source company no: 99999 ca/lr applicability

Model Berhad Illustrative Directors’ Report 2020

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Company No: 99999

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CA/LR APPLICABILITY: The directors’ report of Model Berhad is intended to illustrate the form and contents of the directors’ report in accordance with Companies Act 2016. The illustrative disclosures herein should not be considered to be the only acceptable form of presentation. Further, it may be subject to change in line with any guidance and/ or FAQs which may be issued by the Malaysian Institute of Accountants and/ or the Companies Commission of Malaysia (SSM). This illustrative directors’ report does not include a Business Review, which is not a mandatory requirement. The content of a business review is set forth in Part II of the Fifth Schedule, Companies Act 2016.

MODEL BERHAD (Incorporated in Malaysia)

Directors’ report The directors of Model Berhad have pleasure in submitting their report and the audited

financial statements of the Group and of the Company for the financial year ended 31 December 2020.

Guidance Note: If the Company incurred losses for the financial year, disclose as follows: The directors of Model Berhad hereby submit their report and the audited financial statements

of the Group and of the Company for the financial year ended 31 December 2020. 253(1)(b) Principal activities The principal activities of the Company are sale of leisure goods and investment holding. 5SPI(7) The subsidiaries are principally involved in the manufacturing and distribution of electronic

equipment and leisure goods, and construction of properties. The information on the name, place of incorporation, principal activities, and percentage of issued share capital held by the holding company in each subsidiary is as disclosed in Note [ ] to the financial statements*.

Guidance Note: *Alternative disclosure:

The details of the Company’s subsidiaries is as disclosed in Note [ ] to the financial statements.

The Act requires the disclosure of the name, place of incorporation, principal activities and percentage of issued share capital held by the holding company in each subsidiary. These disclosures may be made in the directors’ report itself or by way of a cross reference to the Notes to the financial statements, as illustrated above. There is no requirement in the Act to state the details of any change in the nature of the activities of the Company and of its subsidiaries during the financial year.


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Company No: 99999

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CA/LR 5SPI(1)(a) Results The results of the Group and of the Company for the financial year are as follows:

Group

Company RM’000 RM’000

Profit for the year from continuing operations 18,310 13,211 Profit for the year from discontinued operations 8,310 -

Profit for the year, net of tax 26,620 13,211

Profit attributable to: Equity holders of the Company 22,228 13,211 Non-controlling interests 4,392 -

26,620 13,211

5SPI(1)(n) In the opinion of the directors, the results of operations of the Group and of the Company during the financial year have not been substantially affected by any item, transaction or event of a material and unusual nature other than the changes in accounting policies as disclosed in Note [ ] to the financial statements and significant events during the year as disclosed in Note [ ] to the financial statements.

Guidance Note: ”Any item, transaction or event of a material or unusual nature” is not defined in the Act.

However, Section 169(7) of the Companies Act, 1965 provides that the aforementioned includes but is no limited to:

any change in accounting policies adopted since the last report;

any material change in the method of valuation of the whole or any part of the trading stock;

any material item appearing in the financial statements or consolidated financial statements for the first time or not usually included in the financial statements or consolidated financial statements; and

any absence from the financial statements or consolidated financial statements of any material item usually included in the financial statements or consolidated financial statements.

and this may be used as a guide. In addition, if the financial performance of the Company is substantially affected by the

measures undertaken by the Government to contain the spread of Covid-19 (e.g. temporary closure of business operations during the implementation of the Movement Control Order or the like), this may be viewed as items, transaction or event of a material and unusual nature.

5SPI(1)(f) Dividends Since the end of the previous financial year, the amount of dividends paid or proposed by the

Company are in respect of the following: (i) Ordinary shares

A final dividend of 39.65 sen per share, amounting to RM6.515 million, proposed in the previous financial year and dealt with in the previous year directors’ report was paid on 22 May 2020.


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Company No: 99999

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CA/LR 5SPI(1)(f) Dividends (continued)

The directors propose a first and final cash dividend of 35.08 sen per share, amounting to

approximately RM4.372 million, computed based on the outstanding issued and paid-up capital, excluding treasury shares held by the Company, of 16,619,000 ordinary shares in respect of the current financial year. The proposed final dividend is subject to the approval by the shareholders at the forthcoming Annual General Meeting of the Company and has not been included as liability in the financial statements. Upon approval by the shareholders, the cash dividend payment will be accounted for in equity as an appropriation of retained earnings during the financial year ending 31 December 2021.

(ii) Convertible non-participating preference shares

A dividend of 10 sen per share, amounting to RM0.12 million was paid in respect of the

current financial year. Guidance Note: Dividends may be identified to the class of shares in issue if the Company has more than one

class of shares. When there is no dividend paid or declared since the end of the previous financial year, the

following may be disclosed: “No dividend has been paid or declared by the Company since the end of the previous financial

year. The directors do not recommend any dividend payment in respect of the current financial year.”

OR

“No dividend has been paid or declared by the Company since the end of the previous financial year. The directors propose a first and final dividend of [ ], amounting to RM [ ] based on the outstanding issued and paid-up capital of [ ] ordinary shares, in respect of the current financial year. The proposed dividend is subject to approval by the shareholders at the forthcoming Annual General Meeting of the Company and has not been included as liability in the financial statements. Upon approval by the shareholders, the cash dividend payment will be accounted for in equity as an appropriation of retained earnings during the financial year ending 31 December 2021.” Note: The disclosure on dividends relating to ordinary shares (e.g. final dividend subject to approval at the AGM) was made on the basis that it is governed by the Company’s Constitution. The Company’s Memorandum & Articles of Association in force and operative at the commencement of the Act shall be deemed to be the Company’s Constitution unless otherwise resolved by the Company.

5SPI(1)(b) Reserves and provisions There were no material transfers to or from reserves or provisions during the financial year

other than those disclosed in the financial statements.


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Company No: 99999

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CA/LR 5SPI(1)(c) Issue of shares The Company increased its issued and paid-up ordinary share capital during the year by the

issuance of: (i) 314,000 new ordinary shares pursuant to the Employees’ Share Option Scheme at an

average exercise price of RM1 per ordinary share; and (ii) 3,000 new ordinary shares at an issue price of RM2.67 each for working capital purposes. The new ordinary shares issued rank pari passu with the then existing ordinary shares of the

Company. During the year, the Company also issued preference shares for working capital purposes as

follows: (i) Convertible non-participating preference shares (‘CNPS’) 100,000 units of CNPS at an issue

price of RM1 each; and

(ii) Redeemable cumulative preference shares (‘RCPS’) 3,000,000 7% RCPS at an issue price of RM5 each.

The terms of the CNPS and RCPS are as disclosed in Notes [ ] and [ ] to the financial statements respectively.

Treasury shares

During the current financial year, the Company purchased 5.603 million units of its own shares

through purchases on Bursa Malaysia Securities Berhad, as disclosed in Note [ ] to the financial statements. The total amount paid for the acquisition of the shares was RM16.65 million and it has been deducted from equity. The repurchased transactions were financed by internally generated funds and the average price paid for the shares were RM2.97 per share. The repurchased shares are held as treasury shares in accordance with Section 127(4)(b) of the Companies Act, 2016.

5SPI(1)(c) Issue of convertible bonds During the financial year, the Company issued 4.5 million 5.5% RM denominated convertible

bonds (‘Bonds’) at an issue price of RM1.10 per bond. The salient features of the Bonds are as follows:

(i) the Bonds bear interest at a fixed interest rate of 5.5% per annum on the nominal amount

of the Bonds and the interest is payable quarterly until settlement date; (ii) the Bonds are convertible at the option of the holders at any time between the date of

issue and the maturity date on the basis of one new ordinary share in exchange for RM3 nominal amount of the Bonds;

(iii) all new ordinary shares issued upon conversion of the Bonds will rank pari passu with the then existing ordinary shares of the Company except that the new ordinary shares will not rank for any dividend declared in respect of any particular financial year ending before the conversion date irrespective of the date when such dividends are declared, made, or paid nor will the new ordinary shares rank for any rights, allotment or other distributions if the conversion date is after the entitlement date for such rights, allotment or other distributions; and


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Company No: 99999

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CA/LR

Issue of convertible bonds (continued)

(iv) the Bonds are unsecured obligations of the Company and are subordinated to all other

present and future unsecured and unsubordinated obligations of the Company. Guidance Note: If the Company has not issued any new shares or debentures during the financial year, a

voluntary disclosure of that fact may be specified in the directors’ report. E.g. There were no new issue of shares or debentures during the financial year.

The following details are required to be disclosed where the Company has issued any shares or

debentures: purpose of issue, classes of shares or debentures issued;

number of shares of each class or amount of debentures of each class; and

terms of issue of the shares or debentures of each class.

Examples of disclosures in other circumstances: 75

A. The Company issued …………… new ordinary shares at an issue price of RM…………… each for cash during the financial year to the existing shareholders in proportion to their shareholdings for the purpose of increasing the working capital of the Company. These new shares rank pari passu with the then existing ordinary shares of the Company.

B. The issued and paid-up ordinary share capital of the Company was increased from

RM…………… to RM……………during the financial year by way of a bonus issue of …………… new ordinary shares at an issue price of RM…………… on the basis of ………. new shares for every …………. shares held. These new shares rank pari passu with the then existing ordinary shares of the Company.

C. The issued and paid-up share capital of the Company was increased from RM…………… to

RM…………… during the financial year by way of a rights issue of …………… new ordinary shares at an issue price of RM…………… per share for cash on the basis of …………… new shares for every …………… existing shares held. The rights issue was made for the purpose of .............................

75(2)

Prior approval by way of resolution by the company is not required for the directors to exercise their power for: (a) An allotment of shares, or grant of rights, under an offer made to the members of the

company in proportion to the members’ shareholdings; (b) An allotment of shares, or grant of rights, on a bonus issue of shares to the members of

the company in proportion to the members’ shareholdings; (c) An allotment of shares to a promoter of a company that the promoter has agreed to take;

or (d) Shares which are to be issued as consideration or part consideration for the acquisition of

shares or assets by the company and members of the company have been notified of the intention to issue the shares at least fourteen days before the date of issue of the shares.

In all other circumstances, for private company, a written resolution or meeting of the members is required, whereas for public company, a meeting of the members is required.


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Company No: 99999

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CA/LR 5SPI(5) Share options Under the Company's Employees’ Share Option Scheme (‘ESOS’), which became effective on

31 March 2017, options to subscribe for unissued new ordinary shares of RM1 each in the Company were granted to eligible executives and senior employees of the Company.

The salient features of the ESOS are as follows: (i) the total number of shares which may be made available shall not exceed ten percent

(10%) of the issued and paid-up share capital of the Company at any point of time during the existence of the ESOS;

(ii) eligible persons are confirmed employees who are executives and senior employees with

more than five years of service with the Company; (iii) no option shall be granted for less than 1,000 shares nor for more than 500,000 shares; (iv) the option price shall be at a discount of not more than 10% from the weighted average

market price of the shares for the five market days immediately preceding the date on which the share option is granted or at closing price of the shares on the Main Market of the Bursa Malaysia on the date of grant, whichever is higher;

(v) the options granted may be exercised at anytime from the date of vesting to the date of

their expiry. All options vest on the date of issue and expire within three years of their issue, or one month after the resignation of the executive or senior employees, whichever is the earlier; and

(vi) the persons to whom the options are granted have no right to participate by virtue of the

options in any other share of any other company in the Group. 5SPI(5) 5SPI(6)

The share options granted and exercised during the financial year are as follows:

Number of share options

Date of grant

Balance at

1.01.20 Granted Exercised Cancelled/

Lapsed

Balance at

31.12.20

Exercise price

per share (RM)

Exercise period

000 units 000 units 000 units 000 units 000 units

31.03.17 140 -

(140) - - 1.00

31.03.175 to

30.03.20

30.09.17 150 -

(150) - - 1.00

30.09.179to

29.09.20

31.12.18 - 160 (24) - 136 1.00

31.12.18 to

30.12.21

29.01.19 - 60

- - 60 1.00

29.01.19 to

28.01.22

Total 290 220 (314) - 196


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Company No: 99999

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CA/LR Guidance Note: 5SPI(5) The following details should be disclosed for any options granted during the financial period to

take up unissued shares of a company: the number and class of shares in respect of which the option has been granted;

the date of expiration of the option;

the basis upon which the option may be exercised; and

whether the person to whom the option has been granted has any right to participate by virtue of the option in any share issue of any other company.

5SPI(6) The disclosures as required by the Act in relation to share options also include: (a) particulars of shares issued during the period to which the report relates by virtue of the

exercise of options to take up unissued shares of the company, whether granted before or during that period, and

(b) for unissued shares of the company under option as at the end of that period,

the number and class;

the price or method of fixing the price of issue of those shares;

the date of expiration of the options; and

the rights, if any, of the persons to whom the options have been granted to participate by virtue of the options in any share issue of any other company.

Examples of disclosures in other circumstances: A. No options have been granted by the Company to any parties during the financial year to

take up unissued shares of the Company. No shares have been issued during the financial year by virtue of the exercise of any option

to take up unissued shares of the Company. As at the end of the financial year, there were no unissued shares of the Company under options.

B. During the financial year, an option was granted to …………………………. to take up ……………

new ordinary shares in the Company at a price of RM…………… per share. This option may be exercised at any date not later than ……………………. by full payment upon application for the full number of shares. The option granted does not carry any right to participate by virtue of the option in any share issue of any other company.

No shares have been issued during the financial year by virtue of the exercise of any option

to take up unissued shares of the Company. As at the end of the financial year, unissued shares of the Company under options are as follows:

Number and class of shares Share issue price Option expiry date OR During the financial year, ................new ordinary shares of the Company were issued at

RM......... per share for cash by virtue of the exercise of options granted prior to ......................./ during the financial year. As at the end of the financial year, unissued shares of the Company under options are as follows:

Number and class of shares Share issue price Option expiry date


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Company No: 99999

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CA/LR Other statutory information Before the financial statements of the Group and of the Company were prepared, the directors

took reasonable steps:

5SPI(1)(g) (a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate provision had been made for doubtful debts; and

5SPI(1)(i) (b) to ensure that any current assets which were unlikely to be realised in the ordinary course

of business including the value of current assets as shown in the accounting records of the Group and of the Company had been written down to an amount which the current assets might be expected so to realise.

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

5SPI(1)(h) (a) which would render the amount written off for bad debts or the amount of the provision

for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; or

5SPI(1)(j)(i) (b) which would render the values attributed to current assets in the financial statements of

the Group and of the Company misleading; or 5SPI(1)(j)(ii) (c) which have arisen which would render adherence to the existing method of valuation of

assets or liabilities of the Group and of the Company misleading or inappropriate; or 5SPI(1)(m) (d) not otherwise dealt with in this report or the financial statements of the Group and of the

Company which would render any amount stated in the financial statements misleading.

5SPI(1)(h), (j), (m)

Guidance Note:

If there are any such circumstances, the particulars of the circumstances should be disclosed.

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

5SPI(1)(k)(i) (a) any charge on the assets of the Group and of the Company which has arisen since the end

of the financial year which secures the liabilities of any other person; and 5SPI(1)(k)(ii) (b) any contingent liability of the Group and of the Company which has arisen since the end of

the financial year. 5SPI(1)(k)(ii) Guidance Note: If there is any contingent liability which has arisen since the end of the financial year, the

following statement would be disclosed: (b) any contingent liability of the Group and of the Company which has arisen since the end

of the financial year except as disclosed in note [ ] to the financial statements. This note should disclose the general nature of the contingent liability and, so far as practicable, the maximum amount, or an estimate of the maximum amount, for which the Group and the Company would become liable in respect thereof.


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Company No: 99999

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CA/LR 5SPI(1)(l)

Other statutory information (continued) No contingent or other liability 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 when they fall due.

5SPI(1)(o) In the opinion of the directors, 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 operations of the Group and of the Company in the financial year in which this report is made other than those disclosed in Note [ ] to the financial statements.

Guidance Note: The Act does not define what “material and unusual nature” is. Entities may consider the

disclosure of the following circumstances:

material disputes over receivables/payables;

significant law suits that might have material financial impact;

potential impairment in value of assets (e.g. significant decrease in the market value of investment in shares after year end);

significant subsequent events that have material financial impact;

change in accounting policies adopted since the last report;

material change in the method of valuation of the whole or any part of the trading stock;

material item appearing in the financial statements or consolidated financial statements for the first time or not usually included in the financial statements or consolidated financial statements; and

absence from the financial statements or consolidated financial statements of any material item usually included in the financial statements or consolidated financial statements.

253(1)(a) Directors The directors of the Company in office during the financial year and during the period from the

end of the financial year to the date of this report are: Mr A

En B Mr C (appointed on 1 March 2020 and resigned on 30 November 2020) Mr D (appointed on 11 July 2020) Dr E (appointed on 11 March 2021) En F (resigned on 10 July 2020)

253(2) [The directors who held office in the subsidiaries of the Company during the financial year and

up to the date of this report are: Specify accordingly.]

253(1)(a)

Guidance Note: The Act requires the disclosure of the name of every person who was a director of the company (i) during the financial year; and (ii) during the period commencing from the end of the financial year and ending on the date of the report. This differs from the Companies Act, 1965 which requires the names of the directors in office since the date of the last report.


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Company No: 99999

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CA/LR 253(2)

Guidance Note (continued): In addition, this disclosure requirement also applies to subsidiaries included in the consolidated financial statements for the financial year. However, the manner in which such disclosures are to be made is not specified. When the disclosures are lengthy, the directors may consider including this in a separate section in the directors’ report, for example, the section after the information disclosed on “Indemnity and insurance for directors and officers”.

5SPI(1)(e) Directors’ interests The interests in shares in the Company and in a related corporation of those who were

directors of the Company at the end of the financial year according to the Register of Directors’ Shareholdings kept by the Company under Section 59 of the Companies Act, 2016 are as follows:

No. of ordinary shares Balance as of

1.01.2020/ date of

appointment

Bought

Sold

Balance

as of 31.12.2020

Shares in the Company Registered in the name of the directors

Mr A 750,000 250,000 - 1,000,000 En B 100,000 50,000 - 150,000 Mr D - 25,000 - 25,000 Indirect interest: Mr A*

200,000

-

-

200,000

No. of ordinary shares

Balance as of 1.01.2020/

date of appointment

Bought

Sold

Balance

as of 31.12.2020

Shares in the immediate holding company, X Holdings Limited

Registered in the name of the director

Mr A 10,000 - - 10,000

*Interest pursuant to Section 59(11)(c) of Companies Act 2016 held by spouse


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Company No: 99999

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CA/LR Directors’ interests (continued)

No. of ordinary shares Balance as of

1.01.2020/ date of

appointment

Bought

Sold

Balance

as of 31.12.2020

Shares in a subsidiary, Subtwo Sdn Bhd

Registered in the name of the director

Mr A 1,000 - - 1,000

The following directors are deemed to have beneficial interest in the Company by virtue of their interest in the following companies, which, as at 31 December 2020, held shares in the Company:

Name of director

Name of Company

No. of shares held in the Company

Mr A XYZ Sdn Bhd 2,600,000 En B ZZZ Sdn Bhd 3,000,000

There have been no significant changes in the shareholdings of these companies in the Company during the financial year.

In addition to the above, the following directors have an interest in the shares of the Company,

by virtue of the options granted pursuant to the ESOS of the Company. No. of share options

Balance as of

1.01.2020/ date of

appointment

Granted

Exercised

Balance as of

31.12.2020

Mr A - 7,500 - 7,500 En B - 5,000 - 5,000

By virtue of the above directors’ interest in the shares of the Company and of the holding company, the abovementioned directors are also deemed to have an interest in the shares of the subsidiaries to the extent that the Company and the holding company have an interest.

None of the other directors in office at the end of the financial year held shares or had

beneficial interest in the shares of the Company or its related corporation during or at the beginning and end of the financial year.

Guidance Note: 59(11)(c) Pursuant to Section 59(11)(c) of the Act, a reference to a director shall include the spouse of a

director who is not a director of the company and a child of a director, including adopted child or stepchild who is not a director of the company and the interest of the spouse or child shall be treated as the interest of the director in the shares or debentures of the company after the relevant facts have come to the director’s knowledge.


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Company No: 99999

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CA/LR Directors’ benefits 5SPI(3) 5SPI(2)

Since the end of the previous financial year, none of the directors of the Company has received or become entitled to receive a benefit (other than a benefit included in the aggregate of remuneration received or due and receivable by directors or the fixed salary of a full-time employee of the Company as disclosed in Note [ ] to 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 he is a member, or with a company in which he has a substantial financial interest except for any benefit which may be deemed to have arisen by virtue of [the transactions between the Company and certain companies in which certain directors of the Company are also directors and/or shareholders as disclosed in Note [ ] to the financial statements / the following transactions:

(a) the Company and its subsidiaries have entered into agreements for the provision of management, marketing and consultancy services with ........ of which Mr [ ] is a director. (b) a subsidiary is currently renting certain office premises under an agreement with ...... .......... of which Mr [ ] is a director.]

5SPI(1)(d) During and at the end of the financial year, no arrangement subsisted to which the Company was a party whereby directors of the Company might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate except for the options granted to certain directors pursuant to the Company’s ESOS as disclosed above and in Note [ ] to the financial statements.

The remuneration received by the directors of the subsidiaries for the financial year are

RM [ ]. 5SPI(2)(a),(b)

Guidance Note: The benefit included in the aggregate of remuneration received or due and receivable by directors as disclosed above is in respect of directors or past directors of the Company. These disclosures may be made in the directors’ report itself or by way of a cross reference to the Notes to the financial statements, as illustrated above. The amount of remuneration to be disclosed is in respect of fees and other benefits distinguished separately, paid to or receivable by them from the company or its subsidiaries as remuneration for their services to the company or its subsidiaries. In addition, the remuneration received by the directors of the subsidiaries for the financial year is also required to be disclosed by virtue of Section 253(2) of the Act.


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Company No: 99999

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CA/LR 5SPI(2)(d) Indemnity and insurance for directors, officers and auditors

[There were no indemnity given to or insurance effected for any directors, officers

and auditors of the company in accordance with Section 289 of the Companies Act 2016.] OR

[During the year ended 31 December 2020, a permitted indemnity provision as defined in Section 289 of the Companies Act, 2016, amounting to RM XX was in force for an indemnity against a liability incurred by En. B, director of the Company, to a third party. There were no other indemnity provisions made on behalf of any other directors, officers or auditors of the Company.]

OR [The Company maintains directors’ liability insurance for purposes of Section 289 of the

Companies Act, 2016, throughout the year, which provides appropriate insurance cover for the directors of the Company. The amount of insurance premium paid during the year amounted to RM XX]

289 Guidance Note:

The total amount, if any, of any indemnity given to or insurance effected for, any director, officer or auditor of the company shall now be required to be disclosed. Section 289 of the Act provides that a company shall not indemnify or directly or indirectly effect insurance for an officer or auditor of the company in respect of— (a) the liability for any act or omission in his capacity as an officer or auditor; or (b) the costs incurred by that officer or auditor in defending or settling any claim or

proceedings relating to any such liability.

An indemnity given in breach of this section shall be void. However, the Act provides limited circumstances upon which a company may indemnify an officer or auditor of the company.

5SPI(9) Subsidiaries interests [The extent of each subsidiaries’ holding of shares in the holding company

and in other related corporations is to be disclosed, as applicable.] Holding company 5SPI(4) The Directors regard X Holdings Limited, a company incorporated in Singapore as the

Company’s ultimate holding company. Significant events during the financial year Significant events during the financial year are disclosed in Note [ ] to the financial statements.


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Company No: 99999

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CA/LR Subsequent events

Significant events subsequent to the end of the financial year are disclosed in Note [ ] to the financial statements.

Auditors The auditors, [Deloitte PLT / Deloitte & Touche PLT], have indicated their willingness to continue

in office. 5SPI(10)

Auditors’ remuneration

The amount paid as remuneration of the auditors for the financial year ended 31 December 2020 is as disclosed in Note [ ] to the financial statements.

5SP1(10) Guidance Note: 340

The auditors remuneration to be disclosed is in respect of the total amount paid to or receivable by the auditors as remuneration for their services as auditors, inclusive of all fees, percentages or other payments or consideration given by or from the company or by or from any subsidiary of the company. For the appointment of and fixing of the remuneration of auditors of a public company, it is to be tabled at the Annual General Meeting.

5SP1(8) Auditors’ report on the financial statements of the subsidiaries [If the auditor’s report on the financial statements of a subsidiary is qualified in any way,

particulars of the manner in which the report is qualified in so far as the matter which is the subject of the qualification is not covered by the holding company’s own financial statements and is material from the point of view of its members is to be disclosed]

252(2) Signed on behalf of the Board, as approved by the Board in accordance with a resolution of the

Directors / Signed by the Director*,

_________________ 252(2) Mr A Guidance Note:

Due to the change in the required minimum number of directors for a private company in Section 196(1)(a) of the Act, the Directors’ Report of a private company shall now be allowed to be approved by a single director.

_________________ 252(2) En B Kuala Lumpur 31 March 2021


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Company No: 99999

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CA/LR Guidance Note: 5SPI(1)(p) 253(3)

The Act empowers the Registrar to determine any other details to be included in the Directors’ Report.

A business review as set out in Part II of Fifth Schedule of the Act maybe included in the Directors’ report.


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Company No: 99999

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CA/LR 251(2) STATEMENT BY DIRECTORS / DIRECTOR# The directors / director of Model Berhad state that, in their / his opinion, the accompanying financial

statements are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the provisions of the Companies Act, 2016 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 31 December 2020 and of the financial performance and the cash flows of the Group and of the Company for the year ended on that date.

251(3) Signed in accordance with

a resolution of the Directors / Signed by the Director#,

______________________ Mr A

______________________ En B

Kuala Lumpur 31 March 2021 251(1)(b)

DECLARATION BY THE OFFICER PRIMARILY RESPONSIBLE FOR THE FINANCIAL MANAGEMENT OF THE COMPANY

I, Mr G, the officer primarily responsible for the financial management of Model Berhad, do solemnly

and sincerely declare that the accompanying financial statements are, in my opinion, 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.

______________________ Mr G

Subscribed and solemnly declared by the abovenamed Mr G at Kuala Lumpur in Federal Territory, this

31st day of March 2021. Before me,

_________________________ COMMISSIONER FOR OATHS


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Company No: 99999

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CA/LR

Guidance Note: LR 9.27 The director/ person primarily responsible for the financial management of the listed issuer who signs

the statutory declaration must satisfy the following requirements: the signatory is a member of Malaysian Institute of Accountants (“MIA”); or if the signatory is not a member of MIA, the signatory has at least 3 years of working experience

and: (i) has passed the examinations specified in Part I of the First Schedule of the Accountants Act 1967; or (ii) is a member of one of the recognised bodies specified in Part II of the First Schedule of the Accountants Act 1967; or

the signatory fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad.

# to be modified accordingly when there is a sole director in the case of a private company

Abbreviations CA Companies Act 2016 5SPI Fifth Schedule, Part 1 of CA LR Listing Requirements of Bursa Malaysia Securities Berhad

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source company no: 99999 ca/lr applicability

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