asiaep bhd · 1 asiaep bhd (company no. 253387-w) asiaep annual report 2010 contents page...

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ASIAEP BHD (Company No. 253387-W)

asiaEP Annual Report 2010

Contents

Page

Chairman’s Statement 02

Corporate Information 04

Our Executive Chairman and Managing Director 05

Profile of Directors 06

Statement of Corporate Governance 09

Additional Compliance Information 13

Audit Committee Report 16

Statement on Internal Control 18

Financial Statements 19

Analysis of Shareholdings 79

List of Properties 85

Notice of Annual General Meeting 86

Statement Accompanying Notice of AGM 91

Proxy Form 92

Implementation of Electronic Dividend Payment 93

(“eDividend”)

asiaEP Annual Report 2010 2


Tan Sri Dato’ Ahmad Fuzi Haji Abdul Razak Executive Chairman

Dear Shareholders,On behalf of the Board of Directors, Ihave the pleasure of presenting theAnnual Report and FinancialStatements of asiaEP Berhad and itsGroup of Companies for the financialyear ended 28 February 2010.

In the last financial year end, our bottom line has improvedsignificantly compared with the year before though is stillregistered a group loss of approximately RM2.8 millions as theeconomy is still struggling to move out from the recession.However, with the government’s injection of funds through twostimulus packages amounting to RM67 billion, the economicenvironment of our country is set to be spurred up with a growthrate estimatied at 6% p.a.

Research & Development

During the financial year ended 28 February 2010, the Group invested RM6.7 million in Research and Development.

The Group will continue to develop its online business model and improve the quality of its products through product developmentand updated versions of existing products with enhanced features to meet the various business requirements of its customers.

Industry Outlook

It is envisaged that the world economy would regain its growth momentum with the support by mega-economies like China and Indiaand the concerted worldwide efforts by central banks and monetary authorities in slashing interest rates and approving huge fiscalinjections.

On the domestic front, the implementation of the fiscal and tax incentives in Budget 2010 through an economic model based oninnovation, creativity and high-value added activities, would further enhance growth of broadband users and thus encourage morebusinesses to choose on-line advertisements as marketing tool for their products and services. This would in turn translate intoenhancing the Company’s prospect for achieving splendid growth of its business.

Chairman’s Statement

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Chairman’s Statement (continued)

Financial Highlight

For financial year ended 28 February 2010, the Group posted a net loss of RM2.887 million compared with net loss ofRM7.679 million for financial year ended 28 February 2009, due to overall market recovery.

Current Year Prospects

The Board anticipates that the financial performance of the Group remains to be challenging for the financial year ending 28February 2011 but we are optimistic in achieving a turnaround in our business performance.

Tan Sri Dato’ Ahmad Fuzi Haji Abdul RazakExecutive Chairman



Registered OfficeNo. 18 & 20 Jalan TK 2/1CTaman Kinrara Seksyen 247100 Puchong SelangorMalaysiaTel : 603 - 8075 6213 (hunting line)Fax: 603 - 8070 5668

Company SecretariesWong Youn KimSin May Peng

AuditorsBaker Tilly Monteiro HengChartered Accountants22-1, Monteiro & Heng Chambers,Jalan Tun Sambanthan 3,50470 Kuala LumpurMalaysia

Share RegistrarSectrars Services Sdn Bhd28-1 Jalan Tun Sambathan 3Brickfields 50470 Kuala LumpurTel : 603 - 2274 6133Fax : 603 - 2274 1016

Principal BankersMalayan Banking BerhadHong Leong Bank BerhadCIMB Bank Berhad(formerly know as Bumiputra- Commerce Bank Berhad)

Affin Bank Berhad

AdviserRHB Investment Bank BerhadLevel 10, Tower OneRHB CentreJalan Tun Razak50400 Kuala LumpurMalaysia

Stock Exchange ListingACE MarketBursa Malaysia Securities Berhad

Websitewww.asiaEP.com

Corporate InformationCorporate Information

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Dr Tan Boon NuntManaging Director

Our Executive Chairman and Managing Director




Tan Sri Dato’ Ahmad Fuzi Haji Abdul RazakExecutive ChairmanMalaysian, Aged 61

Tan Sri Dato’ Ahmad Fuzi Haji Abdul Razak was appointed to the Board of the Company as an Executive Chairman on 30April 2010.

Tan Sri Dato’ Ahmad Fuzi Haji Abdul Razak was previously the Secretary-General of the Ministry of Foreign Affairs Malaysia.He joined the Malaysian Diplomatic and Administrative Service in 1972, and served in various capacities at the Ministry ofForeign Affairs, mainly in the Political Division, and at the Malaysian Missions abroad in Moscow, the Hague, Canberra,Washington and Dhaka. As Secretary General, he played a prominent role in organising the Non Aligned Movement (NAM)Summit (2003), the Organisation of the Islamic Conference (OIC) Summit (2003) and the ASEAN Summit and RelatedSummits including the East Asia Summit in Kuala Lumpur (2005).

Tan Sri Dato’ Ahmad Fuzi has previously also served as Director-General, Institute of Diplomacy and Foreign RelationsMalaysia; Ambassador-at-Large; Malaysia’s Representative to the ASEAN High Level Task Force (HLTF) on the Drafting ofthe ASEAN Charter and Malaysia’s Representative to the High Level Panel (HLP) on the Drafting of the Terms of Referenceof the ASEAN Human Rights Body.

He was formerly the Member of the Board of BERNAMA; PROTON; the Malaysian-Thailand Joint Authority (MTJA); theMaritime Institute of Malaysia (MIMA); the Board of Advisors, Institute of Diplomacy and Foreign Relations (IDFR); the Boardof Trustees, World Islamic Economic Forum (WIEF); International Advisory Panel (lAP) of the WIEF; Chairman, AmanahRayaCapital Group Sdn Bhd; Chairman, AI-Nibras Limited.

Tan Sri Dato’ Ahmad Fuzi is currently the Secretary-General of the World Islamic Economic Forum Foundation (WIEF);Chairman, Amanahraya-Reit; Chairman, Seremban Engineering Berhad; Executive Chairman, Islamic Retail ManagementFund; Independent Non-Executive Director, Puncak Niaga Holdings Berhad; Member, Board of Trustees, F3 StrategiesBerhad; Advisor, The Guide to Malaysia Series; and Member, Advisory Board, Asia Pacific Entrepreneurship Award (APEA).

Tan Sri Dato’ Ahmad Fuzi is also a Distinguished Fellow, Institute of Strategic and International Studies (ISIS); DistinguishedFellow, Institute of Diplomacy and Foreign Relations; Deputy Chairman, Malaysian Member Committee of the Council forSecurity Cooperation in the Asia Pacific (CSCAP Malaysia); Member, Board of Trustees, MERCY, Malaysia; Member,Advisory Council, Alliance Foundation; President, Association of Former Malaysian Ambassadors (AFMA) and Advisor, HighSchool Bukit Mertajam Alumni Malaysia.

He holds a Bachelor of Arts Degree (Honours) from the University of Malaya (1972) and a Certificate in Diplomacy (ForeignService Course) from the University of Oxford (1974).

In recognition of his service to the nation, he was awarded the AMN (1979), the JSM (1999), the DSPN (1999), the DMPN(2002) and the PSM (2003).

Tan Sri Dato’ Ahmad Fuzi does not have any family relationship with any Director and / or substantial shareholders of theCompany or any conflict of interest with the Company. He has not been convicted of any offences in the last ten (10) years,other than traffic offences (if any).

Profile of Directors

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Profile Directors (continued)

Mr. Khor Chai TianIndependent Non-Executive DirectorMalaysian, Aged 48

Mr. Khor Chai Tian was appointed to the Board of the Company as an Independent Non-Executive Directoron 13 December 2007. He obtained a Bachelor of Economics Degree(Honours) from University of Malayaand M.B.A from Asia International Open University, Macau.

He was Executive Director of Master-Pack Group Bhd from 1995 to 2004. Currently, he is an ExecutiveDirector of Master Advisory Services Sdn Bhd and Oceanpac Sdn Bhd.

Mr. Khor does not have any family relationship with any Director and / or substantial shareholders of theCompany or any conflict of interest with the Company. He has not been convicted of any offences in the lastten (10) years, other than traffic offences (if any).

Dr Tan Boon NuntManaging Director/ Chief Executive OfficerMalaysian, Aged 52

Dr Tan Boon Nunt was appointed to the Board of the Company in 1992. He was subsequently appointed as theManaging Director and Chief Executive Officer in 2002. He is the co-founder of the Company as well asTopclass Access Sdn Bhd (TASB). Dr Tan achieved his doctorate in Management from Greenwich University ofAustralia in 2000.

He started his career as a media planner in the publication industry for more than eleven (11) years. Beforefounding the Company, he was the Managing Director of Better Living Sdn Bhd, a trading house, for five yearsprior to 1992. Dr Tan was awarded the 2002 Ernst & Young Entrepreneur of the Year Award for Information &Communication Technology.

Dr Tan does not have any family relationship with any Director and / or substantial shareholder of the Companyor any conflict of interest with the Company. He has not been convicted of any offences in the last ten (10)years, other than traffic offences (if any).

Madam Lee Suet HongExecutive Director/ Chief Operating OfficerMalaysian, Aged 54

Madam Lee Suet Hong was appointed to the Board of the Company in 1992. She was subsequently appointedas the Executive Director and Chief Operating Officer in 2002. She is also the co-founder of the Company aswell as TASB. She graduated with a Diploma in Business Studies and Management from The London Collegeof Business Studies in 1979. She obtained her MBA, majoring in E-Marketing from the Greenwich University ofAustralia in 2002.

Madam Lee started her career as a Personal Assistant to the Managing Director of Atkinson Pte Ltd in Londonfrom 1978 to 1979. She held senior management and administrative positions in several public listed companiesbefore joining the company.

Madam Lee does not have any family relationship with any Director and / or substantial shareholders of theCompany or any conflict of interest with the Company. She has not been convicted of any offences in the lastten (10) years, other than traffic offences (if any).



Mr. Lim Ghim ChaiIndependent Non-Executive DirectorMalaysian, Aged 35

Mr. Lim Ghim Chai was appointed to the Board of the Company as an Independent Non-Executive Directoron 11 April 2008.

He graduated with a Bachelor of Commerce (Accounting) Degree from La Trobe University at Melbourne,Australia and is a member of Malaysian Institute of Accountants and Malaysian Insurance Institute. Heobtained membership of Certified Practising Accountant of CPA Australia in year 2003.

Mr. Lim worked as a Financial Accountant in Acer Technologies (M) Sdn. Bhd. from year 2000 to 2001 andwas a Financial Analyst in Agilent Technologies (M) Sdn Bhd in year 2001. Thereafter, he worked as anAccountant in Lorry Commercial Logistic Sdn Bhd in year 2002.

He was a Partner and also a Director in a professional firm providing services of taxation, business planningconsultancy, company accounting and company secretarial from years 2003 until 2006.

Currently, Mr. Lim is a Partner, Managing Director and Executive Director and also Shareholder of a fewcompanies in the business of Interior Design, Property Development and Recycling.

Mr. Lim does not have any family relationship with any Director and / or substantial shareholders of theCompany or any conflict of interest with the Company. He has not been convicted of any offences in the lastten (10) years, other than traffic offences (if any).

Mr Chu Kheh WeeIndependent Non-Executive DirectorMalaysian, Aged 40

Mr. Chu Kheh Wee was appointed to the Board of the Company as an Independent Non-Executive Director on 22 July 2009.

He is a Associate member of the Chartered Institute of Management Accountants (CIMA) and the Chartered Accountant ofMalaysian Institute of Accountants (MIA).

Mr Chu has vast experience working with industries of property development/construction, hotel development and managementand oil/gas throughout his career.

He worked as the Senior Finance Manager of Worthy Builders since October 2000.Subsequently he joined Oilcorp BerhadGroup in May 2002 as Senior Manager - Corporate Finance and he was designated as Chief Financial Officer of D’Tiara CorpLimited in Year 2007 before he left the group in end of year 2008.

At present, he is director of Tracklink Resources Sdn Bhd, a trading cum business consultant service provider. He is alsoappointed as the Independent Director of Sumatic Resources Bhd.

Mr. Chu does not have any family relationship with any Director and / or substantial shareholders of the Company or anyconflict of interest with the Company. He has not been convicted of any offences in the last ten (10) years, other than trafficoffences (if any).

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The Board of Directors acknowledges the importance of adopting high standards of corporate governance within theCompany. Good corporate governance is a fundamental part of the Company’s responsibility to protect, realize andenhance long-term shareholders’ value and the financial performance of the Company.

The Statement below sets out how the Company has applied the Key Principles of the Malaysian Code on CorporateGovernance (“the Code”) and how the Board has complied with the Best Practices set in the Code for the financial yearended 28 February 2010.

a) BOARD OF DIRECTORS

The Board of Directors consists of six (6) dedicated members, comprising of Executive Chairman, CEO/ManagingDirector, Executive Director, and three Independent Non-Executive Directors. The Company complied with theListing Requirements of Bursa Malaysia Securities Bhd (Bursa Malaysia) for the ACE Market (Listing Requirements)which states that a listed company must have at least two directors or one third of the Board of Directors, whicheveris the higher, whom are independent.

There is a clear division of responsibilities between the Independent Non-Executive Directors and the ExecutiveChairman/Managing Director/Executive Director to ensure clear and definitive segregation of duties, balance ofpower and authority.

The Independent Non-Executive Directors are independent of management and free from any business orother relationship that could materially interfere with the exercise of their independent judgement.

i) Board Meetings

Since the Company’s previous financial year end, the Board has met seven (7) times for the financial yearended 28 February 2010. The Board meetings have always gathered full attendance of its members.

The records of attendance of each Director at Board Meetings held during the financial year ended 28February 2010 are disclosed below:

Director (s) Number of Meeting(s) attended PercentageTan Sri Dato’ Ahmad Fuzi bin Haji Abdul Razak N/A (appointed on 30/04/2010) N/ATan Sri Dato’(Dr) Abdul Aziz Bin Abdul Rahman 4 out of 4 (resigned on 26/06/2009) 100%Dr Tan Boon Nunt 7 out of 7 100%Madam Lee Suet Hong 7 out of 7 100%Mr. Khor Chai Tian 7 out of 7 100%Mr. Lim Ghim Chai 6 out of 7 86%Mr. Chu Kheh Wee 2 out of 3 (appointed on 22/07/2009) 67%

ii) Supply Of Information

The Directors have full and timely access to information concerning the Company. Agenda of meetingsand discussion papers are circulated prior to Board meetings to allow the Directors time to study andevaluate the matters to be discussed.

The Directors have unrestricted access to the advice and services of the Company Secretariesand senior management in the Company and may obtain independent professional advice at theCompany’s expense in order to discharge their duties effectively.

iii) The Board and Board Committees

To assist the Board in the discharge of its duties effectively, the Board has delegated specific functionsto certain Committees, namely the Nomination Committee, Remuneration Committee and AuditCommittee, each operating within its clearly defined terms of reference. The Chairman of the variousCommittees will report to the Board on the outcome of the Committee meetings.

Statement of Corporate Governance



v) Remuneration Committee

The Remuneration Committee was established on 16 February, 2004. The members are MrKhor Chai Tian (Independent Non-Executive Director), Mr Lim Ghim Chai (Independent Non-Executive) and Madam Lee Suet Hong (Executive Director / Chief Operating Officer).

The Committee is responsible for recommending to the Board from time to time, the remunerationframework and package of the Executive Directors of the Company in all forms to commensuratewith the respective contributions of the Executive Directors. Executive Directors are to abstain fromdeliberations and voting on the decision in respect of their own remuneration packages.

The Board as a whole decides on the remuneration of Non-Executive Directors, including theExecutive Chairman. The individuals concerned should abstain from discussion on their ownremuneration packages. The shareholders at the Annual General Meeting (AGM) approvethe Directors’ fees.

One Remuneration Committee Meeting was held in July 2009 in dischanging their duties andresponsibilities.

The committee has reviewed and recommended to the board the remuneration package of ExecutiveDirectors for financial year ended 28 February 2010.

vi) Training for Directors

All the Directors have attended the Mandatory Accreditation Programme (MAP) as prescribed under theListing Requirements of the Bursa Malaysia Securities Berhad.

The Board has assessed the training needs of the Directors and encourages the Directors to attend anyrelevant programme to further enhance their knowledge to enable them to discharge their responsibilitymore effectively.

During the financial year under review the directors were updated on new regulatory and statutoryrequirements.

vii) Appointment and Re-election

In accordance with the Company’s Articles of Association, all new Directors are subject to electionat the AGM following their first appointment.

In every year, one-third of the Directors or if their number is not three or a multiple of three, then thenumber nearest to one-third, shall retire by rotation from office and seek re-election at each AGM andthat each Director shall retire from office at least once in every three years and shall be eligible forre-election.

iv) Nomination Committee

The Nomination Committee was formed on 16 February 2004. The members are Mr Khor Chai Tian(Independent Non-Executive Director) and Mr Lim Ghim Chai (Independent Non-Executive Director).

The Nomination Committee shall be appointed by the Board from amongst the Directors of the Companyand shall consists exclusively of a minimum of two (2) non-executive directors, majority of whom areindependent. The members of the Nomination Committee shall elect the Chairman from among their numberwho shall be an independent director. The majority of members present in the Commitee must be independentdirectors in order to form a quorum.

The functions of the Nomination Committee is to recommend the suitability of an individual to be appointedto the Board and to assess not only the performance of each Director on an on-going basis but the effectivenessof the whole Board and other Board Committees as a whole. The Board of Directors have full responsibilityin considering the approval on each nomination taking into account the individual’s skills, knowledge,expertise, experience, professionalism, integrity and suitability in filling the particular position.

Two Nomination Committee Meetings were held from May 2009 to July 2009 in discharging their duties andresponsibilities.

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c) SHAREHOLDERS

i) Relations with Shareholders and Investors

The Company acknowledges the significance of being accountable to its shareholders and investors andas such, has maintained active communication and feedback policy from institutional investors, shareholdersand the public generally. All shareholders, including private investors, have an opportunity to participate indiscussion with the Board on matters relating to the Company’s operation and performance at the Company’sAGM. Alternatively, they may obtain the Company’s latest announcements such as quarterly financial resultsfrom the Bursa Malaysia’s website (www.bursamalaysia.com).

ii) Annual General Meeting (AGM)

The AGM is the principal forum of dialogue with public shareholders. The shareholders are encouraged toparticipate in the open question and answer sessions in the AGM in which they may raise questions on theresolutions being proposed at the meeting and the financial performance and business operations in general.

d) ACCOUNTABILITY AND AUDIT

i) Financial Reporting

The Directors have taken reasonable steps to provide a balanced and understandable assessment of theCompany’s financial performance and prospects. In this respect, the Audit Committee assists the Board tooversee the Company’s financial reporting process and the quality of financial reporting.

ii) Statement of Directors’ in Relation to the Financial Statements

The Directors are responsible for the preparation of the Annual Audited Financial Statements which give atrue and fair view of the state of affairs of the Company and will ensure that they are presented in accordancewith the provisions of the Companies Act, 1965 and the applicable approved accounting standards inMalaysia.

In the preparation of the financial statements for the year ended 28 February 2010, the Directors are satisfiedthat the Company had used appropriate accounting policies that are consistently applied and supported byreasonable and prudent judgement and estimates.

b) DIRECTORS’ REMUNERATION

The Directors are satisfied that the current levels of remuneration are in line with the responsibilitiesundertaken by directors.

A summary of the remuneration of the Directors for the financial year under review, distinguishingbetween Executive and Non-Executive Directors in aggregate with categorization into appropriatecomponents is set out below:

Directors’ Remuneration Executive Director Non-Executive Director Total

Directors’ Fee (RM’000) - 75 75 Salaries and Other Emoluments (RM’000) 816 - 816

The number of Directors whose remuneration falls into the following bands are:-

Remuneration Range Executive Director Non-Executive Director

Below RM50,000 - 4RM350,001-RM400,000 1 -RM400,001-RM450,000 1 -

The Board is of the view that the above disclosure, without divulging respective Directors’ individualremuneration, is sufficient.



iii) Internal Control

The Board recognises the importance of internal control systems whereby shareholders’ investment and theCompany’s assets can be safeguarded. As at to date, the Board is comfortable with the current internalcontrols which are in place. The Board will improve the internal controls of the Company should the Boardbecome aware of any weaknesses.

iv) External Auditors

The Board has established a transparent relationship with the external auditors through the Audit Committee,which has been accorded with the power to communicate directly with the external auditors towards ensuringcompliance with the accounting standards and other related regulatory requirements.

v) Statement Of Compliance with the Best Practices of the Code

The Company is committed to achieve high standards of corporate governance throughout the Group and thehighest level of integrity and ethical standards in all of its business dealings.

The Board will continue to strive for full compliance with the Code in the coming financial year.

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1. CONFLICT OF INTEREST

None of the Directors have any family relationship with other Directors or major shareholders of the Company.

2. CONVICTIONS FOR OFFENCES

None of the Directors have been convicted for offences within the past ten (10) years other than traffic offences, ifany.

3. SHARE BUY BACKS

The Company purchased 3,423,300 of its ordinary shares from the open market at an average RM0.194 per share.

The total consideration paid for the repurchase including transaction costs was RM669,025.84 and this was financed by internally generated funds. The shares repurchased are being held as treasury shares in accordance with Section 67A of the Companies Act, 1965.

4. OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES

The Company issued up to 293,037,675 new free detachable Warrant 2009/2014 units on the basis of 1 Warrant for eachRights Share subscribed, with the Rights Share at an indicative issue price of RM0.10 each, of which the indicative firstcall of RM0.06 for each for each Rights Share is payable in cash on application and the second call of RM0.04 for eachRights Share is to be capitalized from asiaEP’s share premium account. In conjunction with this exercise, 46,883,154additional Warrant 2006/2011 units were issued.

5. AMERICAN DEPOSITORY RECEIPT (ADR) OR GLOBAL DEPOSITORY (GDR) PROGRAMME

During the financial year under review, the Company did not sponsor any ADR or GDR programmes.

6. IMPOSITION OF SANCTIONS / PENALTIES

There were no sanctions and/or penalties imposed on the Company, directors or management by the relevantregulatory bodies during the financial year under review.

7. NON-AUDIT FEES

There was no non-audit fees paid to the External Auditors, Messrs Baker Tilly Monteiro Heng during the financialyear ended 28 February 2010.

8. PROFIT ESTIMATE, FORECAST OR PROJECTION

There is no material variance between the results for the financial year and the unaudited results previouslyannounced by the Company. The Company did not issue any profit estimate, forecast or projections for the financialyear.

Additional Compliance InformationAdditional Compliance Information



9. MATERIAL CONTRACTS

There were no material contracts entered into by the Company/or its subsidiaries involving Director’s or majorshareholders’ interest, during the financial year under review.

10. PROFIT GUARANTEE

During the year, there was no profit guarantee given by the Company.

11. CONTRACTS RELATING TO LOAN

During the financial year under review, there were no contracts relating to loan by the Company involving Directorsand major shareholders.

12. REVALUATION OF LANDED PROPERTIES

The Company does not have a revaluation policy on landed properties.

13. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES OR PRACTICES

The Group was actively involved in corporate social responsibilty activities or practices during the financialyear ended 28 February 2010.

During the financial year, the management encouraged the staff to recycle paper and reduce the storageof paper and documents.

The Group interacts responsibly with our shareholders, suppliers, customers, government departments,regulators and industry associations in a number of ways, such as supporting the market with goodproducts, engaging in ethical procurement practices, maintaining quality of its service and businessofferings and compliance with the relevant regulations and obligations.

We are also committed to career development of our management and support staff, by sponsoring key personnelfor training and seminars.

14. RECURRENT RELATED PARTY TRANSACTIONS STATEMENT

During the financial year, the Company did not enter into any recurrent related party transactions ofrevenue or trading nature.

15. MATERIAL CONTRACTS INVOLVING DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

There were no material contracts entered into by the Company or its subsidiaries, which involved the interests of theDirectors and substantial shareholders during the financial year.

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16. Utilisation of Rights Issues Proceeds

As at 28 February 2010 the Company has utilised approximately 78.02% of the proceeds raised from its Right Issues inSeptember 2009.

Proposed Amt Actual Utilisation Unused Amt.Nature of expenses RM’000 RM’000 % RM’000

i. Repayment of bank borrowings of asiaEP Group 2,000 1,932 96.60 68 ii. Purchase of computer equipments and peripherals 2,000 2,000 100.00 - iii. Marketing and promotional activities 3,000 393 13.11 2,607 iv. Working capital requirements ** 6,514 6,239 95.77 275 v. Defraying of expenses relating to the Right Issue 1,000 760 76.00 240

14,514 11,324 78.02 3,190

** The allocation to the working capital is based on the balancing amount after taking into consideration any repayment ofbank borrowings and expenses related to the Right Issues. If there is any variation from the repayment of bank borrowingsand the estimated expenses incidental to the Right Issues, the working capital will be adjusted accordingly.



Audit Committee Report

COMPOSITION

Members of the Committee shall be determined by the Board of Directors and shall be composed of no fewerthan 3 members and all the members must be non-executive directors, with a majority of them beingindependent directors. The Chairman of the Audit Committee shall be an independent director & non-executivedirector.

The members of the Committee possess the requisite qualification and experience that meet the prescribedrequirements of Bursa Malaysia Securities Berhad for the ACE Market from time to time in force.

No Alternate Director or Chief Executive Officer shall be appointed as a member of the audit Committee.

The Audit committee comprises the following:-

Members

Mr Khor Chai Tian (Chairman) (Independent Non-Executive Director)Mr Lim Ghim Chai (Independent Non-Executive Director)Mr Chu Kheh Wee (Independent Non-Executive Director)

TERMS OF REFERENCE OF AUDIT COMMITTEE

Chairman

The Chairman of the Committee must be an independent Director. In the absence of the Chairman, themembers shall elect any one of the members present at the meeting to be Chairman of the meeting.

MEETINGS

The committee shall meet at least 4 times a year with 2 members in attendance to form a quorum.

SECRETARY

The Company Secretary shall be the Secretary of the Committee.

QUORUM

In order to form a quorum in respect of a meeting of an audit committee, the majority of members present mustbe independent directors.

MEETINGS

The Executive Directors, Accountant, Representative of the internal auditors may be present in any meetingupon the invitation of the Committee.

AUTHORITY

The Committee is authorised by the Board to investigate any matter within its terms of reference.

The Committee shall have the resources and shall be allowed to obtain independent professional or otheradvice as deemed necessary to assist the Committee in fulfilling its responsibilities at the cost of the Company.The Committee shall have full and unrestricted access to the Chief Executive Officer and any informationpertaining to the Company. The Committee shall also have direct communication channels with the externalauditors and person(s) carrying out the internal audit function or activity.

Whenever necessary, the Committee may also convene meetings with the external auditors, the internalauditors or both, without the attendance of the other directors and employees of the Company

DUTIES

The duties of the Audit Committee are :-1) Report to the Board of Directors after review the following :-• the audit plan with the external auditors;• the evaluation of the internal control system with the external auditors;• the external auditors’ audit report and any management letter from the external auditors to the Company

and the management’s response to such letter;

Audit Committee Report

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VARIATION IN RESULTS

There were no significant variations between the audited results for the financial year and the unaudited resultspreviously announced.

RECURRENT RELATED PARTY TRANSACTION

Details of Recurrent Related Party Transactions of revenue or trading nature are disclosed in the Notes to the FinancialStatements.

SUMMARY OF ACTIVITIES OF THE COMMITTEE DURING THE FINANCIAL YEAR ENDED 28 FEBRUARY 2010

During the financial year under review, the Committee convened five (5) meetings. Details of attendance are asfollows:-

Committee Members No. of meetings attended

Mr. Khor Chai Tian 5/5Mr. Lim Ghim Chai 5/5Mr. Chu Kheh Wee (appointed on 22/07/2009) 2/3Tan Sri Dato (DR) Abdul Aziz B. Abdul Rahman (ceased on 26/06/2009) 2/2

STATEMENT VERIFYING ALLOCATION OF OPTIONS

The Committee has reviewed and verified that the allocation of share options pursuant to the Employees Share OptionScheme (ESOS) for the financial year ended 28 February 2010 was made in accordance with the criteria as set out inthe By-Laws of the Company’s ESOS.

There were no options granted to any of the non-executive directors of the company.

Internal Audit Function

The Group has outsourced its internal audit function to a professional consulting firm. The internal audit function istherefore independent of the activities of the Group and performs its duties with impartiality, objectivity and dueprofessional care.

During the financial year, the report on 28 February 2010 was presented to the Audit Committee.

Audit Committee Report (continued)

• the assistance given by the employees of the Company to the external auditor;• the adequacy of the scope, functions, competency and resources of the internal audit function and that

it has the necessary authority to carry out its work;• the internal audit programme, processes, the results of the internal audit programme, processes or

investigation undertaken and whether or not appropriate action is taken on the recommendations ofthe internal audit function,

• the quarterly results and year end consolidated financial statements, prior to the approval by theboard of directors, focusing particularly on:-(i) changes in or implementation of major accounting policy changes;(ii) significant and unusual events; and(i i i) compliance with accounting standards and other legal requirements;

• any related party transaction and potential conflict of interest situation that may arise within the listedcompany or group including any transaction, procedure or course of conduct that raises questions ofmanagement integrity;

2) Recommend to the Board the nomination, appointment or reappointment of the External Auditors and any question of their resignation and termination; and

3) Perform any other duties as may be agreed by the Committee and the Board of Directors

REVIEW OF THE AUDIT COMMITTEE

The term of office and performance and each of it smembers of the Audit committee shall be reviewed by the Board at least oncein every 3 years to determine whether the Committee and members have carried out their duties in accordance with their termsof reference.



INTRODUCTION

The Malaysian Code on Corporate Governance requires listed companies to maintain a sound system of internalcontrols to safeguard shareholders’ investments and the Group’s assets. The Bursa Malaysia Securities Berhad’sListing Requirements require directors of public listed companies to include a statement in their annual reports on thestate of their internal controls. The Bursa Securities’ Statement on Internal Control: Guidance for Directors of PublicListed Companies (“Guidance”) provides guidance for compliance with these requirements.

The Board of Directors is pleased to present the Statement on Internal Control of the Group which outlines the keyelements of internal control for the year ended 28 February 2010. This statement has been prepared in accordance withthe Guidance and the Listing Requirements of Bursa Securities.

RESPONSIBILITY OF THE BOARD

The Board is ultimately responsible for the Group’s system of internal control which includes financial, compliance andoperational controls of the Group. The Board also recognises its responsibility for reviewing the adequacy and integrityof the system of internal control to safeguard shareholders’ investments and the Group’s assets.

RISK MANAGEMENT FRAMEWORK

The Executive Directors with assistance of the management are continuously identifying, evaluating and managingsignificant business risks that affect the day-to-day operations of the Group.

The Audit Committee, on behalf of the Board, considers the effectiveness of the operation of the internal controlprocedures in the Group during the financial year. The Audit Committee reviews internal control issues identified bymanagement and evaluates the adequacy and effectiveness of the Group’s risk management and internal controlsystem.

INTERNAL AUDIT FUNCTION

The Group has appointed HMC Governance Sdn Bhd an external professional firm as internal auditor. The InternalAudit function reports directly to the Audit Committee, carries out regular review of business process to assess theeffectiveness of internal controls and highlights any significant risk that may adversely affect the Group. Whenevernecessary, the Audit Committee reviews and discusses with key management on the issues brought up by the InternalAudit function.

For the financial year ended 28 February 2010, the amount of fees incured in respect of the internal control reviewperformed by the professional firm was RM15,300.

KEY ELEMENTS

The key elements of the Group’s internal control system include the following:

- There is a clearly defined delegation of responsibility to the Management and operating units to ensure properidentification of accountability and segregation of duties.

- Policy guidelines, procedures and authority limits are established for Executive Directors and management withinthe Group in respect of the day-to-day operations, acquisitions and disposal of assets.

- There are standard operating policies and procedures which are set out and communicated to all levels of theorganisation.

- Regular Board and Management Meetings are held where information is provided to the Board and Managementcovering financial performance and operation.

CONCLUSION

The Board is of the opinion that based on the current level of activities, the Group’s system of internal control isadequate, and the Management will continue to take measures to strengthen the control environment. This statementwas made in accordance with a resolution of the Board of Directors.

Statement on Internal Control

19



Contents Page

Directors’ Report 1 - 7

Financial statements

Balance Sheet 8 - 9

Income Statement 10

Statement of Changes in Equity 11 - 13

Cash Flow Statement 14 - 16

Notes to the Financial Statements 17 - 55

Statement by Directors 56

Statutory Declaration 57

Independent Auditor’s Report 58 - 59

Financial Statements

REPORTS AND FINANCIAL STATEMENTSFOR THE YEAR ENDED 28TH FEBRUARY 2010

ASIAEP BHD.(Incorporated in Malaysia)

1

Company No. 253387 - W

asiaEP BERHAD

(Incorporated in Malaysia)

DIRECTORS' REPORT

The directors hereby submit their report together with the audited financial statements of the

Group and of the Company for the financial year ended 28th February 2010.

PRINCIPAL ACTIVITIES

The Company is principally engaged in providing e-commerce solutions and developing an e-

market place for both local and international enterprises. The principal activities of its

subsidiaries are disclosed in Note 6 to the financial statements. There have been no significant

changes in the nature of these principal activities during the financial year.

RESULTS

Group Company

RM'000 RM'000

Net loss for the financial year (2,890) (3,102)

DIVIDEND

No dividend was paid or declared by the Company since the end of the previous financial year.

The directors do not recommend the payment of any dividends in respect of the financial year

ended 28th February 2010.

RESERVES AND PROVISIONS

All material transfers to and from reserves and provisions during the financial year have been

disclosed in the financial statements.

BAD AND DOUBTFUL DEBTS

Before the income statements and balance sheets of the Group and of the Company were made out,

the directors took reasonable steps to ascertain that action had been taken in relation to the writing

off of bad debts and the making of allowance for doubtful debts, and had satisfied themselves that

all known bad debts had been written off and adequate allowance had been made for doubtful

debts.

2


BAD AND DOUBTFUL DEBTS (Continued)

At the date of this report, the directors are not aware of any circumstances that would render the

amount written off for bad debts, or the amount of the allowance for doubtful debts in the financial

statements of the Group and of the Company inadequate to any substantial extent.

CURRENT ASSETS

Before the income statements and balance sheets of the Group and of the Company were made out,

the directors took reasonable steps to ensure that any current assets, other than debts, which were

unlikely to be realised in the ordinary course of business, their values as shown in the accounting

records of the Group and of the Company had been written down to an amount that they might be

expected to be realised.

At the date of this report, the directors are not aware of any circumstances that would render the

values attributed to the current assets in the financial statements of the Group and of the Company

misleading.

VALUATION METHODS

At the date of this report, the directors are not aware of any circumstances which have arisen

which render adherence to the existing methods of valuation of assets or liabilities of the Group

and of the Company misleading or inappropriate.

CONTINGENT AND OTHER LIABILITIES

At the date of this report, there does not exist:-

(i) any charge on the assets of the Group and of the Company that has arisen since the end of

the financial year which secures the liabilities of any other person, or

(ii) any contingent liabilities in respect of the Group and of the Company that has arisen since

the end of the financial year.

No contingent liabilities or other liabilities of the Group and of the Company has become

enforceable, or is likely to become enforceable within the period of twelve months after the end of

the financial year which, in the opinion of the directors, will or may substantially affect the ability

of the Group and of the Company to meet their obligations as and when they fall due.

CHANGE OF CIRCUMSTANCES

At the date of this report, the directors are not aware of any circumstances, not otherwise dealt

with in this report or the financial statements of the Group and of the Company that would render

any amount stated in the financial statements misleading.

3


ITEMS OF AN UNUSUAL NATURE

The results of the operations of the Group and of the Company for the financial year were not, in

the opinion of the directors, substantially affected by any item, transaction or event of a material

and unusual nature.

No item, transaction or event of a material and unusual nature has arisen in the interval between

the end of the financial year and the date of this report which is likely to affect substantially the

results of the operations of the Group and of the Company for the financial year in which this

report is made.

ISSUE OF SHARES AND DEBENTURES

During the financial year, the Company increased its:-

(a) authorised ordinary share capital from RM50,000,000/- to RM150,000,000/- through the

creation of 1,000,000,000 ordinary shares of RM0.10 each; and

(b) issued and paid-up ordinary share capital from RM24,531,828/- to RM72,910,825/- by way

of:-

(i) the issuance of 241,894,985 new ordinary shares of RM0.10 each pursuant to a

renounceable rights issue (“Rights Share”) on the basis of one Rights Share for each

existing ordinary share of RM0.10 each in the Company at an issue price of

RM0.10 per Rights Share; and

(ii) the issuance of 241,894,985 new ordinary shares of RM0.10 each pursuant to a

bonus issue (“Bonus Shares”) on the basis of one Bonus Share for each Rights

Share subscribed.

The new ordinary shares issued during the financial year ranked pari passu in all respects with the

existing ordinary shares of the Company.

The Company has not issued any debentures during the financial year.

TREASURY SHARES

The Company has not repurchased any issued share capital during the financial year.

Further relevant details are disclosed in Note 14 to the financial statements.

WARRANTS

During the financial year, the warrants were issued for free to the subscribers of renounceable

Rights Issue valued at RM13,275,197/- on the basis of one detachable warrants for every Rights

Share subscribed.

Details of the warrants are set out in Note 13 to the financial statements.

4


EMPLOYEES’ SHARE OPTION SCHEME (“ESOS”)

At an Extraordinary General Meeting held on 23rd August 2004, the Company’s shareholders

approved the establishment of an ESOS of up to 15% of the issued share capital of the Company,

to eligible Executive Directors and employees of the Group (“the Scheme”). The Scheme was set

to expire on 27th August 2007 (“Date of Expiry”).

However, prior to the Date of Expiry, on 20th August 2007, the Company approved the proposal

to extend the existing scheme for a further period of up to 3 years from the date of expiry

(“Extended Scheme”). The Extended Scheme shall be implemented in accordance with the terms

of the Company’s By-Laws of the ESOS Scheme.

The salient terms of the scheme are as follows:-

(a) Eligible employees and Executive Directors must be at least eighteen (18) years of age and

must have been confirmed on the date of offer.

(b) The option is personal to the grantee whilst he is in employment of any company in the

Group and is non-assignable.

(c) The exercise price shall be discounted by not more than 10% from the weighted average of

the market price of the Shares as shown in the daily official list issued by the Bursa

Malaysia Securities Berhad for the five (5) trading days immediately preceding the

respective dates of the offer in writing to the grantee or at the par value of the ordinary

shares of the Company, whichever is higher.

(d) The option granted may be exercised at any time within a period of three (3) years from the

date of offer of the option or such shorter period as may be specifically stated in the offer

upon giving notice in writing. In the event that the duration of the option shall be renewed,

the Date of Expiry of the option shall be that Date of Expiry as so extended or renewed.

(e) The options granted may be exercised in full or in lesser number of ordinary shares provided

that the number shall be in multiples of 100 shares.

Other provisions are stipulated in the Company’s By-Laws of ESOS Scheme.

The persons to whom the options have been granted have no right to participate by virtue of the

options in any share issue of any other companies.

No options were granted to any person to take up unissued shares or debentures of the Company

during the financial year.

5


DIRECTORS

The names of the directors of the Company in office since the date of the last report and at the date

of this report are:-

YB Tan Sri Dato’ Ahmad Fuzi Bin Haji Abdul Razak - appointed on 30.4.2010

Dr. Tan Boon Nunt

Lee Suet Hong

Khor Chai Tian

Lim Ghim Chai

Chu Kheh Wee - appointed on 22.7.2009

YB Tan Sri Dato’ (Dr) Abdul Aziz Bin Abdul Rahman - resigned on 26.6.2009

DIRECTORS’ INTERESTS

According to the register of directors’ shareholdings kept by the Company under Section 134 of

the Companies Act, 1965, the interests of those directors who held office at the end of the financial

year in shares and warrants in the Company during the financial year ended 28th February 2010

are as follows:-

Number of ordinary shares of RM0.10 each

At At

1.3.2009 Bought Sold 28.2.2010

Shareholdings in the Company

Dr. Tan Boon Nunt 9,474,260 9,749,814 (4,600,000) 14,624,074

Lee Suet Hong 260 13,801,814 - 13,802,074

Shareholdings in which directors

have deemed interests through

Topclass Access Sdn. Bhd.

Dr. Tan Boon Nunt 18,562,509 37,125,018 (9,900,000) 45,787,527

Lee Suet Hong 18,562,509 37,125,018 (9,900,000) 45,787,527

Number of warrants 2006/2011

At

1.3.2009

Adjusted

Exercised

At

28.2.2010

Dr. Tan Boon Nunt 2,166,716 2,128,755 - 4,295,471

Lee Suet Hong 1,333,383 1,310,022 - 2,643,405

Warrant holdings in which

directors have deemed interests

through Topclass Access Sdn. Bhd.

Dr. Tan Boon Nunt 2,399,225 2,357,395 (4,756,620) -

Lee Suet Hong 2,399,225 2,357,395 (4,756,620) -

6


DIRECTORS’ INTERESTS (Continued)


At

9.9.2009

(Issue Date)

Bought

Exercised

At

28.2.2010

Dr. Tan Boon Nunt 4,874,907 - - 4,874,907

Lee Suet Hong 4,600,907 - - 4,600,907

Warrant holdings in which

directors have deemed interests

through Topclass Access Sdn. Bhd.

Dr. Tan Boon Nunt 18,562,509 - (15,750,000) 2,812,509

Lee Suet Hong 18,562,509 - (15,750,000) 2,812,509

By virtue of their interests in the shares of the Company, Dr. Tan Boon Nunt and Lee Suet Hong

are also deemed interested in the shares of all the subsidiaries to the extent the Company has an

interest.

Other than as stated above, none of the directors in office at the end of the financial year had any

interest in shares and warrants in the Company and its related corporations during the financial

year.

DIRECTORS' BENEFITS

Since the end of the previous financial year, no director of the Company has received or become

entitled to receive a benefit (other than benefits included in the aggregate amount of emoluments

received or due and receivable by the directors shown in the financial statements) by reason of a

contract made by the Company or a related corporation with the director or with a firm of which

the director is a member, or with a company in which the director has a substantial financial

interest.

Neither during nor at the end of the financial year was the Company or any of its related

corporations a party to any arrangement, whose object was to enable the directors to acquire

benefits by means of the acquisition of shares in, or debentures of, the Company or any other body

corporate.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

Significant events during the financial year are disclosed in Note 27 to the financial statements.

7


AUDITORS

The auditors, Messrs Baker Tilly Monteiro Heng, have expressed their willingness to continue in

office.

On behalf of the Board,

……………………………..

DR. TAN BOON NUNT

Director

……………………………..

LEE SUET HONG

Director

Kuala Lumpur

Date: 11th May 2010

8


asiaEP BERHAD


BALANCE SHEETS AS AT 28TH FEBRUARY 2010

2010 2009 2010 2009

Note RM'000 RM'000 RM'000 RM'000

ASSETS

Non-current assets

Property, plant and equipment 4 32,397 28,976 2,226 1,727

Prepaid land lease payments 5 470 475 470 475

Investment in subsidiaries 6 - - 929 1,466

Intangible assets 7 34,977 32,723 11,017 12,468

67,844 62,174 14,642 16,136

Current assets

Trade receivables 8 720 1,644 310 1,124

Other receivables, deposits and

prepayments 9 28 117 28 114

Amount owing by subsidiaries 10 - - 61,157 53,965

Deposit placed with a licensed bank 3,696 - 3,696 -

Tax recoverable 9 5 9 5

Cash and bank balances 547 531 184 485

5,000 2,297 65,384 55,693

TOTAL ASSETS 72,844 64,471 80,026 71,829

EQUITY AND LIABILITIES

Equity attributable to equity holders

of the Company

Share capital 11 72,911 24,532 72,911 24,532

Reserves 12 (384) 37,144 6,817 44,544

Shareholders' funds 72,527 61,676 79,728 69,076

Minority interest - - - -

Total equity 72,527 61,676 79,728 69,076

Group Company

9


asiaEP BERHAD


BALANCE SHEETS AS AT 28TH FEBRUARY 2010 (Continued)

2010 2009 2010 2009

Note RM'000 RM'000 RM'000 RM'000

Non-current liabilities

Hire purchase liabilities 15 - 226 - 226

Deferred tax liabilities 16 - 239 - 239

- 465 - 465

Current liabilities

Trade payables 17 40 24 40 24

Other payables and accruals 18 277 673 258 631

Hire purchase liabilities 15 - 129 - 129

Short term borrowing 19 - 1,504 - 1,504

317 2,330 298 2,288

Total liabilities 317 2,795 298 2,753

TOTAL EQUITY AND LIABILITIES 72,844 64,471 80,026 71,829

Group Company

The accompanying notes form an integral part of these financial statements.

10


asiaEP BERHAD


INCOME STATEMENTS

FOR THE FINANCIAL YEAR ENDED 28TH FEBRUARY 2010

2010 2009 2010 2009

Note RM'000 RM'000 RM'000 RM'000

(Restated)

REVENUE 20 9,860 5,831 3,663 4,963

Cost of services (4,661) (4,471) (1,529) (1,687)

GROSS PROFIT 5,199 1,360 2,134 3,276

Other operating income 289 228 289 224

Administrative expenses (8,532) (9,142) (5,142) (5,324)

Other operating expenses - - (537) -

OPERATING LOSS 21 (3,044) (7,554) (3,256) (1,824)

Finance costs

- hire purchase interest (26) (7) (26) (7)

- overdraft interest (57) (55) (57) (55)

LOSS BEFORE TAXATION (3,127) (7,616) (3,339) (1,886)

TAXATION 22 237 (63) 237 (112)

NET LOSS FOR THE

FINANCIAL YEAR (2,890) (7,679) (3,102) (1,998)

Attributable to:

Equity holders of the Company (2,890) (7,679) (3,102) (1,998)

Minority interest - - - -

(2,890) (7,679) (3,102) (1,998)

Loss per share attributable to

ordinary equity holders of the

Company: 23

Basic (sen) (0.61) (3.30)

Diluted (sen) N/A N/A

Group Company


11


asiaEP BERHAD


STATEMENTS OF CHANGES IN EQUITY


Share

Share Translation Warrant Premium Retained Treasury Minority Total

Group Capital Reserve Reserve Reserve Profits Shares Total Interest Equity

RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000

At 1st March 2008 24,532 (209) 319 20,661 25,221 (324) 70,200 - 70,200

Purchase of treasury shares - - - - - (345) (345) - (345)

Exchange differences - (495) - - (5) - (500) - (500)

Net loss for the financial year - - - - (7,679) - (7,679) - (7,679)

At 28th February 2009 24,532 (704) 319 20,661 17,537 (669) 61,676 - 61,676

Attributable to equity holders of the Company

Non-distributable Distributable

12


asiaEP BERHAD



FOR THE FINANCIAL YEAR ENDED 28TH FEBRUARY 2010 (Continued)

Share

Share Translation Warrant Premium Treasury Minority Total

Group Capital Reserve Reserve Reserve Shares Total Interest Equity

RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000

At 28th February 2009 24,532 (704) 319 20,661 17,537 (669) 61,676 - 61,676

Issuance of ordinary shares 48,379 - 13,275 (20,661) (27,239) - 13,754 - 13,754

Exchange differences - (13) - - - - (13) - (13)

Net loss for the financial year - - - - (2,890) - (2,890) - (2,890)

At 28th February 2010 72,911 (717) 13,594 - (12,592) (669) 72,527 - 72,527

(Accumulated

Losses)/

Retained

Profits

RM'000

Attributable to equity holders of the Company

Non-distributable Distributable

13


asiaEP BERHAD




(Accumulated

Share Losses)/

Share Warrant Premium Retained Treasury

Company Capital Reserve Reserve Profits Shares Total

RM'000 RM'000 RM'000 RM'000 RM'000 RM'000

At 1st March 2008 24,532 319 20,661 26,231 (324) 71,419

Purchase of treasury

shares - - - - (345) (345)

Net loss for the

financial year - - - (1,998) - (1,998)

At 28th February 2009 24,532 319 20,661 24,233 (669) 69,076

Issuance of ordinary

shares 48,379 13,275 (20,661) (27,239) - 13,754

Net loss for the

financial year - - - (3,102) - (3,102)

At 28th February 2010 72,911 13,594 - (6,108) (669) 79,728

DistributableNon-distributable


14


asiaEP BERHAD


CASH FLOW STATEMENTS


2010 2009 2010 2009

RM'000 RM'000 RM'000 RM'000

CASH FLOWS FROM

OPERATING ACTIVITIES:

Loss before taxation (3,127) (7,616) (3,339) (1,886)

Adjustments for:

Amortisation

- intellectual property 1,399 1,175 1,399 1,175

- development costs 2,998 3,110 219 330

- prepaid land lease payments 5 5 5 5

Allowance for doubtful debts no longer required (214) - (214) -

Bad debt recovered - (216) - (216)

Currency realignment (5) (506) - -

Gain on disposal of property, plant and equipment (27) - (27) -

Impairment loss on investment in a subsidiary - - 537 -

Interest expense 83 62 83 62

Interest income (46) (12) (46) (8)

Depreciation 3,581 3,708 281 395

Loss on winding up of subsidiary - 29 - -

Development cost written off - 11 - -

Property, plant and equipment written off - 419 - -

4,647 169 (1,102) (143)

Changes In Working Capital:

Receivables 1,227 2,696 1,114 3,115

Payables (380) 221 (357) 189

Development costs paid (640) (1,752) (74) (114)

Tax paid (6) (12) (6) (12)

4,848 1,322 (425) 3,035

Interest paid (83) (62) (83) (62)

Net Operating Cash Flows 4,765 1,260 (508) 2,973

Group Company

15


asiaEP BERHAD




2010 2009 2010 2009

RM'000 RM'000 RM'000 RM'000

CASH FLOWS FROM

INVESTING ACTIVITIES:

Purchase of property, plant and equipment (13,021) (5,167) (4,895) (4,982)

Interest received 46 12 46 8

Loss on winding up of subsidiary - (29) - -

Proceeds from disposal of

property, plant and equipment 30 - 30 -

Net Investing Cash Flows (12,945) (5,184) (4,819) (4,974)

CASH FLOWS FROM

FINANCING ACTIVITIES:

Repayment of hire purchase liabilities (355) (61) (355) (61)

Advance to subsidiaries - - (3,173) (1,532)

(Repayment)/drawdown of short term borrowing (1,504) 1,504 (1,504) 1,504

Purchase of treasury shares - (345) - (345)

Proceeds from Rights Issue 14,514 - 14,514 -

Rights Issue expenses (760) - (760) -

Net Financing Cash Flows 11,895 1,098 8,722 (434)

NET CHANGE IN CASH AND

CASH EQUIVALENTS 3,715 (2,826) 3,395 (2,435)

EFFECT ON EXCHANGE RATE CHANGES

ON OPENING CASH (3) (6) - -

CASH AND CASH EQUIVALENTS AT THE

BEGINNING OF THE FINANCIAL YEAR 531 3,363 485 2,920

CASH AND CASH EQUIVALENTS AT

THE END OF THE FINANCIAL YEAR 4,243 531 3,880 485

Group Company

16


asiaEP BERHAD




2010 2009 2010 2009

RM'000 RM'000 RM'000 RM'000

ANALYSIS OF CASH AND CASH

EQUIVALENTS:

Deposit placed with a licensed bank 3,696 - 3,696 -

Cash and bank balances 547 531 184 485

4,243 531 3,880 485

Group Company

During the financial year, the Group and the Company acquired property, plant and equipment

totalling to RM13,021,000/- (2009: RM5,519,000/-) and RM13,021,000/- (2009: RM5,334,000/-)

respectively of which RM Nil (2009: RM470,000/-) were acquired under hire purchase

arrangements. Cash payments of RM Nil (2009: RM118,000/-) were made towards the hire

purchase liabilities.


17


asiaEP BERHAD


NOTES TO THE FINANCIAL STATEMENTS

1. CORPORATE INFORMATION

The Company is principally engaged in providing e-commerce solutions and developing an e-

market place for both local and international enterprises. The principal activities of its

subsidiaries are disclosed in Note 6 to the financial statements. There have been no

significant changes in the nature of these principal activities during the financial year.

The Company is a public limited liability company, incorporated and domiciled in Malaysia,

and listed on the ACE Market of Bursa Malaysia Securities Berhad.

The registered office and the principal place of business of the Company are both located at

No. 18 & 20, Jalan TK 2/1C, Taman Kinrara Seksyen 2, 47100 Puchong, Selangor Darul

Ehsan.

The financial statements are expressed in Ringgit Malaysia and all values are rounded to the

nearest thousand (RM’000) except when otherwise indicated.

The financial statements were authorised for issue by the board of directors in accordance

with a resolution of the directors on 11th May 2010.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of Preparation

The financial statements of the Group and of the Company have been prepared in accordance

with the Financial Reporting Standards (“FRSs”) and the provisions of the Companies Act,

1965 in Malaysia.

The financial statements of the Group and of the Company have been prepared under the

historical cost basis, except as disclosed in the significant accounting policies in Note 2.3 to

the financial statements.

The preparation of financial statements in conformity with FRSs requires the use of certain

critical accounting estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosures of contingent assets and liabilities at the date of the financial

statements, and the reported amounts of the revenue and expenses during the reported

financial period. It also requires directors’ best knowledge of current events and actions, and

therefore actual results may differ.

The areas involving a higher degree of judgement or complexity, or areas where assumptions

and estimates are significant to the financial statements are disclosed in Note 3 to the

financial statements.

18


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.2 New and Revised FRSs, Amendments/Improvements to FRSs and IC Interpretations

(“IC Int”)

(a) Adoption of New and Revised FRSs, Amendments/Improvements to FRSs and IC

Int

There are no new and revised accounting standards, amendments/improvements to

FRSs and IC Int that are effective and applicable for the Group’s financial year ended

28th February 2010.

(b) New and Revised FRSs, Amendments/Improvements to FRSs and IC Int that are

issued, not yet effective and have not been adopted early

The Group and the Company have not adopted the following new and revised FRSs,

amendments/improvements to FRSs and IC Int that have been issued as at the date of

authorisation of these financial statements but are not yet effective for the Group and

the Company:-

Effective for

financial periods

beginning on

or after

New FRSs

FRS 4 Insurance Contracts 1 January 2010

FRS 7 Financial Instruments : Disclosures 1 January 2010

FRS 8 Operating Segments 1 July 2009

FRS 139 Financial Instruments : Recognition and

Measurement

1 January 2010

Revised FRSs

FRS 1 First time Adoption of Financial Reporting

Standards

1 July 2010

FRS 3 Business Combinations 1 July 2010

FRS 101 Presentation of Financial Statements 1 January 2010

FRS 123 Borrowing costs 1 January 2010

FRS 127 Consolidated and Separate Financial Statements

: Cost of an Investment in a Subsidiary, Jointly

Controlled Entity or Associate

1 July 2010

Amendments/Improvements to FRSs

FRS 1 First time Adoption of Financial Reporting

Standards

1 January 2010

&

1 January 2011

FRS 2 Share-based Payment – Vesting Conditions and

Cancellations

1 January &

1 July 2010

FRS 5 Non-current Assets Held for Sale and

Discontinued Operations

1 January &

1 July 2010

FRS 7 Financial Instruments: Disclosure 1 January 2010

&

1 January 2011

19




(“IC Int”)


issued, not yet effective and have not been adopted early (Continued)

Effective for

financial periods

beginning on

or after

Amendments/Improvements to FRSs

FRS 8 Operating Segments 1 January 2010

FRS 107 Statement of Cash Flows 1 January 2010

FRS 108 Accounting Policies, Changes in Accounting

Estimates and Errors

1 January 2010

FRS 110 Events After the Reporting Period 1 January 2010

FRS 116 Property, Plant and Equipment 1 January 2010

FRS 117 Leases 1 January 2010

FRS 118 Revenue 1 January 2010

FRS 119 Employee Benefits 1 January 2010

FRS 120 Accounting for Government Grants and

Disclosure of Government Assistance

1 January 2010

FRS 123 Borrowing Costs 1 January 2010

FRS 127 Consolidated and Separate Financial Statements

: Cost of an Investment in a Subsidiary, Jointly

Controlled Entity or Associate

1 January 2010

FRS 128 Investment in Associates 1 January 2010

FRS 129 Financial Reporting in Hyperinflationary

Economies

1 January 2010

FRS 131 Interests in Joint Venture 1 January 2010

FRS 132 Financial Instruments: Presentation 1 January &

1 March 2010

FRS 134 Interim Financial Reporting 1 January 2010

FRS 136 Impairment of Assets 1 January 2010

FRS 138 Intangible Assets 1 January &

1 July 2010

FRS 139 Financial Instruments : Recognition and

Measurement

1 January 2010

FRS 140 Investment Property 1 January 2010

IC Int

IC Int 9 Reassessment of Embedded Derivatives 1 January &

1 July 2010

20




(“IC Int”) (Continued)


issued, not yet effective and have not been adopted early (Continued)

Effective for

financial periods

beginning on

or after

IC Int

IC Int 10 Interim Financial Reporting and Impairment 1 January 2010

IC Int 11 FRS 2 – Group and Treasury Share

Transactions

1 January 2010

IC Int 12 Service Concession Arrangements 1 July 2010

IC Int 13 Customer Loyalty Programmes 1 January 2010

IC Int 14 FRS 119 – The limit on a Defined Benefit

Asset, Minimum Funding Requirements and

their Interaction

1 January 2010

IC Int 15 Agreements for the Construction of Real Estate 1 July 2010

IC Int 16 Hedges of a Net Investment in a Foreign

Operation

1 July 2010

IC Int 17 Distributions of Non-cash Assets of Owners 1 July 2010

The Group and the Company plan to adopt the above FRSs,

amendments/improvements to FRSs and IC Int when they become effective in the

respective financial period. The adoptions of the above FRSs,

amendments/improvements to FRSs and IC Int upon their initial application are not

expected to have any significant impact on the financial statements of the Group and

the Company. The Group and the Company are exempted from disclosing the possible

impact, if any, to the financial statements upon application of FRS 7 and FRS 139.

2.3 Significant Accounting Policies

The following accounting policies have been used consistently in dealing with items which

are considered material in relation to the financial statements:-

(a) Subsidiaries and Basis of Consolidation

The consolidated financial statements include the financial statements of the Company

and its subsidiaries made up to the end of the financial year. The financial statements

of the parent and its subsidiaries are all drawn up to the same reporting date.

21



2.3 Significant Accounting Policies (Continued)

(a) Subsidiaries and Basis of Consolidation (Continued)

Subsidiaries are entities over which the Group has the power to exercise control over

the financial and operating policies so as to obtain benefits from their activities,

generally accompanying a shareholding of more than one half of the voting rights. The

existence and effect of potential voting rights that are currently exercisable or

convertible are considered when assessing whether the Group controls another entity.

Subsidiaries are consolidated using the purchase method of accounting. Under the

purchase method of accounting, subsidiaries are fully consolidated from the date on

which control is transferred to the Group and are de-consolidated from the date that

control ceases. The cost of an acquisition is measured as the fair value of the assets

acquired, equity instruments issued and liabilities and contingent liabilities incurred or

assumed at the date of exchange, plus costs directly attributable to the acquisition.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a

business combination are measured initially at their fair values at the date of

acquisition, irrespective of the extent of any minority interest. The excess of the cost

of the acquisition over the fair value of the Group’s identifiable net assets acquired at

the date of acquisition is reflected as goodwill. See the accounting policies Note

2.3(c)(i) on goodwill. If the cost of acquisition is less than the fair value of the net

assets of the subsidiary acquired, the difference is recognised directly in the income

statement.

Intra-group transactions, balances and unrealised gains on transactions within the

Group are eliminated in full on consolidation and the consolidated financial statements

reflect external transactions only. Unrealised losses resulting from intra-group

transactions are also eliminated on consolidation unless costs cannot be recovered.

The unrealised losses are considered an impairment indicator of the asset transferred.

When necessary, adjustments are made to the financial statements of the subsidiaries

to ensure consistency of accounting policies with those adopted by the Group.

The gain or loss on disposal of a subsidiary is the difference between net disposal

proceeds and the Group’s share of its net assets as of the date of disposal including the

cumulative amount of any exchange differences that relate to the subsidiary and is

recognised in the consolidated income statements.

(b) Property, Plant and Equipment and Depreciation

Property, plant and equipment are stated at cost less accumulated depreciation and

impairment losses, if any. Cost includes expenditure that is directly attributable to the

acquisition of the asset. When significant parts of an item of property, plant and

equipment have different useful lives, they are accounted for as separate items of

property, plant and equipment.

22




(b) Property, Plant and Equipment and Depreciation (Continued)

The cost of replacing part of an item of property, plant and equipment is recognised in

the carrying amount of the item if it is probable that the future economic benefits

embodied within the part will flow to the Group and its cost can be measured reliably.

The costs of the day-to-day servicing of property, plant and equipment are recognised

in the financial statements as incurred.

Depreciation of property, plant and equipment is provided on the straight line basis to

write off the cost of each asset to its residual value over their estimated useful lives, at

the following annual rates:-

Leasehold lands 99 years

Buildings 2%

Motor Vehicles 20%

Computer equipment 20%

Office equipment 10%

Furniture and fittings 10%

Renovation 20%

The residual values, useful lives and depreciation methods of assets are reviewed, and

adjusted if appropriate at each balance sheet date to ensure that the amounts, method

and period of depreciation are consistent with previous estimates and the expected

pattern of consumption of the future economic benefits embodied in these items of

property, plant and equipment.

Fully depreciated assets are retained in the accounts until the assets are no longer in

use.

At each balance sheet date, the Group assesses whether there is any indication of

impairment. If such indications exist, an analysis is performed to assess whether the

carrying amount of the asset is fully recoverable. A write down is made if the carrying

amount exceeds the recoverable amount. See accounting policy Note 2.3(k) on

impairment of assets.

An item of property, plant and equipment is derecognised upon disposal or when no

future economic benefits are expected from its use or disposal. Any gain or loss

arising on derecognition of the asset is included in the income statement in the financial

year the asset is derecognised.

(c) Intangible Assets

(i) Goodwill on consolidation

Goodwill represents the excess of the cost of business combination over the fair

value of the Group’s share of the identifiable net assets at the date of acquisition.

23




(c) Intangible Assets (Continued)

(i) Goodwill on consolidation (Continued)

Following the initial recognition, goodwill is measured at cost less accumulated

impairment losses. Goodwill is reviewed for impairment annually or more

frequently if events or changes in circumstances indicate that the carrying value

may be impaired. Impairment losses on goodwill are not reversed. Gains and

losses on the disposal of an entity include the carrying amount of goodwill

relating to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment

testing. The allocation is made to those cash-generating units or groups of cash-

generating units that are expected to benefit from the synergies of the business

combination in which the goodwill arose. See accounting policy Note 2.3(k) on

impairment of assets.

(ii) Research and development costs

All research costs undertaken with the prospect of gaining new scientific or

technical knowledge and understanding are recognised in the income statement

as incurred.

Expenditure on development activities, whereby research findings are applied to

a plan or design for the production of new or substantively improved products

and processes, is capitalised and deferred only when the Group can demonstrate

the technical feasibility of completing the intangible asset so that it will be

available for use or sale, its intention to complete and its ability to use or sell the

asset, how the asset will generate future economic benefits, the availability of

resources to complete the project and the ability to measure reliably the

expenditure during the development. Product development expenditure which do

not meet these criteria are expensed when incurred.

The expenditure capitalised includes cost of materials, direct labour and an

appropriate proportion of overheads. Other development expenditure is

recognised in the income statement as an expense as incurred.

Capitalised development costs, considered to have finite useful lives, are stated

at cost less any impairment losses and are amortised using the straight line basis

over the commercial lives of the underlying products, not exceeding a period of 5

years. Impairment is assessed whenever there is an indication of impairment and

the amortisation period and method are also reviewed at least at each balance

sheet date.

The recoverable amount of development costs not yet available for use are

measured annually, irrespective of whether there is any indication that it may be

impaired. See accounting policy Note 2.3(k) on impairment of assets.

24




(c) Intangible Assets (Continued)

(iii) Intellectual property

Intellectual property consists of the exclusive rights of an online platform

system, including the intellectual property trademarks, copyright, source

programmes and associated documentation. This expenditure is capitalised as it

is able to generate future economic benefits to the Group.

The intellectual property is amortised and recognised as an expense based on the

forecasted income stream so as to reflect the pattern in which the asset’s

economics benefits are consumed by the Group over fifteen years.

(d) Investments

Investments in subsidiaries are stated at cost less impairment losses, if any. Where

there is an indication of impairment, the carrying amount of the investment is reviewed,

and if found to be in excess of the recoverable amount, it is written down immediately

to its recoverable amount. The policy of the recognition and measurement of

impairment losses is in accordance with Note 2.3(k) to the financial statements.

On disposal of an investment, the difference between net disposal proceeds and its

carrying amount is charged or credited to the income statement.

(e) Receivables

Receivables are carried at anticipated realisable values. Bad debts are written off when

identified. An estimate is made for doubtful debts based on a review of all outstanding

amounts as at the balance sheet date.

(f) Payables

Payables are stated at cost which is the fair value of the consideration to be paid in the

future, whether or not billed to the Group.

(g) Taxation

The tax expense in the income statements represents the aggregate amount of current

tax and deferred tax included in the determination of net profit or loss for the year.

Current tax is the expected amount of income taxes payable in respect of the taxable

profit for the year and is measured using the tax rates that have been enacted or

substantively enacted at the balance sheet date, and adjustment of tax payable in

respect of the previous year.

25




(g) Taxation (Continued)

Deferred tax is provided for, using the liability method, on temporary differences arising

between the tax bases of assets and liabilities and their carrying amounts in the financial

statements. In principle, deferred tax liabilities are recognised for all taxable temporary

differences and deferred tax assets are recognised for all deductible temporary

differences, unused tax losses and unused tax credits to the extent that it is probable

that taxable profit will be available against which the deductible temporary differences,

unused tax losses and unused tax credits can be utilised. Deferred tax is not recognised

if the temporary difference arises from goodwill or from the initial recognition of an

asset or liability in a transaction which is not a business combination and at time of the

transaction, affects neither accounting profit nor taxable profit.

Deferred tax is measured at the tax rates that are expected to apply in the period when

the asset is realised or the liability is settled, based on tax rates that have been enacted

or substantively enacted at the balance sheet date. Deferred tax is recognised in the

income statement, except when it arises from a transaction which is recognised directly

in equity, in which case the deferred tax is also charged or credited directly in equity, or

when it arises from a business combination that is an acquisition, in which case the

deferred tax is included in the resulting goodwill.

(h) Foreign Currencies

The individual financial statements of each entity in the Group are measured using the

currency of the primary economic environment in which the entity operates (“the

functional currency”). The financial statements are presented in Ringgit Malaysia,

which is the Group’s functional currency and presentation currency.

(i) Foreign currency translation

Transactions in foreign currencies are translated into Ringgit Malaysia at rates

of exchange ruling at transaction dates. Monetary assets and liabilities

denominated in foreign currencies at the balance sheet date are translated into

Ringgit Malaysia at the foreign exchange rates ruling at that date. Exchange

differences arising from the settlement of foreign currency transactions and from

the translation of foreign currency monetary assets and liabilities are included in

the income statement.

Non-monetary items are measured in term of historical cost in a foreign currency

or translated using the exchange rates as at the date of the initial transaction.

Non-monetary items measured at fair value in foreign currency are translated

using the exchange rates at the date when the fair value was determined.

26




(h) Foreign Currencies (Continued)

(ii) Financial statement of foreign operation

The Group’s foreign entities are those operations that are not an integral part of

the operations of the Group. Income statements of foreign entities are translated

into Ringgit Malaysia at average exchange rates for the financial year and the

balance sheets are translated at exchange rates ruling at the balance sheet date.

Exchange differences arising from the retranslation of the net investment in

foreign entities are taken up in Exchange Translation Reserve in shareholders’

equity. On disposal of the foreign entity, such translation differences are

recognised in the income statement as part of the gain or loss on disposal.

(i) Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will

flow to the Group and the revenue can be reliably measured. The following specific

recognition criteria must also be met before revenue is recognised.

(i) Sales of Goods and Services Rendered

Revenue is measured at the fair value of the consideration received or receivable

for the sale of goods and services in the ordinary course of the Group’s activities

and is recognised in the income statement when the significant risks and rewards

of ownership of the goods have been transferred to the buyer and when the

services are rendered.

(ii) Interest Income

Interest income is recognised on the accrual basis.

(j) Financial Instruments

Financial instruments are recognised in the balance sheet when the Group has become

a party to the contractual provisions of the instruments. The particular recognition

methods adopted are disclosed in the individual accounting policy associated with each

item.

Financial instruments are classified as liabilities or equity in accordance with the

substance of the contractual arrangement. Interests, dividends, gains and losses

relating to a financial instrument classified as liability are reported as expense or

income. Distributions to holders of financial instruments classified as equity are

charged directly to equity. Financial instruments are offset when the Company has a

legally enforceable right to set off the recognised amounts and intends either to settle

on a net basis, or to realise the asset and settle the liability simultaneously.

27




(k) Impairment of Assets

The carrying amount of assets, other than deferred tax assets and non-current assets

(or disposal group) held for sale, are reviewed at each balance sheet date to determine

whether there is any indication of impairment. If any such indication exists, the asset’s

recoverable amount is estimated to determine the amount of impairment loss.

For goodwill, intangible assets that have an indefinite useful life and intangible assets

that are not yet available for use, the recoverable amount is estimated at each balance

sheet date or more frequently when indicators of impairment are identified.

For the purpose of impairment testing of these assets, the recoverable amount is

determined on an individual asset basis unless the asset does not generate cash flows

that are largely independent of those from other assets. If this is the case, the

recoverable amount is determined for the cash-generating unit (“CGU”) to which the

asset belongs to. Goodwill acquired on a business combination is, from the acquisition

date, allocated to each of the Group’s CGUs, or groups of CGUs, that are expected to

benefit from the synergies of the combination, irrespective of whether other assets or

liabilities of the Group are assigned to those units or groups of units.

An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less cost

to sell and its value in use. In assessing value in use, the estimated future cash flows

are discounted to their present value using a pre-tax discount rate that reflects current

market assessments of the time value of money and the risk specific to the asset. Where

the carrying amounts of an asset exceed its recoverable amount, the asset is considered

impaired and is written down to its recoverable amount. Impairment losses recognised

in respect of a CGU or groups of CGUs are allocated first to reduce the carrying

amount of any goodwill allocated to those units or groups of units and then, to reduce

the carrying amount of the other assets in the unit or groups of units on a pro-rata basis.

An impairment loss is recognised in the income statement in the period in which it

arises.

Impairment loss on goodwill is not reversed in a subsequent period. An impairment

loss for an asset other than goodwill is reversed if, and only if, there has been a change

in the estimates used to determine the asset’s recoverable amount since the last

impairment was recognised. The carrying amount of an asset other than goodwill is

increased to its revised recoverable amount, provided that this amount does not exceed

its carrying amount that would have been determined (net of amortisation or

depreciation) had no impairment loss been recognised for the asset in prior years. A

reversal of impairment loss for an asset other than goodwill is recognised in the income

statement.

28




(l) Borrowing Costs

Borrowing costs are charged to the income statement as an expense in the period in

which they are incurred.

(m) Employee Benefits

(i) Short term employee benefits

Wages, salaries, bonuses, social security contribution and non-monetary benefits

are recognised as an expense in the financial year in which the associated

services are rendered by the employees. Short-term accumulating compensated

absences such as paid annual leave are recognised when services are rendered by

employees that increase their entitlement to future compensated absences. Short

term non-accumulating compensated absences like sick leave, maternity and

paternity leave are recognised when absences occur.

(ii) Post-employment benefits

The Group contributes to the Employees’ Provident Fund, the national defined

contribution plan. The contributions are charged to the income statements in the

period to which they are related. Once the contributions have been paid, the

Group has no further payment obligations.

(iii) Share-based compensation

The Company operates its Employees’ Share Option Scheme (“ESOS”), an

equity-settled, share-based compensation plan for employees of the Group which

allows the Group’s employees to acquire ordinary shares of the Company. The

total fair value of share options granted to employees is recognised as an

employee cost with a corresponding increase in the share option reserve within

equity over the vesting period and taking into account the probability that the

options will vest. The fair value of share options is measured at grant date,

taking into account, if any, the market vesting conditions upon which the options

were granted but excluding the impact of any non-market vesting conditions.

Non-market vesting conditions are included in the assumptions about the number

of options that are expected to become exercisable on the vesting date.

At each balance sheet date, the Company revises its estimates of the number of

options that are expected to become exercisable on the vesting date. It

recognises the impact of the revision of original estimates, if any, in the income

statement, and a corresponding adjustment to equity over the remaining vesting

period. The equity amount is recognised in the share option reserve until the

option is exercised, upon which it will be transferred to the share premium

account, or until the option expires, upon which it will be transferred directly to

retained earnings.

29




(m) Employee Benefits (Continued)

(iii) Share-based compensation (Continued)

The proceeds received net of any directly attributable transaction costs are

credited to share capital (nominal value) and share premium when the options

are exercised.

(n) Leases

(i) Finance Lease

Assets financed by hire purchase arrangements which transfer substantially all

the risks and rewards of ownership to the Group are capitalised as property,

plant and equipment, and the corresponding obligations are treated as liabilities.

The assets so capitalised are depreciated in accordance with the accounting

policy on property, plant and equipment. Finance charges are charged to the

income statements over the periods of the respective agreements to give a

constant periodic rate of charge on the remaining hire-purchase and lease

liabilities.

(ii) Operating Lease

Leases of assets were a significant portion of the risks and rewards of ownership

are retained by the lessor are classified as operating leases. Operating lease

payments are recognised as an expense on a straight line basis over the term of

the relevant lease. The aggregate benefit of incentives provided by the lessor is

recognised as a reduction of rental expense over the lease term on a straight line

basis.

In the case of a lease of land and buildings, the minimum lease payments or the

up-front payments made are allocated, whenever necessary, between the land and

the buildings elements in proportion to the relative fair values for leasehold

interests for the land element and the buildings element of the lease at the

inception of the lease. The up-front payments relating to the land element

represents prepaid lease payment and are amortised to the income statement on a

straight line basis over the lease term.

(o) Ordinary Shares

Ordinary shares are recorded at the nominal value and the consideration in excess of

nominal value of shares issued, if any, is accounted for as share premium. Both

ordinary shares and share premium are classified as equity.

Dividends on ordinary shares are recognised as liabilities when proposed or declared

before the balance sheet date. A dividend proposed or declared after the balance sheet

date, but before the financial statements are authorised for issue, is not recognised as a

liability at the balance sheet date.

30




(o) Ordinary Shares (Continued)

Cost incurred directly attributable to the issuance of the shares are accounted for as a

deduction from share premium, if any, otherwise it is charged to the income statement.

Equity transaction costs comprise only those incremental external costs directly

attributable to the equity transaction which would otherwise have been avoided.

(p) Warrants Reserve

Warrants issued for free to the subscribers of renounceable rights issue are accounted

for as a deduction from distributable reserve and classified as warrants reserve in

equity according to its fair value. The fair value of the free warrants is measured using

the Trinomial Model by the directors of the Company.

(q) Segmental Information

Segment reporting is presented for enhanced assessment of the Group’s risks and

returns. A business segment is a group of assets and operations engaged in providing

products or services that are subject to risks and returns that are different from those

of other business segments. A geographical segment is engaged in providing products

or services within a particular economic environment that is subject to risks and

returns that are different from those components.

The primary reporting segment information is in respect of geographical segment. No

business segment is prepared as the Group’s activities are predominantly in one

industry.

Segment revenue, expense, assets and liabilities are those amounts resulting from the

operating activities of a segment that are directly attributable to the segment and the

relevant portion that can be allocated on a reasonable basis to the segment. Segment

revenue, expense, assets and segment liabilities are determined before intra-group

transactions are eliminated as part of the consolidation process, except to the extent

that such intra-group balances and transactions are between group enterprises within a

single segment. Inter-segment pricing is based on similar terms as those available to

other external parties.

Segment assets and liabilities do not include income tax assets and liabilities

respectively.

Segment capital expenditure is the total cost incurred during the period to acquire

segment assets that are expected to be used for more than one period.

(r) Cash and Cash Equivalents

For the purpose of cash flow statement, cash and cash equivalents comprise cash in

hand, bank balances, demand deposits, other short-term and highly liquid investments

that are readily convertible to known amounts of cash and which are subject to an

insignificant risk of changes in value.

31


3. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated by the directors and are based on

historical experience and other factors, including expectations of future events that are

believed to be reasonable under the circumstances.

The key assumptions concerning the future and other key sources of estimation uncertainty at

the balance sheet date, that have a significant risk of causing a material adjustment to the

carrying amounts of assets and liabilities within the next financial year are as stated below:-

(i) Useful lives of property, plant and equipment

The Group estimates the useful lives of property, plant and equipment based on the

period over which the assets are expected to be available for use. The estimated useful

lives of property, plant and equipment are reviewed periodically and are updated if

expectations differ from previous estimates due to physical wear and tear, technical or

commercial obsolescence and legal or other limits on the use of the relevant assets.

In addition, the estimation of the useful lives of property, plant and equipment are

based on internal technical evaluation and experience with similar assets. It is

possible, however, that future results of operations could be materially affected by

changes in the estimates brought about by changes in factors mentioned above. The

amounts and timing of recorded expenses for any period would be affected by changes

in these factors and circumstances. A reduction in the estimated useful lives of the

property, plant and equipment would increase the recorded expenses and decrease the

non-current assets.

(ii) Impairment of property, plant and equipment

The Group assesses impairment of assets whenever the events or changes in

circumstances indicate that the carrying amount of an asset may not be recoverable i.e.

the carrying amount of the asset is more than the recoverable amount.

Recoverable amount is measured at the higher of the fair value less cost to sell for that

asset and its value-in-use. The value-in-use is the net present value of the projected

future cash flow derived from that asset discounted at an appropriate discount rate.

Projected future cash flows are based on the Group’s estimates calculated based on

historical, sector and industry trends, general market and economic conditions, changes

in technology and other available information.

As at balance sheet date, the directors of the Company are of the opinion that there is

no impact resulting from the impairment review by the management.

32


3. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (Continued)

(iii) Recoverability of receivables

The Group makes allowances for doubtful debts based on an assessment of the

recoverability of receivables. Allowances are applied to receivables where events or

changes in circumstances indicate that the carrying amounts may not be recoverable.

Management specifically analyses historical bad debts, customer concentrations,

customer creditworthiness, current economic trends and changes in customer payment

terms when making a judgement to evaluate the adequacy of the allowance for doubtful

debts of receivables. Where the expectation is different from the original estimate,

such difference will impact the carrying value of receivables.

(iv) Impairment of investment in subsidiaries

The Group carries out the impairment test based on a variety of estimation including

the value-in-use of the cash generating unit. Significant judgement is required in the

estimation of the present value of future cash flows generated by the subsidiaries,

which involve uncertainties and are significantly affected by assumptions used and

judgement made regarding estimates of future cash flows and discount rates. Changes

in assumptions could significantly affect the results of the Group’s tests for

impairment of investment in subsidiaries.

The carrying amounts of the investment in subsidiaries of the Company as at 28th

February 2010 was RM929,000/- (2009: RM1,466,000/-). During the financial year,

the impairment on investment in subsidiaries charged to the income statement was

RM537,000/- (2009: Nil).

(v) Impairment of intangible assets

The Group assesses the intangible assets for impairment on an annual basis. This

requires an estimation of the value-in-use of the intangible assets. Estimating a value-

in-use amount requires management to make an estimation of future expected cash

flows from the intangible assets and to choose suitable discount rates in order to

calculate the present value of these future expected cash flows.

Included in the carrying amounts of the Group and the Company’s intangible assets as

at 28th February 2010 are as follows:-

Group Company

RM'000 RM'000

Development costs 25,182 1,222

Intellectual property 9,795 9,795

34,977 11,017

33


3. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (Continued)

(v) Impairment of intangible assets (Continued)

Significant judgement is required in the estimation of the present value of future cash

flows from the intangible assets, which involve uncertainties and are significantly

affected by assumptions used and judgement made regarding estimates of future cash

flows and discount rates.

As the market for internet technology is highly competitive and unpredictable, the

actual recoverability of the development costs may differ from management’s forecasts

since anticipated events may not occur as expected. Should such a scenario occur,

adjustments would have to be made to reduce the carrying amount of the development

costs to its recoverable amount.

The Company is presently at the advance stage of commercialisation of the products

via a project to be undertaken by the Group. Therefore, the directors of the Company

are of the opinion that there is no impairment indication on the carrying amounts of the

Group and the Company’s intangible assets as at 28th February 2010.

(vi) Income taxes

The Group is subject to income taxes in numerous jurisdictions. Significant judgement

is required in determining the capital allowances and deductibility of certain expenses

during the estimation of the provision for income taxes. There are many transactions

and calculations for which the ultimate tax determination is uncertain during the

ordinary course of business. Where the final tax outcome of these matters is different

from the amounts that were initially recorded, such differences will impact the income

tax and deferred income tax provisions in the period in which such determination is

made.

(vii) Valuation of free warrants

On 9th September 2009, the Warrants 2009/2014 were issued for free pursuant to the

renounceable Rights Issue as disclosed in Note 27 to the financial statements.

The fair value of the free warrants at the issuance date is valued by the directors based

on trinomial valuation model with the following assumption:-

Fair value of the free warrants at the issuance date (RM) 0.05488

Weighted average share price (RM) 0.073

Exercise price (RM) 0.10

Warrants life (Years) 5

Delta (%) 87.61

Changes in assumptions used in the computation could significantly affect the value of

the free warrants.

34


4. PROPERTY, PLANT AND EQUIPMENT

Furniture

Leasehold Freehold Motor Computer Office and

Group Buildings Buildings Vehicles Equipment Equipment Fittings Renovation Total


2010

Cost

At 1st March 2009 580 - 765 47,404 1,180 751 506 51,186

Additions - 294 - 12,660 67 - - 13,021

Disposals - - (186) - - - - (186)

Currency realignment - - - - - (3) (9) (12)

At 28th February 2010 580 294 579 60,064 1,247 748 497 64,009

Accumulated Depreciation

At 1st March 2009 46 - 713 20,150 510 372 419 22,210

Depreciation for the financial year 6 1 39 9,290 116 77 64 9,593

Disposals - - (183) - - - - (183)

Currency realignment - - - - - (2) (6) (8)

At 28th February 2010 52 1 569 29,440 626 447 477 31,612

Net Book Value at

28th February 2010 528 293 10 30,624 621 301 20 32,397

35


4. PROPERTY, PLANT AND EQUIPMENT (Continued)

Furniture


Group Buildings Buildings Vehicles Equipment Equipment Fittings Renovation Total


2009

Cost

At 1st March 2008 580 - 765 46,031 1,198 838 1,108 50,520

Additions - - - 5,519 - - - 5,519

Written off - - - (4,146) (18) (92) (617) (4,873) Currency realignment - - - - - 5 15 20

At 28th February 2009 580 - 765 47,404 1,180 751 506 51,186


At 1st March 2008 40 - 641 16,028 409 379 905 18,402

Depreciation for the financial year 6 - 72 7,849 119 82 123 8,251

Written off - - - (3,727) (18) (92) (617) (4,454)

Currency realignment - - - - - 3 8 11

At 28th February 2009 46 - 713 20,150 510 372 419 22,210

Net Book Value at

28th February 2009 534 - 52 27,254 670 379 87 28,976

36



Furniture


Company Buildings Buildings Vehicles Equipment Equipment Fittings Renovation Total


2010

Cost

At 1st March 2009 580 - 765 221 1,177 717 401 3,861

Additions - 294 - 4,534 67 - - 4,895

Disposals - - (186) - - - - (186)

Transfers - - - (4,019) - - - (4,019)

At 28th February 2010 580 294 579 736 1,244 717 401 4,551


At 1st March 2009 46 - 713 161 507 351 356 2,134

Depreciation for the financial year 6 1 39 97 116 71 44 374

Disposals - - (183) - - - - (183)

At 28th February 2010 52 1 569 258 623 422 400 2,325

Net Book Value at

28th February 2010 528 293 10 478 621 295 1 2,226

37



Furniture


Company Buildings Buildings Vehicles Equipment Equipment Fittings Renovation Total


2009

Cost

At 1st March 2008 580 - 765 3,918 1,195 809 1,018 8,285

Additions - - - 5,334 - - - 5,334

Written off - - - (3,697) (18) (92) (617) (4,424)

Transfers - - - (5,334) - - - (5,334)

At 28th February 2009 580 - 765 221 1,177 717 401 3,861


At 1st March 2008 40 - 641 3,720 407 367 868 6,043

Depreciation for the financial year 6 - 72 138 118 76 105 515

Written off - - - (3,697) (18) (92) (617) (4,424)

At 28th February 2009 46 - 713 161 507 351 356 2,134

Net Book Value at

28th February 2009 534 - 52 60 670 366 45 1,727



Group and Company

Included in property, plant and equipment of the Group and of the Company are motor vehicles

and computer equipment acquired under hire purchase instalment plans with a total net book

value of RM Nil (2009: RM14,964/-) and RM Nil (2009: RM454,333/-) respectively.

Depreciation charged during the financial year for certain computer equipment of the Group

and of the Company amounting to RM6,012,000/- (2009: RM4,543,000/-) and RM93,000/-

(2009: RM120,000/-) respectively have been capitalised as development costs.

5. PREPAID LAND LEASE PAYMENTS

2010 2009

RM'000 RM'000

Cost

At the beginning of the financial year 527 527

Additions - -

At the end of the financial year 527 527

Accumulated Amortisation


Amortisation for the financial year 5 5

At the end of the financial year 57 52

Carrying Amount 470 475

Group and Company

6. INVESTMENT IN SUBSIDIARIES

2010 2009

RM'000 RM'000

Unquoted shares

At cost 1,466 1,466

Less: Impairment loss (537) -

929 1,466

Company

39


6. INVESTMENT IN SUBSIDIARIES (Continued)

Key assumptions used in impairment calculations

Management determined the recoverable amount of the investment in subsidiaries based on the

individual assets’ value in use and the probability of the realisation of the assets. The present

value of the future cash flows to be generated by the asset is the asset’s value in use, and it is

assumed to be the same as the net worth of the asset as at balance sheet date. An impairment

loss is recognised immediately in the income statement if the recoverable amount is less than

the carrying amount.

As a result of the above, the Company recognised an impairment loss of RM537,000/- (2009:

RM Nil) during the financial year.

Details of the subsidiaries are as follows:-

Name of Subsidiaries

Country of

Incorporation

Effective

Equity

Interest

Principal Activities

2010 2009

% %

asiaEP Hong Kong

Ltd.*

Hong Kong 100 100 Development and provision

of e-business solutions

services.

asiaEP eMarketplace

Sdn. Bhd. #

Malaysia 100 100 Dormant – Intended activity is

to provide e-commerce

solutions and e-market

platform.

Defined Search Sdn.

Bhd. #

Malaysia 100 100 To provide internet search

engine services.

Smart Infra Sdn. Bhd.

(formerly known as

Exportmate Sdn. Bhd.)

#

Malaysia 100 100 Dormant – Intended activity

is to provide online

marketing solutions.

* Audited by another firm of chartered accountants other than Baker Tilly Monteiro Heng.

# In view of the capital deficiencies reported by these subsidiaries, the Auditors’ Report of

these subsidiaries contained an emphasis of matter paragraph relating to the

appropriateness of the going concern basis of accounting used in the preparation of

their financial statements.

40


7. INTANGIBLE ASSETS

Development Intellectual

Group Costs Property Total

RM'000 RM'000 RM'000

2010

Cost

At 1st March 2009 26,208 16,500 42,708

Additions 6,652 - 6,652

Currency realignment (1) - (1)

At 28th February 2010 32,859 16,500 49,359


At 1st March 2009 4,679 5,306 9,985

Amortisation for the financial year 2,998 1,399 4,397

At 28th February 2010 7,677 6,705 14,382

Carrying amount at 28th February 2010 25,182 9,795 34,977

2009

Cost

At 1st March 2008 19,923 16,500 36,423

Additions 6,296 - 6,296

Written off (13) - (13)

Currency realignment 2 - 2

At 28th February 2009 26,208 16,500 42,708


At 1st March 2008 1,571 4,131 5,702

Amortisation for the financial year 3,110 1,175 4,285

Written off (2) - (2)

At 28th February 2009 4,679 5,306 9,985


41


7. INTANGIBLE ASSETS (Continued)

Development Intellectual

Company Costs Property Total

RM'000 RM'000 RM'000

2010

Cost

At 1st March 2009 2,805 16,500 19,305

Additions 167 - 167

At 28th February 2010 2,972 16,500 19,472


At 1st March 2009 1,531 5,306 6,837

Amortisation for the financial year 219 1,399 1,618

At 28th February 2010 1,750 6,705 8,455


2009

Cost

At 1st March 2008 2,571 16,500 19,071

Additions 2,471 - 2,471

Transfers (2,237) - (2,237)

At 28th February 2009 2,805 16,500 19,305


At 1st March 2008 1,201 4,131 5,332

Amortisation for the financial year 330 1,175 1,505

At 28th February 2009 1,531 5,306 6,837


Intellectual Property (“IP”) of the Group costing RM16.5 million represents the exclusive

rights to an online platform system, acquired from one of the Directors on 16 August 2002.

The IP constitutes a trademark, copyrights, source programmes and associated

documentation.

The IP has an estimated economic life of fifteen years and will be amortised and recognised

as an expense based on the forecasted revenue stream so as to reflect the pattern in which

the asset’s economic benefits are consumed by the company.

Included in the additions of the development costs of the Group and of the Company are

depreciation charged for certain computer equipment of RM6,012,000/- (2009:

RM4,543,000/-) and RM93,000/- (2009: RM120,000/-) respectively.

42


8. TRADE RECEIVABLES

2010 2009 2010 2009

RM'000 RM'000 RM'000 RM'000

Trade receivables 891 2,029 481 1,509

Less: Allowance for doubtful debts (171) (385) (171) (385)

720 1,644 310 1,124

Group Company

The Group’s normal trade credit terms range from 30 to 90 days. Other credit terms are

assessed and approved on a case by case basis.

9. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

2010 2009 2010 2009

RM'000 RM'000 RM'000 RM'000

Other receivables - 31 - 31

Deposits 28 59 28 56

Prepayments - 27 - 27

28 117 28 114

Group Company

10. AMOUNT OWING BY SUBSIDIARIES

The amount owing by subsidiaries represents advances and payments made on behalf, which

is unsecured, interest free and has no fixed terms of repayment.

43


11. SHARE CAPITAL

Number

of Shares

Number

of Shares

Unit Unit

'000 RM'000 '000 RM'000

Ordinary shares of RM0.10 each

Authorised:

At the beginning of the financial year 500,000 50,000 500,000 50,000

Created during the financial year 1,000,000 100,000 - - -

At the end of the financial year 1,500,000 150,000 500,000 50,000

Issued and fully paid:

At the beginning the financial year 245,318 24,532 245,318 24,532

Issued during the financial year 483,790 48,379 - -

At the end of the financial year 729,108 72,911 245,318 24,532

Group and Company

2010 2009

Authorised ordinary share capital

During the financial year, the Company increased its authorised ordinary share capital from

RM50,000,000/- to RM150,000,000/- through the creation of 1,000,000,000 ordinary

shares of RM0.10 each.

Issued and fully paid share capital

During the financial year, the Company issued 483,789,970 ordinary shares by way of:-

(i) the issuance of 241,894,985 new ordinary shares of RM0.10 each pursuant to a

renounceable rights issue (“Rights Share”) on the basis of one Rights Share for each

existing ordinary share of RM0.10 each in the Company at an issue price of

RM0.10 per Rights Share; and

(ii) the issuance of 241,894,985 new ordinary shares of RM0.10 each pursuant to a

bonus issue (“Bonus Shares”) on the basis of one Bonus Share for each Rights

Share subscribed.

44


12. RESERVES

2010 2009 2010 2009

RM'000 RM'000 RM'000 RM'000

Non-distributable

Share premium reserve - 20,661 - 20,661

Translation reserve (717) (704) - -

Warrant reserve (Note 13) 13,594 319 13,594 319

12,877 20,276 13,594 20,980

Distributable

Treasury shares (Note 14) (669) (669) (669) (669)

(Accumulated losses)/retained profits (12,592) 17,537 (6,108) 24,233

(13,261) 16,868 (6,777) 23,564

(384) 37,144 6,817 44,544

Group Company

13. WARRANT RESERVE

2010 2009

RM'000 RM'000


Issued during financial year 13,275 -

At the end of the financial year 13,594 319

Group and Company

WARRANTS 2009/2014

On 9th September 2009, the Warrants 2009/2014 were issued for free pursuant to the

renounceable Rights Issue as disclosed in Note 27 to the financial statements.

Warrants 2009/2014 are listed on Bursa Malaysia Securities Berhad. Each new warrant

entitles its registered holder, at any time from the date of its issue up to and including 8th

September 2014, to subscribe for one new ordinary share of RM0.10 each in the Company

at an exercise price of RM0.10 per share which is subject to adjustments under the terms set

out in the Deed Poll dated 29th July 2009 constituting the Warrants 2009/2014.

45


13. WARRANT RESERVE (Continued)

WARRANTS 2009/2014 (Continued)


Issue

Date

Expiry

Date

Exercise

Price

RM per

Warrant

At the

beginning

of

Financial

Year

Issued

Exercised

At the

end of

Financial

Year

9.9.2009 8.9.2014 0.10 - 241,894,985 - 241,894,985

The fair value of the free warrants at the issuance date is valued by the directors based on

trinomial valuation model with the following inputs:-

Fair value of the free warrants at the issuance date (RM) 0.05488

Weighted average share price (RM) 0.073

Exercise price (RM) 0.10

Warrants life (Years) 5

Delta (%) 87.61

WARRANTS 2006/2011

On 16th February 2006, the Company issued 66,861,390 new warrants, for cash at an issue

price of RM0.01 per warrant arising from the renounceable Rights Issue which were

constituted by a Deed Poll dated 3rd April 2006.

The new warrants are listed on Bursa Malaysia Securities Berhad. Each new warrant

entitles its registered holder, at any time from the date of its issue up to and including 18th

June 2011, to subscribe for one new ordinary shares of RM0.10 each in the Company at an

exercise price of RM0.30 per share which is subject to adjustments under the terms set out

in the Deed Poll.

However, as a result of the Rights Issue as mentioned in Warrants 2009/2014, the existing

warrants 2006/2011 holders are entitled to the adjustments of the exercise price and number

of outstanding warrants. Accordingly, the number of additional Warrants 2006/2011 to be

listed and quoted as a result of the Rights Issue is 46,883,154 and the exercise price has

been adjusted from RM0.30 to RM0.10 per warrant.

46


13. WARRANT RESERVE (Continued)

WARRANTS 2006/2011 (Continued)


Issue

Date

Expiry

Date

Exercise

Price

RM per

Warrant

At the

beginning

of

Financial

Year

Adjusted

Exercised

At the

end of

Financial

Year

19.6.2006 18.6.2011 0.10 47,719,390 46,883,154 - 94,602,544

14. TREASURY SHARES

At the Annual General Meeting held on 26th June 2009, the shareholders of the Company

authorised the directors of the Company to buy back the Company’s own shares based on

the following terms:-

(i) The number of shares to be purchased shall not exceed ten percent (10%) of the issued

and paid-up share capital of the Company at any given point in time.

(ii) The share buy-back will be financed through internally generated funds and/or

external borrowings. The funds to be allocated by the Company for the share buy-

back will be made wholly out of retained profits and/or the share premium account.

The account to be utilised shall not exceed the total audited retained profits and share

premium account of the Company.

(iii) The Company may retain the shares purchased as treasury shares, or to cancel the

shares purchased or a combination of both as defined under Section 67A of the

Companies Act, 1965. The purchased shares held as treasury shares may either be

distributed as share dividends, resold on Bursa Malaysia Securities Berhad in

accordance with the relevant rules of Bursa Malaysia Securities Berhad or

subsequently cancelled. The distribution of treasury shares as share dividends may be

applied as a reduction of retained profits or share premium account of the Company

subject to applicable prevailing laws.

The Company has not repurchased any issued share capital during the financial year.

47


15. HIRE PURCHASE LIABILITIES

2010 2009

RM'000 RM'000

Minimum hire purchase payment

- not later than one year - 152

- later than one year and not later than five years - 243

- 395

Less: Future interest charges - (40)

Present value of hire purchase liabilities - 355

Group and Company

Analysis of present value of hire purchase liabilities:-

2010 2009

RM'000 RM'000

Current

- not later than one year - 129

Non-current

- later than one year and not later than five years - 226

- 355

Group and Company

The hire purchase liabilities are effectively secured on the rights of the assets under hire

purchase.

16. DEFERRED TAX LIABILITIES

2010 2009

RM'000 RM'000


Transfer (to)/from income statement (239) 112

At the end of the financial year - 239

Representing the tax effect of:-

Temporary differences between net book value and

corresponding tax written down value - 239

Group and Company

48


17. TRADE PAYABLES

The normal credit term granted to the Group is 30 days.

18. OTHER PAYABLES AND ACCRUALS

2010 2009 2010 2009

RM'000 RM'000 RM'000 RM'000

Other payables 70 338 66 309

Accruals 207 335 192 322

277 673 258 631

Group Company

19. SHORT TERM BORROWING

The short term borrowing consists of Cash Line-i facilities granted by a bank and is

repayable on demand within 2 years.

The short term borrowing is secured against the following:-

(a) first charge for RM1,500,000/- over two units of two storey shop offices of the

Company; and

(b) joint and several guarantee of the directors of the Company for RM1,500,000/- in

their personal capacity.

The short term borrowing bears interest at rate of 7.75% per annum.

The Cash Line-i facilities had been fully settled during the financial year.

20. REVENUE

Revenue represents the invoiced value of products and services rendered, net of discounts.

49


21. OPERATING LOSS

Operating loss has been arrived at:-

2010 2009 2010 2009

RM'000 RM'000 RM'000 RM'000

After charging:-

Amortisation

- intellectual property 1,399 1,175 1,399 1,175

- development costs 2,998 3,110 219 330

- prepaid land lease payments 5 5 5 5

Audit fee 53 38 36 28

Depreciation 3,581 3,708 281 395

Directors' remuneration

- fees 75 83 75 83

- salaries and allowances 816 816 816 816

- Employees' Provident Fund 86 86 86 86

Development cost written off - 11 - -

Impairment loss on investment in

subsidiaries - - 537 -

Loss on winding up of subsidiary - 29 - -

Property, plant and equipment written off - 419 - -

Rental of premises - 25 - 25

Staff costs

- Employees' Provident Fund 70 110 70 110

- salaries and wages 418 522 418 522

- other staff related costs 184 246 184 246

And crediting:-

Allowance for doubtful debts

no longer required 214 - 214 -

Bad debts recovered - 216 - 216

Gain on disposal of property, plant

and equipment 27 - 27 -

Interest income 46 12 46 8

Group Company

Staff costs of the Group and of the Company amounting to RM328,889/- (2009 :

RM452,812/-) and RM74,089/- (2009 : RM113,343/-) respectively have been capitalised as

development costs.

50


22. TAXATION

2010 2009 2010 2009

RM'000 RM'000 RM'000 RM'000

Income tax

- prior years (2) 49 (2) -

Deferred taxation

- current year 83 9 83 9

- prior years 156 (121) 156 (121)

239 (112) 239 (112)

237 (63) 237 (112)

Group Company

The income tax rate is calculated at the Malaysian statutory rate of 25% of the estimated

taxable profit for the fiscal year.

A reconciliation of income tax expense applicable to loss before taxation at the statutory

income tax rate to income tax expense at the effective income tax rate of the Group and the

Company are as follows:-

2010 2009 2010 2009

RM'000 RM'000 RM'000 RM'000

Loss before taxation (3,127) (7,616) (3,339) (1,886)

Taxation at applicable tax rate of 25% 782 1,904 835 472

Tax effects arising from:

- depreciation charges capitalised as

development costs 1,503 1,106 23 480

- non-deductible expenses (1,202) (1,183) (617) (943)

- non-taxable income 72 - 72 -

- over/(under) accrual in prior years 154 (73) 154 (121)

- origination of deferred tax assets

not recognised in the financial statements (1,072) (1,817) (230) -

Tax expense for the financial year 237 (63) 237 (112)

Group Company

51


22. TAXATION (Continued)

The deferred tax assets have not been recognised for the following items:-

2010 2009 2010 2009

RM'000 RM'000 RM'000 RM'000

Property, plant and equipment (22,938) (27,194) (595) -

Unutilised capital allowances 34,444 35,423 505 -

Unutilised tax losses 1,008 - 1,008 -

12,514 8,229 918 -

Potential deferred tax assets 3,129 2,057 230 -

CompanyGroup

23. LOSS PER SHARE

(a) Basic

Basic loss per share is calculated by dividing the net loss for the financial year by the

weighted average number of ordinary shares on issue during the financial year.

2010 2009

Net loss for the financial year (RM'000) (2,890) (7,679)

Weighted average number of ordinary shares in issue ('000) 471,199 232,793

Basic loss per share for the financial year (sen) (0.61) (3.30)

Group

(b) Diluted

No disclosure is required in the income statement for the financial year ended 28th

February 2010 and 28th February 2009, since the loss per share was anti-dilutive.

24. SIGNIFICANT RELATED PARTY TRANSACTIONS

(a) Identification of related parties

Parties are considered to be related to the Group if the Group has the ability, directly

or indirectly, to control the party or exercise significant influence over the party in

making financial and operating decisions, or vice versa, or where the Group and the

party are subject to common control or common significant influence. Related parties

may be individuals or other entities.

52


24. SIGNIFICANT RELATED PARTY TRANSACTIONS (Continued)

(a) Identification of related parties (Continued)

Related parties of the Group include:-

(i) Direct subsidiaries; and

(ii) Key management personnel which comprise persons (including the directors of

the Company) having the authority and responsibility for planning, directing

and controlling the activities of the Company directly or indirectly.

(b) Significant related party transactions

2010 2009

RM'000 RM'000

Transfer of property, plant and equipment

to a subsidiary 4,019 5,334

Development costs charged to a subsidiary 255 1,564

Company

The directors of the Company are of the opinion that the above transactions have been

entered into in the normal course of business and the terms are no less favourable than

those arranged with third parties.

(c) Key management personnel remuneration

The remuneration of the key management personnel during the financial year is as

follows:-

2010 2009

RM'000 RM'000

Directors

Fees 75 83

Salaries and allowances 816 816

Employees' Provident Fund 86 86

977 985

Other key management personnel

Salaries, bonuses and allowances 93 154

Employees' Provident Fund 10 16

103 170

Group and Company

53


25. SEGMENTAL REPORTING

Segment reporting is presented in respect of the Group’s business and geographical

segments. The primary format, geographical segments by location of customer, is based on

the Group’s management and internal reporting structure.

Segment results, assets and liabilities include items directly attributable to a segment as well

as those that can be allocated on a reasonable basis.

Segment capital expenditure is the total cost incurred during the year to acquire property,

plant and equipment.

Business Segments

No business segmental reporting is prepared as the Group’s activities are predominantly in

one industry.

Geographical Segments

Hong

Malaysia Kong Total

RM'000 RM'000 RM'000

2010

Revenue 9,806 54 9,860

Total assets 72,772 63 72,835

Total liabilities 313 4 317

Capital expenditure 19,673 - 19,673

Depreciation 3,554 27 3,581

2009

Revenue 5,831 - 5,831

Total assets 64,350 116 64,466

Total liabilities 2,531 25 2,556

Capital expenditure 11,815 - 11,815

Depreciation 3,682 26 3,708

54


26. FINANCIAL INSTRUMENTS

(a) Financial Risk Management and Objectives

The Group seeks to manage effectively the various risks namely credit, liquidity and

foreign currency risks, to which the Group is exposed to in its daily operations.

(i) Credit risk

The management has a credit procedure in place to monitor and minimise the

exposure of default. Trade receivables are monitored on an ongoing basis.

As at balance sheet date, there were no significant concentrations of credit risk

in the Group except for amount owing by subsidiaries as disclosed in Note 10 to

the financial statements. The maximum exposure to credit risk for the Group is

represented by the carrying amount of each financial instrument.

(ii) Liquidity risk

The Group actively manages its debt maturity profile, operating cash flows and

the availability of funding so as to ensure that all financing, repayment and

funding needs are met. As part of its overall prudent liquidity management, the

Group maintains sufficient level of cash and cash equivalents to meet its

working capital requirement.

(iii) Foreign currency risk

The Group operates apart from Malaysia, in Hong Kong and is exposed to the

Hong Kong Dollar. Foreign currency denominated assets and liabilities give

rise to foreign exchange exposure. The Group’s policy is to manage all its

foreign financial assets and liabilities using the best available foreign currency

exchange rates where applicable.

(b) Fair Values

(i) Recognised financial instruments

In the opinion of the directors, there were no significant differences between the

fair values and the book values of the financial assets and financial liabilities.

(ii) Unrecognised financial instruments

There were no unrecognised financial instruments in the balance sheet as at

28th February 2010.

55


27. SIGNIFICANT EVENTS

On 14th September 2009, the Company had completed the Proposed Renounceable Rights

Issues by issuance of 483,789,970 new ordinary shares of RM0.10 each (“Rights Issues”)

on the basis of one Rights Share for each existing ordinary share of RM0.10 each in the

Company held on 12th August 2009, together with:-

(a) bonus issue of 241,894,985 new ordinary shares of RM0.10 each (“Bonus

Issues”) on the basis of one Bonus Shares for each rights share subscribed; and

(b) issuance of 241,894,985 new free detachable warrants (“Warrants”) on the basis

of one Warrant for each rights share subscribed

at an issue price of RM0.10 per Rights Share of which the first call of RM0.06 is payable in

cash on application and the second call of RM0.04 is to be capitalised from the Company’s

Share Premium Account.

28. COMPARATIVE FIGURES

Certain comparative figures have been reclassified in order to conform with the presentation

in the current year.

As

Previously As

Reported Restated

RM'000 RM'000

Income Statements

Cost of services 1,692 2,779 4,471

Administrative expenses 11,921 (2,779) 9,142

Group

Reclassification

RM'000

56


asiaEP BERHAD


STATEMENT BY DIRECTORS

We, DR. TAN BOON NUNT and LEE SUET HONG, being two of the directors of asiaEP

Berhad, do hereby state that in the opinion of the directors, the financial statements set out on

pages 8 to 55 are properly drawn up in accordance with the Financial Reporting Standards and the

provisions of the Companies Act, 1965 in Malaysia so as to give a true and fair view of the

financial position Group and of the Company as at 28th February 2010 and of the results and cash

flows of the Group and of the Company for the financial year ended on that date.

On behalf of the Board,

...............................................

DR. TAN BOON NUNT

Director

..............................................

LEE SUET HONG

Director

Kuala Lumpur

Date: 11th May 2010

57


asiaEP BERHAD


STATUTORY DECLARATION

I, CHAN CHEE HOE, being the officer primarily responsible for the financial management of

asiaEP Berhad, do solemnly and sincerely declare that to the best of my knowledge and belief, the

financial statements set out on pages 8 to 55 are correct, and I make this solemn declaration

conscientiously believing the same to be true, and by virtue of the provisions of the Statutory

Declarations Act, 1960.

...............................................

CHAN CHEE HOE

Subscribed and solemnly declared by the abovenamed at Kuala Lumpur in the Federal Territory

on 11th May 2010.

Before me,

...................................................

Arshad Abdullah

W550

Commissioner for Oaths

58


INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF

asiaEP BERHAD


Report on the Financial Statements

We have audited the financial statements of asiaEP Berhad, which comprise the balance sheets as

at 28th February 2010 of the Group and of the Company, and the income statements, statements

of changes in equity and cash flow statements of the Group and of the Company for the financial

year then ended, and a summary of significant accounting policies and other explanatory notes, as

set out on pages 8 to 55.

Directors’ responsibility for the financial statements

The directors of the Company are responsible for the preparation and fair presentation of these

financial statements in accordance with the Financial Reporting Standards and the provisions of

the Companies Act, 1965 in Malaysia. This responsibility includes designing, implementing and

maintaining internal controls relevant to the preparation and fair presentation of financial

statements that are free from material misstatement, whether due to fraud or error; selecting and

applying appropriate accounting policies; and making accounting estimates that are reasonable in

the circumstances.

Auditors’ responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We

conducted our audit in accordance with approved standards on auditing in Malaysia. Those

standards require that we comply with ethical requirements and plan and perform the audit to

obtain reasonable assurance as to whether the financial statements are free from material

misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and

disclosures in the financial statements. The procedures selected depend on our judgement,

including the assessment of the risks of material misstatement of the financial statements, whether

due to fraud or error. In making those risk assessments, we consider internal controls relevant to

the Company’s preparation and fair presentation of the financial statements in order to design

audit procedures that are appropriate in the circumstances, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal controls. An audit also includes

evaluating the appropriateness of accounting policies used and the reasonableness of accounting

estimates made by the directors, as well as evaluating the overall presentation of the financial

statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our audit opinion.

59


Opinion

In our opinion, the financial statements have been properly drawn up in accordance with the

Financial Reporting Standards and the provisions of the Companies Act, 1965 in Malaysia so as

to give a true and fair view of the financial position of the Group and of the Company as of 28th

February 2010 and of their financial performance and cash flows for the financial year then ended.

Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the

following:

(a) In our opinion, the accounting and other records and the registers required by the Act to be

kept by the Company and its subsidiaries of which we have acted as auditors have been

properly kept in accordance with the provisions of the Act.

(b) We have considered the financial statements and the auditors’ report of the subsidiary of

which we have not acted as auditors, which are indicated in Note 6 to the financial

statements.

(c) We are satisfied that the financial statements of the subsidiaries that have been consolidated

with the Company’s financial statements are in form and content appropriate and proper for

the purposes of the preparation of the financial statements of the Group and we have

received satisfactory information and explanations required by us for those purposes.

(d) The audit reports on the financial statements of the subsidiaries did not contain any material

qualifications or any adverse comments made under Section 174(3) of the Act.

Other Matters

This report is made solely to the members of the Company, as a body, in accordance with Section

174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume

responsibility to any other person for the content of this report.

Baker Tilly Monteiro Heng Heng Ji Keng

No. AF 0117 No. 578/05/12 (J/PH)

Chartered Accountants Partner

Kuala Lumpur

Date: 11th May 2010

79



Type of shares : Ordinary shares of RM 0.10 each

Voting rights : One vote per shareholder on a show of handsOne vote per ordinary share on a poll

Number of shareholders : 5,740

Analysis of Shareholdings

Size of Holdings No of Holders % of Holders No of Shares %

Less than 100100 - 1,0001,001 - 10,00010,001 - 100,000100,001 - Less than 5% ofissued shares5% and above of issued share

Total

927217,898

9,208,200127,833,507531,097,663

60,750,060

729,108,255

0.000.031.26

17.5372.84

8.33

100

Analysis of Shareholdings as at 05 May 2010

22263

1,5282,835

1,091

1

5,740

List of Substantial Shareholders as Per Register of Substantial Shareholders

Name Direct % Indirect %

Topclass Access Sdn. Bhd (TASB)

Dr. Tan Boon Nunt

Lee Suet Hong

101, 750, 060

14,624,074

13,802,074

-

13.96

13.96

13.96

2.01

1.89

-

101,750,060 *

101,750,060 *

Direct & deemed interest of Director

Name Direct % Indirect % Esos % Warrant %

* Deemed interested by virtue of their shareholding in TASB pursuant to Section 6A of the Companies Act, 1965.

Dr. Tan Boon Nunt

Lee Suet Hong

Tan Sri Dato’ Ahmad FuziHaji Abdul Razak

Mr Khor Chai Tian Mr Lim Ghim Chai

Mr Chu Kheh Wee

2.01

1.89

-

---

101,750,060 *

101,750,060 *

-

---

13.96

13.96

-

---

-

-

-

---

-

-

-

---

-

-

-

---

-

-

-

---

14,624,074

13,802,074

-

---

0.384.58

26.6249.39

19.0

0.02

100



List of Top 30 shareholders

Name No. of Shares Held %

EB NOMINEES (TEMPATAN) S/BPLEDGED SECURITIES ACCOUNT FOR TOPCLASS ACCESS S/B

LEE SUAT YEAN

M & A NOMINEE (TEMPATAN SDN BHDTOPCLASS ACCESS SDN BHD (M&A)

TAN BOON NUNT

LEE SUET HONG

CIMB GROUP NOMINEES (TEMPATAN) SDN BHDTAN BOON NUNT FOR TOPCLASS ACCESS S/B (3977 PETA)

CIMB GROUP NOMINEES (TEMPATAN) SDN BHDLEE SUET HONG FOR TOPCLASS ACCESS S/B (17876 PETA)

HUANG, CHIANG-MEI

TEH PIAK HUAT

LIM KEAN HWA

CIMB GROUP NOMINEES (TEMPATAN) SDN BHDLEE SUET HONG FOR TOPCLASS ACCESS S/B (17876 PETA)

MAYBAN (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR TAN CHIN CHING

ESTHER KEONG PEI PEI

AMSEC NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR YAP LAI NGOH

CIMSEC NOMINEES (TEMPATAN) SDN BHDCIMB BANK FOR LAW GIM PHUAH (MY0376)

MAYBAN SECURITIES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR LIM HOCK SING (REM 622-MARGIN)

GOH CHYE HONG

YAP KON HIN

CHIA YONG KIANG

LEE CHAI ENG

TOH BEE HIANG

AMBANK (M) BERHADPLEDGED SECURITIES ACCOUNT FOR WONG AH YONG (SMART)

CIMSEC NOMINEES (TEMPATAN) SDN BHDCIMB BANK FOR LIEW YOKE LING (MY0500)

ASIAEP BERHADSHARE BUY BACK ACCOUNT

CLEMENT TAN WEI LOON

CHOO POH TIT

WONG AH YONG

TAN KIM LENG ENTERPRISE SDN BHD

BHLB TRUSTEE BERHADEXEMPTED-TRUST ACCOUNT FOR EPF INVESTMENT FORMEMBER SAVINGS SCHEME

GAN SURT NEO

Total

60, 750, 060

15, 202, 000

15, 000, 000

14, 624, 074

13, 802, 074

13, 000, 000

13, 000, 000

11, 155, 300

6, 300, 000

5, 420, 000

5, 405, 000

5, 000, 000

4, 400, 000

4, 071, 800

4, 029, 000

4, 000, 000

3, 934, 600

3, 600, 000

3, 132, 600

3, 000, 000

3, 000, 000

2, 962, 400

2, 762, 000

2, 683, 700

2, 500, 000

2, 380, 000

2, 300, 000

2, 250, 000

2, 170, 100

2, 156, 400

233, 990, 708

8.33

2.09

2.06

2.01

1.89

1.78

1.78

1.53

0.86

0.74

0.74

0.69

0.60

0.56

0.55

0.55

0.54

0.49

0.43

0.41

0.41

0.41

0.38

0.37

0.34

0.33

0.32

0.31

0.30

0.30

32.09

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

Analysis of Shareholdings as at 05 May 2010

81



Analysis of warrant holdings

Size of holdings No of Holders % No of warrants %

Less than 100100 - 1,0001,001 - 10, 00010,001 - 100,000100,001 - Less than 5% ofissued warrants5% and above ofissued warrants

Total

13,19723,027

2,075,36318,720,61468,200,076

5, 570, 267

94, 602, 544

0.010.122.19

19.7972.09

5.89

100

Analysis of warrant 2006/2011 holdings as at 05 May 2010

24986

319496147

1

1, 298

4.341.505.568.642.56

0.02

22.61



List of Top 30 warrant 2006/2011 holders

Name No. of warrant held %

1 NG LEONG HWA

2 EB NOMINEES (TEMPATAN) SENDIRIAN BERHAD PLEDGED SECURITIES ACCOUNT FOR TAN BOON NUNT (SFC)

3 MAYBAN NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR TAN CHIN CHING

4 CIMSEC NOMINEES (TEMPATAN) SDN BHD CIMB BANK FOR LAW GIM PHUAH (MY0376)

5 OON TEIK HOCK 6 GOH CHYE HONG 7 EB NOMINEES (TEMPATAN) SENDIRIAN BERHAD

PLEDGED SECURITIES ACCOUNT FOR LEE SUET HONG (SFC)

8 CIMSEC NOMINEES (TEMPATAN) SDN BHD

CIMB BANK FOR LEONG SIEW LAN (MY0375)

9 RHB CAPITAL NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR WONG CHAN THONG (CEB)


CIMB BANK FOR TAN CHIN CHING (MY0501)

11 TOH BEE HIANG 12 HARBENDAR KAUR A/P NASHTER SINGH

13 TA NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR TAN SIEW TIN

14 CIMSEC NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR BONG SOO MAY (PENANG-CL)


CIMB BANK FOR PEK KIAM KEK (MM0606)

16 RHB NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR SIM MUI KHEE (N02718M)

17 HII HIENG HUI 18 PANG KEAN CHEONG 19 SJ SEC NOMINEES (TEMPATAN) SDN BHD

PLEDGED SECURITIES ACCOUNT FOR ANG SIEW IM (SMT)

20 HARJINDER SINGH A/L KULDIP SINGH 21 LIM KEAN HWA 22 HSU MAY HWA 23 MATHESWARAN RAJAGOPAL

24 WONG AH YONG 25 CHER DONG THENG 26 HII YU GUAN 27 MAYBAN NOMINEES (TEMPATAN) SDN BHD TAN CHIN HOOI 28 TAN SIEW TIN 29 CIMSEC NOMINEES (ASING) SDN BHD PLEDGED SECURITIES ACCOUNT FOR PAUL IAN BROWN KENYON

30 HSBC NOMINEES (ASING) SDN BHD EXEMPT AN FOR HSBC PRIVATE BANK (SUISSE) S.A. (SPORE TST AC CL)

5,570,267

4,295,372

3,200,000

3,150,000

2,874,596

2,656,523

2,643,306

2,100,000

1,800,091

1,800,000

1,764,407

1,399,143

1,336,191

1,260,000

1,100,000

1,060,040

991,240

820,794

679,990

664,130

594,809

594,744

594,744

594,744

570,100

549,146

517,700

507,514

500,000

500,000

46,689,591

5.89

4.54

3.38

3.33

3.04

2.81

2.79

2.22

1.90

1.90

1.87

1.48

1.41

1.33

1.16

1.12

1.05

0.87

0.72

0.70

0.63

0.63

0.63

0.63

0.60

0.58

0.55

0.54

0.53

0.53

49.35


83



Analysis of warrant holdings

Size of holdings No of Holders % No of warrants %

Less than 100100 - 1,0001,001 - 10, 00010,001 - 100,000100,001 - Less than 5% ofissued warrants5% and above ofissued warrants

Total

11878,700

6,578,35748,638,476

161,599,334

25,000,000

241,894,985

0.000.032.71

20.1166.81

10.34

100


384

1, 0641,185

329

1

2,666

0.051.46

18.5420.64

5.73

0.02

46.45



List of Top 30 warrant 2009/2014 holders

Name No. of warrant held %

1 NG LEONG HWA 2 TOPCLASS ACCESS SDN BHD 3 CIMSEC NOMINEES (TEMPATAN) SDN BHD CIMB BANK FOR TAN CHIN CHING (MY0501) 4 LEE SUAT YEAN 5 MAYBAN NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR TAN CHIN CHING 6 TAN BOON NUNT 7 KENANGA NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR LEE SUET HONG 8 AMSEC NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR CHIN CHIN SEONG 9 LOH GEE TONG 10 CHOO POH TIT 11 CIMSEC NOMINEES (TEMPATAN) SDN BHD CIMB BANK FOR LAW GIM PHUAH (MY0376)

12 CIMSEC NOMINEES (TEMPATAN) SDN BHD CIMB BANK FOR LEONG SIEW LAN (MY0375)

13 AMSEC NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR YAP LAI NGOH 14 AFFIN NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR CHAN LAM FATT 15 SIM MUI KHEE 16 LIM KEAN HWA 17 CIMSEC NOMINEES (TEMPATAN) SDN BHD CIMB BANK FOR LIEW YOKE LING (MY0500)

18 LIM KEAN BENG 19 GOH CHYE HONG 20 TEH YOKE WAN @ TEE YOKE WAN 21 CIMSEC NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR BONG SOO MAY

(PENANG-CL) 22 TAN AH KEON 23 NG SHIAW KONG 24 CH’NG MENG HUI 25 YAP KON HIN 26 TAN ENG HUAT 27 LIM LEONG HENG 28 VAN YOKE FAH 29 CHOO YEONG LIN 30 AMBANK (M) BERHAD PLEDGED SECURITIES ACCOUNT FOR WONG AH YONG

(SMART)

Total

25,000,000

6,250,020

5,202,500

5,111,000

5,000,000

4,874,907

4,600,907

4,000,000

3,255,700

3,066,700

2,500,000

1,880,000

1,726,300

1,723,000

1,700,000

1,659,000

1,381,000

1,378,000

1,355,200

1,317,000

1,296,700

1,277,900

1,210,000

1,200,000

1,200,000

1,179,000

1,168,000

1,168,000

1,150,000

1,131,000

94,961,834

10.34

2.58

2.15

2.11

2.07

2.02

1.90

1.65

1.35

1.27

1.03

0.78

0.71

0.71

0.70

0.69

0.57

0.57

0.56

0.54

0.54

0.53

0.50

0.50

0.50

0.49

0.48

0.48

0.48

0.47

39.26


85



Description/existing use

3rd Floor,Corner-Shop lot/Commercial

Single-storeysemi-detached

house/residential

Double-storeyshop-office

Double-storeyshop-office

1st Floor,Strata shop-office

Date ofAcquisition/Price

24 Nov 2001RM 67,400

12 April 2002RM 180,000

6 July 2004RM 430,000

6 July 2004RM 430,000

20 Oct 2009RM 293,733

Age ofBuildings/Land Area

6 years/ 784 sq ft

49 years/2942 sq ft

13 years/1540 sq ft

13 years/1540 sq ft

1 year/1710 sq ft

Tenure

Leaseholdfor99 years,expiringon14 June2092

Leaseholdfor99 years,expiringon12 July2056



Freehold

List of Properties

Auditednet bookvalueas at28 February2010 (RM’000)

54

155

394

394

292

Landed property

Registered owner/title/ Address

Unit 553-3A,3rd FloorMetro Ipoh Baru,Perak(Master Title Nos:HS(D)KA 27098,27099, 27100,27101, 27105 andPT No. 123928 inthe Mukin of HuluKinta, District ofKinta, State ofPerak)

35, Jalan 8/18,Petaling Jaya46050 Selangor(H.S. (D) 124476,Lot No. PT 35,Road 8/18, BandarPetaling Jaya,District of PetalingJaya)

18, Jalan TK2/1C, TamanKinrara Seksyen 2,47100 Puchong, SelangorDarul Ehsan, Malaysia

20, Jalan TK2/1C, TamanKinrara Seksyen 2,47100 Puchong, SelangorDarul Ehsan, Malaysia

Lot 77-1, Level 1,Block K, Phase ll,Business Avenue ll,Cyberjaya @ Neocyber



NOTICE IS HEREBY GIVEN THAT the Seventeenth Annual General Meeting of the Company will be held at Level 3,Cempaka Room, Hotel Equatorial Bangi-Putrajaya, Off Persiaran Bandar, 43650 Bandar Baru Bangi, Selangor Darul EhsanMalaysia on Wednesday, 16 June 2010, at 9.00 a.m. to transact the following businesses:-

Notice of Annual General Meeting

AGENDA

ORDINARY BUSINESS

1. To receive the Audited Financial Statements of the Company for the financial year ended 28February 2010 together with the Reports of the Directors and Auditors thereon.

2. To approve the payment of Directors’ Fees for the financial year ended 28 February 2010.

3. To consider and if thought fit, to pass the following resolutions:-

3.1. “That Mr Khor Chai Tian who retires pursuant to Article 90 of the Company’s Articles ofAssociation, be and is hereby re-elected a Director of the Company.”

3.2. “That Mr Chu Kheh Wee who retires pursuant to Article 97 of the Company’s Articlesof Association, be and is hereby re-elected a Director of the Company.”

3.3. “That Y.Bhg. Tan Sri Dato’ Ahmad Fuzi Haji Abdul Razak who retires pursuant toArticle 97 of the Company’s Articles of Association, be and is hereby re-elected aDirector of the Company.”

4. To re-appoint Messrs Baker Tilly Monteiro Heng as Auditors of the Company and to authorisethe Directors to fix their remuneration.

SPECIAL BUSINESS

To consider and, if thought fit, to pass the following ordinary resolutions:-

5. Authority to issue shares

“That, subject always to the Companies Act, 1965, the Articles of Association of the Companyand approvals of the relevant governmental and/or regulatory authorities, approval be and ishereby given for the Directors to exercise, pursuant to Section 132D of the Companies Act,1965, the power to issue shares in the Company from time to time and upon such terms andconditions and for such purposes as the Directors may deem fit provided that the aggregatenumber of shares issued pursuant to this resolution does not exceed ten per centum (10%) ofthe total issued share capital of the Company and that such approval shall continue in forceuntil the conclusion of the next Annual General Meeting of the Company.”

Resolution 1

Resolution 2

Resolution 3

Resolution 4

Resolution 5

Resolution 6

Resolution 7

87



Resolution 8

To consider and, if thought fit, to pass the following Special Resolution :-

6. Proposed Amendments to the Company’s Articles of Association :-

“That the alterations, modifications, deletions and/or additions to the Company’s Articlesof Association as set out in Appendix 1 attached with the Annual Report for the financialyear ended 28 February 2010 be and are hereby approved.”

7. To transact any other business for which due notice shall have been given.

BY ORDER OF THE BOARD

Wong Youn Kim (MAICSA 7018778)Sin May Peng (MAICSA 7018354)Company Secretaries

Selangor Darul Ehsan

Dated : 25 May 2010



Notice of Annual General Meeting (continued)

NOTES:-

A proxy may but does not need to be a Member of the Company and the provisions of Section 149(1)(b) of the CompaniesAct, 1965 need not be complied with.

To be valid this form duly completed must be deposited at the office of the Company or such place as is specified for thatpurpose in the notice convening the meeting not less than 48 hours before the time for holding the meeting.

A Member shall be entitled to appoint more than one proxy to attend and vote at the same meeting.

Where a Member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion of hisholding to be represented by each proxy.

If the appointor is a corporation, this form must be executed under its common seal or under the hand of its attorney.

Explanatory notes on special business

1. Authority to issue shares

The Ordinary Resolution, under item (5), is to seek a renewal of the general mandate for the Directors of the Company toissue shares in the Company up to an amount not exceeding 10% of the total issued share capital of the Company for suchpurposes as the Directors consider would be in the interest of the Company. This authority, unless revoke or varied by theshareholders of the Company in general meeting will expire at the conclusion of the next Annual General Meeting.

As at the date of Notice of Meeting, no shares has been issued pursuant to the general mandate granted at the last AnnualGeneral Meeting of the Company.

The general mandate for issue of shares will provide flexibility to the Company for any possible fund raising activities and willavoid any delay and costs involved in convening a general meeting to approve such issue of shares.

2. Amendment to the Company’s Articles of Association

The Special Resolution proposed under item (6), if passed, will render the Articles of Association of the Company to be in linewith the current provisions of the Listing Requirements of Bursa Malaysia Securities Berhad. The details of the ProposedAmendments to the Articles of Association are set out in Appendix 1 attached with the Annual Report for the financial yearended 28 February 2010.

89



PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

The Articles of Association of the Company are proposed to be amended in the following manner:-

Article No. Existing Article Amended Article

2

2

151

the Listing Requirements -The Listing Requirements of Bursa MalaysiaSecurities Berhad for the MESDAQ Market

the Stock Exchange -Kuala Lumpur Stock Exchange and/or otherstock exchange in which the shares andother securities of the Company are quoted.

Payment by cheque -Any dividend, interest or other moneypayable, in cash in respect of shares may bepaid by cheque or warrant sent through thepost directed to the registered address of theholder or to such person and to such addressas the holder may in writing direct. Every suchcheque or warrant shall be made payable tothe order of the person to whom it is sent,and the payment of any such cheque orwarrant shall operate as a good dischargeto the Company in respect of the dividendrepresented thereby, notwithstanding that itmay subsequently appear that the same hasbeen stolen or that the endorsement thereonhas been forged. Every such cheque orwarrant shall be sent at the risk of the personentitled to the money thereby represented.

the Listing Requirements -The Listing Requirements of Bursa MalaysiaSecurities Berhad for the ACE Market

the Stock Exchange -Bursa Malaysia Securities Berhad and/orother stock exchange in which the shares andother securities of the Company are quoted.

Mode of Payment of Dividend -Any dividend or other money payable in cashon or in respect of a share may be paid bycheque or warrant sent through the post to theregistered address of the member or personentitled thereto, or, if several persons are entitledin consequence of the death or bankruptcy ofthe holder, to any one of such persons or tosuch persons and such address as suchpersons may by writing direct or by directlycrediting the dividend entitlement into themember’s bank account as provided to theCentral Depository from time to time. Every suchcheque or warrant shall be made payable tothe order of the person to whom it is sent orsuch person as the holder may direct andpayment of the cheque or the direct crediting tothe member’s bank account shall be a gooddischarge to the Company. Every such chequeor warrant shall be sent or directly credited atthe risk of the person entitled to the moneyrepresented thereby. Where the members haveprovided to the Central Depository the relevantcontact details for purposes of electronicnotifications, the Company shall notify themelectronically once the Company has paid thecash dividends out of its accounts.

Appendix 1



Article No. Existing Article Amended Article

166 Effects of the Listing Requirements of theKuala LumpurStock Exchange for theMESDAQ Market

For the purpose of this Article, unless thecontext otherwise requires, “ListingRequirements” means the ListingRequirements of Bursa Malaysia SecuritiesBerhad for the MESDAQ Market includingany amendment to the Listing Requirementsthat may be made from time to time.

Effects of the Listing Requirements of BursaMalaysia Securities for the ACE Market

(i) Notwithstanding anything contained in theseArticles, if the Listing Requirements prohibitan act being done, the act shall not be done.

(ii) othing contained in these Articles preventsan act being done that the ListingRequirements require to be done.

(iii) If the Listing Requirements require an act tobe done or not to be done, authority is givenfor that act to be done or not to be done (asthe case may be).

(iv) If the Listing Requirements require theseArticles to contain a provision and they donot contain such a provision, these Articlesare deemed to contain that provision.

(v) If the Listing Requirements require theseArticles not to contain a provision and theycontain a provision, these Articles are notdeemed to contain that provision.

(vi) If any provision of these Articles is orbecomes inconsistent with the ListingRequirements, these Articles are deemednot to contain that provision to the extent ofthe inconsistency.

(vii)For the purpose of this Article, unless thecontext otherwise requires, “ListingRequirements” means the ListingRequirements of Bursa Malaysia SecuritiesBerhad for the ACE Market including anyamendments to the Listing Requirementsthat may be made from time to time.

91



Pursuant to Rule 8.29(2) of the Listing Requirements of Bursa Malaysia Securities Berhad for the ACE Market

The Directors who are standing for re-election at the Seventeenth Annual General Meeting of the Company pursuant to theArticles of Association of the Company are :-

1. Tan Sri Dato’ Ahmad Fuzi Haji Abdul Razak (Article 97)2. Mr Khor Chai Tian (Article 90)3. Mr Chu Kheh Wee (Article 97)

The details of the above Directors seeking re-election are set out in the Directors’ Profile as disclosed from pages 6 to 8 of thisAnnual Report.

Tan Sri Dato’ Ahmad Fuzi Haji Abdul Razak, Mr Khor Chai Tian and Mr Chu Kheh Wee do not have any interests in thesecurities of the Company or its subsidiaries.

Statement Accompanying Notice of Annual General Meeting



ASIAEP BERHAD(Company No. : 253387-W)(Incorporated In Malaysia)

I/We, ………… ….……..………………………………NRIC No. :…………………………...............................….

of……………………….………………………………………………………………………..............................…..

……………………..…………………………………………………………………………...........................………

being a member/members of the abovenamed Company, hereby appoint……………………................………………………………………..……of………………………………………………..………….…or failing him, theChairman of the Meeting as my/our proxy to attend and vote for me/us on my/our behalf at the Annual GeneralMeeting of the Company to be held at Level 3, Cempaka Room, Hotel Equatorial Bangi-Putrajaya, Off PersiaranBandar, 43650 Bandar Baru Bangi, Selangor Darul Ehsan Malaysia on Wednesday, 16 June 2010 at 9.00 a.m.and at any adjournment thereof in the manner indicated below :-

Resolutions Number For Against

Receive and Consider Accounts and Reports 1

Directors’ fees 2

Re-appointment/ Re-election of Directors of the Company:-

- Mr Khor Chai Tian 3

- Mr Chu Kheh Wee 4

- Y.Bhg. Tan Sri Dato’ Ahmad Fuzi Haji Abdul Razak 5

Re-Appointment of Auditors - Baker Tilly Monteiro Heng 6

Authority to issue shares pursuant to Section 132D 7

Amendments to the Company’s Articles of Association 8

Please indicate with an “X” in the appropriate box against the resolution how you wish your proxy to vote. Ifno instruction is given, this form will be taken to authorise the proxy to vote at his/her discretion.

Number of Shares ………………………

CDS No. ……………............................…

……………………….……..….……..…........ …………………………..……..….……..….Date : Signature

Notes:-A proxy may but does not need to be a Member of the Company and the provisions of Section 149(1)(b) of theCompanies Act, 1965 need not be complied with.

To be valid this form duly completed must be deposited at the office of the Company or such place as is specified for thatpurpose in the notice convening the meeting not less than 48 hours before the time for holding the meeting.

A Member shall be entitled to appoint more than one proxy to attend and vote at the same meeting.

Where a Member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportionof his holding to be represented by each proxy.

If the appointor is a corporation, this form must be executed under its common seal or under the hand of its attorney.

Proxy FormProxy Form

93



Implementation of Electronic Dividend Payment (“eDividend”)

Electronic Dividend Payment or eDividend refers to the payment of cash dividends by a listed issuer to its shareholders bydirectly crediting into their respective bank accounts. Shareholders are required to provide their bank account information toBursa Malaysia Depository Sdn Bhd (“Bursa Depository”) (as the repository of such information) as eDividend will beimplemented in the third quarter of 2010.

Benefits of eDividend

i. Faster access to your cash dividends as your entitlement will be directly credited to your bank account;ii. Eliminates the inconvenience of having to deposit the dividend cheques;iii. Eliminates incidents of misplaced, lost or expired cheques;iv. Eliminates incidents of unauthorized deposit of dividend cheques;v. The convenience of one-off registration for entitlement to cash dividends from all listed issuers;vi. Option to consolidate dividends from all your Central Depository System (“CDS”) accounts into one bank account for

better account management.

Registration for eDividend

Registration for eDividend will commence on 19 April 2010 for a period of 1 year until 18 April 2011, at no cost to theshareholders.

If you register after 18 April 2011, an administrative charge will be imposed.

To register for eDividend, you are required to provide your bank account number and other information to Bursa Depositorythrough your stockbroker, by completing the prescribed form. This form can be obtained in due course from your stockbroker’soffice where your CDS account is maintained, or downloaded from Bursa Malaysia’s website at http://www.bursamalaysia.com.

You need to submit the duly completed prescribed form together with the following documents for registration:-

a) Individual depositor: Copy of identification documents i.e, NRIC, Passport, Authority Card or other acceptable identificationdocuments. Original documents must be produced for your stockbroker’s verification;

Corporate depositor: Certified true copy of the Certificate ofIncorporation/Certificate of Registration; and

b) Copy of your bank statement/bank savings book/details of your bank account obtained from your bank’s website that hasbeen certified by your bank/copy of letter from your bank confirming your bank account particulars. For individuals,original documents must be produced for your stockbroker’s verification. For corporate entities, a certified true copy is tobe submitted.

If the CDS account is held in the name of a nominee, the nominee will register for the eDividend.

If you are unable to be present at your stockbroker’s office to submit the prescribed form and supporting documents, you canstill submit your forms through your remisier or other means to your stockbroker’s office but please ensure that the signing ofthe prescribed form and the supporting documents have been witnessed by an acceptable witness specified by BursaDepository. In this regard, an acceptable witness includes an Authorised Officer of your stockbroker, a Dealer’s Representative,a notary public and an Authorised Officer of the Malaysian Embassy/High Commission.

Notification of eDividend payment after registration

You are encouraged to provide in the prescribed form to Bursa Depository both your mobile phone number and e-mailaddress, if any. This is to enable the Company to issue electronic notification to you either via e-mail or SMS, at the discretionof the Company, once the Company has paid the cash dividend out of its account. Please note that if you provide only yourmobile phone number, you may only be notified of the cash dividend payment when you receive your dividend warrant or taxcertificate.



Additional information for shareholders

Your savings or current account must be an active bank account, maintained with a local bank under your name or in thecase of a joint account, has your name as one of the account holders. The bank account must be maintained with a financialinstitution that offers MEPS Inter-Bank GIRO (“IBG”) service. We provide herewith the current listing of IBG membersextracted from the official website of MEPS, for up-to-date-listing, you are advised to visit the website at http://www.meps.com.my/

1. Affin Bank Berhad2. Alliance Bank Malaysia Berhad3. AmBank (M) Berhad4. Bank Islam Malaysia Berhad5. Bank Muamalat Malaysia Berhad6. Bank Kerjasama Rakyat Malaysia Berhad7. Bank of America Malaysia Berhad8. Bank Simpanan National9. CIMB Bank Berhad10. Citibank Berhad11. Deutsche Bank Berhad12. EON Bank Berhad13. Hong Leong Bank Berhad14. HSBC Bank Malaysia Berhad15. Malayan Banking Berhad16. OCBC Bank (Malaysia) Berhad17. Public Bank Berhad18. RHB Bank Berhad19. Standard Chartered Bank Malaysia Berhad20. The Royal Bank of Scotland Berhad21. United Overseas Bank (Malaysia) Bhd

We look forward to a successful implementation of eDividend through your active participation, and to serving you better asour valued shareholders. If you have any queries relating to eDividend, please do not hesitate to contact our share registrars:

Sectrars Services Sdn. Bhd. (92781-x)No. 28-1 Jalan Tun Sambanthan 350470 Kuala LumpurTel No : 03-2274 6133Fax No : 03-2274 1016

Thank you

Yours faithfully


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asiaEP BERHAD (Co No: 253387-W)

18 & 20, Jalan TK2/ 1C, Taman Kinrara

Seksyen 2, 47100 Puchong

Selangor Darul Ehsan, Malaysia

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