Bandar Utama, 47800 Petaling Jaya, Selangor Darul Ehsan, not less than 48 hours before the time set for holding the meeting or at any adjournment thereof.

6. In respect of deposited securities, only members whose names appear on the Record of Depositors on 14 November 2016 (General Meeting Record of Depositors) shall be eligible to attend the meeting or appoint proxy(ies) to attend and/or vote on his behalf.

Personal Data Privacy:-By submitting an instrument appointing a proxy(ies) and /or representative(s), the member accepts and agrees to the personal data privacy terms set out in the Notice of Annual General Meeting dated 28 October 2016.

FOR

NRIC No./ID No./Company No. (new) (old)

of (full address)

of (full address)

or failing him/her

being a member of PECCA GROUP BERHAD, hereby appoint

NRIC No. (new) (old)

of (full address)

NRIC No. (new) (old)

or failing him/her, the *Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Sixth Annual General Meeting of the Company to be held at Rafflesia 1, Sime Darby Convertion Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia on Wednesday, 23 November 2016 at 9.30 a.m. or at any adjournment thereof. (*Please delete the words “Chairman of the Meeting” if you wish to appoint some other person to be your proxy.)My/our proxy is to vote as indicated below:-

(Please indicate with an “X” in the spaces provided on how you wish your vote to be cast. If you do not do so, the proxy will vote or abstain from voting at his/her discretion.)

ORDINARY BUSINESS AGAINSTFOR

Signature/Common Seal of Shareholder Date:

For appointment of two proxies, percentage of shareholdings to be represented by the proxies: No. of shares PercentageProxy 1 %Proxy 2 % Total 100%

No. of shares held CDS account number of holder

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AffixStampHere

Boardroom Corporate Services (KL) Sdn Bhd (3775-X)Lot 6.05, Level 6, KPMG Tower8, First Avenue, Bandar Utama, 47800 Petaling JayaSelangor Darul Ehsan

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