About the Cover - dbhd.com.my · List of Properties Held by the Group Shareholdings Statistics Shareholdings Statistics - Warrant Notice of Annual General Meeting Statement Accompanying

We believe that a brighter future begins with the right mindset to adapt to changes and challenges around us while being anchored by our core values. “Cultivating a Better Future” for us means always transforming towards growth and opportunity today, for the betterment and advancement of our Company and our nation for tomorrow.

About the Cover

To Become the Preferred Assets and Facilities Management Solutions Provider

Synergising Property and Land Development, Integrated Facilities Management and Project Management Consultancy Services towards

Innovative and Effective Solutions

CORE VALUES

VISION

MISSION

Flexible with Integrity Transparent with Clarity United with Synergy

COMPANY

Corporate InformationCorporate StructureGroup Financial HighlightsAwards and Recognitions 2017Media MilestonesKey HighlightsBoard of Directors’ ProfileKey ManagementKey Managements’ ProfileSubsidiary ManagementGroup Management

CORPORATE GOVERNANCE

Corporate Governance Overview StatementAudit Committee ReportStatement on Risk Management and Internal ControlStatement on Directors’ ResponsibilityRecurrent Related Party TransactionsAdditional Compliance Information

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WHAT’S INSIDE

www.dbhd.com.my

OTHER INFORMATION

List of Properties Held by the GroupShareholdings StatisticsShareholdings Statistics - WarrantNotice of Annual General MeetingStatement Accompanying the Notice of Annual General Meeting

FORM OF PROXY

150152155158163

FINANCIAL STATEMENTS

Directors’ ReportStatement by DirectorsStatutory DeclarationIndependent Auditors’ ReportStatements of Comprehensive IncomeStatements of Financial PositionStatements of Changes in EquityStatements of Cash FlowsNotes to the Financial StatementsSupplementary Information

7680808186

87899294

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CORPORATE STATEMENTS

Chairman’s StatementExecutive Vice Chairman’s MessageGroup Chief Executive Officer’s Statement & Management Discussion and AnalysisSustainability Report

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In everything that we do, we do it with a clear and conscious effort to achieve our vision towards becoming a leading assets and property player and a preferred integrated facilities management provider in Malaysia. As a successfully transformed company, we have streamlined our operations, products and services to ensure exceptional performance and quality results. Strengthening our offerings beyond real estate, we will continue to improve our capabilities and resources, diversify our income streams and focus on innovative technologies to elevate our competitive edge.

Quality

DAMANSARA REALTY BERHAD4

CORPORATE INFORMATION

DATO’ AHMAD ZAHRI BIN JAMILIndependent Non-Executive Chairman

DATO’ DAING A MALEK BIN DAING A RAHAMANExecutive Vice Chairman

ZAINAH BINTI MUSTAFASenior Independent Non-Executive Director

DATO’ MOHD AISOM BIN OMARIndependent Non-Executive Director

GROUP CHIEFEXECUTIVE OFFICER

Ts. BRIAN ISKANDARBIN ZULKARIM

BOARD AUDIT COMMITTEE

ZAINAH BINTI MUSTAFA(Chairman)

HAJI ABDULLAHBIN MD YUSOF

SHAHRIZAMBIN A SHUKOR

BOARD NOMINATION ANDREMUNERATION COMMITTEE

DATO’ MOHD AISOMBIN OMAR(Chairman)

ZAINAH BINTI MUSTAFA

HAJI ABDULLAHBIN MD YUSOF

BOARD RISKMANAGEMENT COMMITTEE

DATO’ MOHD AISOMBIN OMAR(Chairman)

ZAINAH BINTI MUSTAFA

HAJI ABDULLAH BIN MD YUSOF

SHAHRIZAMBIN A SHUKOR

COMPANY SECRETARY

WAN RAZMAHBINTI WAN ABD RAHMAN

(MAICSA 7021383)

REGISTERED OFFICE

Lot 10.3, Level 10Wisma Chase Perdana

Off Jalan SemantanDamansara Heights50490 Kuala Lumpur

T : 03-20812688F : 03-20812690

E : [email protected]

SHARE REGISTRAR

TRICOR INVESTOR &ISSUING HOUSE

SERVICES SDN BHD(11324-H)

Unit 32-01, Level 32, Tower AVertical Business Suite

Avenue 3, Bangsar SouthNo. 8 Jalan Kerinchi59200 Kuala Lumpur

T : 03-27839299F : 03-27839222

E : [email protected]

STOCK EXCHANGE LISTING

Main Market of Bursa MalaysiaSecurities Berhad

AUDITORS

Messrs. Jamal, Amin & Partners(AF 1067)

PRINCIPAL BANKER

CIMB Bank Berhad

WEBSITE ADDRESS

www.dbhd.com.my

Board ofDirectors

DATUK MD OTHMAN BIN HJ YUSOFIndependent Non-Executive Director

HAJI ABDULLAH BIN MD YUSOFIndependent Non-Executive Director

WAN AZMAN BIN ISMAILNon-Independent Non-Executive Director

SHAHRIZAM BIN A SHUKORIndependent Non-Executive Director

ANNUAL REPORT 20175

CORPORATE STRUCTURE

(51%)DHealthcare Centre Sdn Bhd

(90%)M.N. Koll (M) Sdn Bhd

(70%)Healthcare Technical Services Sdn Bhd

(70%)TMR LC Services Sdn Bhd

(75%)HC Duraclean Sdn Bhd

(95%)TMR Urusharta (M) Sdn Bhd

(70%)Kesang Quarry Sdn Bhd

(80%)Damansara Realty (Pahang) Sdn Bhd

(55%)Pedas Quarry Sdn Bhd

(95%)Kesang Kastory Enterprise Sdn Bhd

(100%)Metro Parking (B) Sdn Bhd

(100%)Metro Parking Services (India) Pvt Ltd

(70%)Metro Parking (S) Pte Ltd

(100%)Healthcare International Ltd

(55%)Metro Parking (HK) Limited

(80%)Metro Parking Management (Philippines) Inc

(30%)DAC Properties Sdn Bhd

(45%)Healthcare Technical Services (PNG) Limited

(100%)Damansara Forest Products (Malaysia) Sdn Bhd

(100%)Smart Parking Management Systems Sdn Bhd

(100%)Damansara Realty Management Services Sdn Bhd

(100%)Kesang Leasing Sdn Bhd

(100%)Damansara Realty (Terengganu) Sdn Bhd

(100%)Damansara Realty Construction Sdn Bhd

(100%)JOLS Construction Sdn Bhd

(100%)DAC Land Sdn Bhd

(100%)Metro Equipment Systems (M) Sdn Bhd *

(100%)Damansara Realty (Johor) Sdn Bhd

(100%)Damansara Urban Sdn Bhd

(100%)Kesang Trading Sdn Bhd

(100%)Damansara Realty Management (Timber Operations) Sdn Bhd

(100%)Kesang Equipment Hire Sdn Bhd

(100%)Kesang Industries Sdn Bhd *

(100%)Harta Facilities Management Sdn Bhd

(100%)Metro Parking (Sabah) Sdn Bhd

(100%)Damansara Galaxy Sdn Bhd

(100%)Damansara Realty Properties Sdn Bhd

(100%)Kesang Properties Sdn Bhd

(100%)Damansara Realty Land Sdn Bhd

(100%)Kesang Construction & Engineering Sdn Bhd

(100%)Damansara PMC Services Sdn Bhd(fka DRP Construction Sdn Bhd)

(100%)Metro Parking (M) Sdn Bhd

WHOLLY OWNED SUBSIDIARIES

OVERSEAS SUBSIDIARIES

SUBSIDIARIES

ASSOCIATED COMPANIES

* Under Members’ Voluntary Liquidation

(100%)TMR ACMV Services Sdn Bhd

(100%)TMR Koll Sdn Bhd

(100%)Tebing Aur Sdn Bhd


GROUP FINANCIAL HIGHLIGHTS

2013 2014 2015 2016 2017 RM’000 RM’000 RM’000 RM’000 RM’000

Revenue 188,459 198,614 207,058 183,596 249,742

Profit/(Loss) Before Tax 12,814 (1,288) 2,303 (24,317) 19,128

Profit/(Loss) After Tax 11,313 (4,612) (2,835) (27,734) 17,857

Share Capital 154,685 154,685 154,685 154,685 155,341

Shareholders Fund 128,372 119,112 114,796 87,969 147,403

Group Earnings Per Share (Sen) 3.78 (1.90) (1.40) (8.67) 5.48

Net Asset Per Share (Sen) 42.42 40.92 39.91 30.93 50.17

Share Price (Sen) 25.00 63.00 50.00 35.00 52.00

Total Assets 350,243 349,346 346,313 342,724 316,726

Net Assets 131,248 126,594 123,484 95,703 155,719

Total No. of Shares (‘000) 309,371 309,371 309,371 309,371 310,371

Revenue (RM’000) Profit After Tax (RM’000)

188,459207,058

198,614183,596

249,742

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017

11,313

(4,612)(2,835)

(27,734)

17,857

ANNUAL REPORT 20177

GROUP FINANCIAL HIGHLIGHTS (cont’d)

Shareholders Fund (RM’000)

Net Assets (RM’000)

Net Assets Per Share (Sen)

Profit Before Tax (RM’000)

Earnings Per Share (Sen)

Share Price (Sen)

128,372

131,248

42.42

25.00

63.00

50.00

35.00

52.00

40.92 39.91

30.93

50.17

3.78

(1.90)(1.40)

(8.67)

5.48

126,594 123,484

95,703

155,719

119,11212,814

(1,288)

2,303

(24,317)

19,128

114,796

87,969

147,403

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

2013 2014 2015 2016 2017


AWARDS AND RECOGNITIONS 2017

3 MAY 2017 Focused Recognition Awards from Petronas in conjunction with Pengerang Integrated Complex’s Senior Vice President & Chief Executive Officer Engagement

• HospitalityandFood&BeverageServices

TMR LC Services Sdn Bhd

19 SEPTEMBER 2017

Focused Recognition Awards from Petronas in conjunction with Cultural Beliefs Workshop

• Food&Beverage• Finance• SupplyChain• CampandWelfare• HumanResourceandCompliance• Housekeeping

TMR LC Services Sdn Bhd and HC Duraclean Sdn Bhd

10 OCTOBER 2017

Airport Service Quality – Highest Score Award at KLIA Awards 2016

TMR Urusharta (M) Sdn Bhd

12 OCTOBER 2017

Focused Recognition Awards from Petronas in conjunction with Nurture, Trust and Shared Success from Project Management Team Central Directorate

TMR LC Services Sdn Bhd

ANNUAL REPORT 20179

AWARDS AND RECOGNITIONS 2017 (cont’d)

13 OCTOBER 2017

Staff Reward and Recognition Programme (September) for KLIA and klia2

• BestSupervisor• BestOperative• BestStaff


24 NOVEMBER 2017

Star Property Awards

• TheBestFamily-CentricDevelopment

Damansara Realty (Johor) Sdn Bhd and DAC Properties Sdn Bhd

14 DECEMBER 2017 Staff Reward and Recognition Programme (October and November) for KLIA and klia2

• BestSupervisor• BestOperative



Scanned by CamScanner

MEDIA MILESTONES

ANNUAL REPORT 201711

MEDIA MILESTONES (cont’d)


KEY HIGHLIGHTS

MARCH• EnteredintoaSaleandPurchaseAgreementwith

Country Garden Management Sdn Bhd to jointly develop Central Park in Johor Bahru.

• TheGrandOpeningofCentralParkinJohorBahru.

APRIL• Shareholdersapprovedthedevelopmentofa53acres

of land at Central Park in Johor Bahru.

• LaunchedDamansaraHills1inKuantan,Pahang.

MAY• HealthcareTechnicalServicesSdnBhd(“HTS”)

entered into a Joint Venture Agreement with Axventure Sdn Bhd as the Project Management Consultant for the construction of new 400-bed teaching hospital for UniversitiTeknologiMara(“UiTM”)inPuncakAlam,Selangor.

• HCDuracleanSdnBhd(“HCD”)securedacontractwith AeroDarat Services Sdn Bhd for aircraft interior cleaning works at Senai International Airport with estimated revenue of RM1.08 million for a period of

36 months.

JUNE• TMRUrusharta(M)SdnBhd(“TMR”)secured

a RM26.21 million contract to provide security management services for Petronas RAPID project in Pengerang, Johor.

JULY• AppointmentofO&CResourcesBerhad(“OCR”)as

a turnkey contractor for 11.9-acre Projek Perumahan Awam 1 Malaysia (PPA1M) in Precint 5, Putrajaya.

• RayaOpenHouseatDamansaraHills1,Kuantan.

AUGUST• MetroParking(S)PteLtdsecuredanewcontract

worth RM57 million with Singapore Sports Council (SSC) to provide parking management services at SSC facilities.

• HTSsecuredtwocontractswithNadayuforconsultancy services with consultancy fees worth of RM2.2 million for Melawati Specialist Hospital and Melawati Ambulatory Care Centre.

The Grand Opening and Launching Ceremony of Central Park in

Johor Bahru.

The Official Launch of Damansara Hills 1, Kuantan, Pahang.

Raya Open House at Damansara Hills, Kuantan.


KEY HIGHLIGHTS (cont’d)

SEPTEMBER• TMRsecuredaRM5millioncontractrenewalfrom

TelekomMalaysiaBerhad(“TM”)forintegratedfacility management services at five (5) TM building complexes.

OCTOBER• ReceivedapprovalforRedeemableConvertibleNotes

(“RCN”)andBonusWarrantfromBursaMalaysiaSecurities Berhad.

• MetroParking(M)SdnBhd(“MPM”)securedanewcontract worth RM2.2 million with Mass Rapid Transit CorporationSdnBhd(“MRT”)fortheprovisionofmanagement services at eight (8) MRT stations within Klang Valley.

NOVEMBER• DBHD’sExtraordinaryGeneralMeeting(“EGM”)2017.

• MPMsecuredanewcontractworthRM1.1millionwithMalayanBankingBerhad(“Maybank”)forthe provision of management services at Dataran Maybank, Etiqa Twins and Akademi Etiqa buildings.

• HTSsecuredtwo(2)consultancyservicescontractswith Nadayu with consultancy fees worth of RM2.2 million for Subang Murni Specialist Hospital and Subang Murni Ambulatory Care Centre.

• ReceivedtheEconomicPlanningUnit’s(“EPU”)approval for a land acquisition and completed the acquisition of 63.1 acres of land for RM130.3 million fromJohorCorporation(“JCorp”).

DECEMBER• CSRengagementatMasjidThoriqIbnuZiad,

Pengerang, Johor Bahru.

• MPMsecuredanewcontractworthRM3.6millionforcar park operator services at Bangunan Setia, Bukit Damansara.

CSR engagement at Masjid Thoriq Ibnu Ziad, Pengerang,Johor Bahru.

HC Duraclean Sdn Bhd 20th Years Anniversary.

Appointment of OCR Resources Berhad as a tunkey contractor for PPA1M project in Precint 5, Putrajaya.


BOARD OF DIRECTORS’ PROFILE

From 1982 to 1986, he was the Private Secretary to the Menteri Besar of Johor and subsequently became the Political Secretary at the Prime Minister’s Department from 1986 to 1987. He was also the State Assemblyman of Sri Medan and Parit Sulong, in Batu Pahat, Johor from 1999 to 2013.

Directorship :Listed Companies : NilOther Public Companies : Nil

Interest in the Company :He holds 20,000 units of ordinary shares in DBHD. Other than as disclosed, he does not have any family relationship with any Director and / or major shareholder of DBHD.

Attendance at Board Meetings : He attended all five (5) Board Meetings held in the financial yearended31December2017(“FY2017”).

Convictions for Offences within Past Five (5) Years : Nil

DATO’ AHMAD ZAHRI BIN JAMILIndependent Non-Executive Chairman

Age / Gender : 69 / Male

Nationality : Malaysian

Academic / Professional Qualification :Bachelor of Arts (History), University of Malaya

Date of Appointment / Working Experience : Dato’ Ahmad Zahri was appointed to the Board ofDamansara Realty Berhad (“DBHD”) as an IndependentNon-Executive Chairman on 22 August 2014. He served as a Director of Yayasan Pelajaran Johor from 2004 to 2013 and was a Director of JCorp from 2009 to 2013. He was the Chairman of the Executive Committee for Housing, Local Government and Public Amenities of the State of Johor from 2008 to 2013.


BOARD OF DIRECTORS’ PROFILE (cont’d)

DATO’ DAING A MALEK BIN DAING A RAHAMANExecutive Vice Chairman

• Chairman of Tender Board Committee

Age / Gender : 62 / MaleNationality : Malaysian

Academic / Professional Qualification :Bachelor of Surveying (Property Management), University Technology Malaysia

Date of Appointment / Working Experience : Dato’ Daing A Malek was appointed to the Board of DBHD on 26 May 2014. He possesses more than 30 years of business experience, namely, in real estate, property development, construction and material supplies.

He is a director in many other private companies, which businesses include logistics, reclamation works, port services and management, advisory and consultancy for the development and management of BLT (build, lease and transfer) projects and government-related projects. He is also a Member of the Johor Council of Royal Court.


Interest in the Company :He holds indirect interest of 51% equity shareholding in the Group through Seaview Holdings Sdn. Bhd. Other than as disclosed, he does not have any family relationship with any Director and / or major shareholder of DBHD.

Attendance at Board Meetings : He attended four (4) out of five (5) Board Meetings held in the FY2017.




ZAINAH BINTI MUSTAFASenior Independent Non-Executive Director

• Chairman of Board Audit Committee• Member of Board Risk Management Committee• Member of Board Nomination and Remuneration Committee

Age / Gender : 63 / FemaleNationality : Malaysian

Academic / Professional Qualification :Fellow Member of the Association of Chartered Certified Accountants, United Kingdom

Date of Appointment / Working Experience : ZainahwasappointedtotheBoardofDBHDon17April2003. She started her career as an Assistant Senior Auditor in Perbadanan Nasional Berhad in 1977. She joined JCorp in October 1978 and rose through the ranks to Group Chief Financial Officer before retiring on 31 October 2002.

Directorship :Listed Companies : KPJ Healthcare BerhadOther Public Companies : Nil

Interest in the Company : Nil

Attendance at Board Meetings : She attended all five (5) Board Meetings held in the FY2017.




DATO’ MOHD AISOM BIN OMARIndependent Non-Executive Director

• Chairman of Board Risk Management Committee• Chairman of Board Nomination and Remuneration Committee



Academic / Professional Qualification :Bachelor of Law (LLB Hons), University Malaya

Date of Appointment / Working Experience : Dato’ Mohd Aisom was appointed to the Board of DBHD on 15 December 2015. He was a Legal Assistant at Messrs Tahir & Salleh in Johor Bahru during a one-year stint in 1983. In 1984, he ventured into the corporate world to join Sri Tenaga Perunding Sdn. Bhd. as their General Manager, Corporate and Legal Affairs. He later joined Astaka Group of Companies as their Group General Manager, Legal Affairs.

In pursuit of his passion in legal practice, he joined Messrs ZamaniIbrahim,Tarmizan&Co.asaPartnerinJune2004.In 2005, he set up his own legal practice through Messrs Omar Ismail & Co, which is now known as Messrs Omar Ismail,Hazman&Co.



Attendance at Board Meetings : He attended all five (5) Board Meetings held in the FY2017.




DATUK MD OTHMAN BIN HAJI YUSOFIndependent Non-Executive Director



Academic / Professional Qualification :Diploma in Business & Management

Date of Appointment / Working Experience : Datuk Md Othman was appointed to the Board of DBHD on 15 December 2015. He is a businessman with over 31 years of experience in various industries. He is currently the Executive Director of Country Garden Pacificview Sdn. Bhd. since 2013.

In 2008, he was elected as the Assemblyman for Kukup, Tanjung Piai, Johor. During his term of service, he had contributed enormously to improve the well-being of the people within his constituent.



Attendance at Board Meetings : He attended three (3) out of five (5) Board Meetings held in the FY2017.




HAJI ABDULLAH BIN MD YUSOFIndependent Non-Executive Director

• Member of Board Audit Committee• Member of Board Nomination and Remuneration Committee• Member of Board Risk Management Committee• Member of Tender Board Committee


Academic / Professional Qualification :Bachelor of Arts in History (Hons), University Malaya

Date of Appointment / Working Experience : Haji Abdullah was appointed to the Board of DBHD on 6 June 2014. He is the Chairman of Polytax and Accounting Services Sdn. Bhd., a company which provides Company Secretarial and Business Consultancy services since 2004. From 2007 to 2014, he served as a member of Majlis Bandaraya, Johor Bahru and in 2016 was reappointed as a member until 2018. He is also a member of the Jawatankuasa Majlis Usahawan and Koperasi Negeri Johor since 2005.

Since 2011, he has also served the community as Ketua Penerangan Majlis / Vice President Gabungan NGO Melayu Negeri Johor (GABUNG) and as YDP Persatuan Penjaja, Peniaga dan Pengusaha Industri Kecil Melayu, Johor Bahru since 2002. He was also the EXCO Pemuda UMNO Malaysia and Ketua Pemuda UMNO Bahagian Pulai from 2004 to 2008.







WAN AZMAN BIN ISMAILNon-Independent Non-Executive Director


Academic / Professional Qualification :Bachelor of Arts in Accounting and Financial Analysis (Hons), University of Newcastle upon Tyne, United Kingdom

Date of Appointment / Working Experience : Wan Azman was appointed to the Board of DBHD on 6 June 2014. He started his career under the Corporate Finance Division of Perwira Affin Merchant Bank Berhad from September 1990 to March 1996. He later joined the Corporate Finance Division of Bank Simpanan Nasional Merchant Bank Berhad from March 1999 to July 1999.

He joined JCorp Group in September 1999 to December 2000 and later joined DBHD in January 2001. He was appointed as the Managing Director of DBHD on 1 February 2011 and thereafter redesignated as Director. Later, in June 2014, he joined JCorp as Vice President and subsequently resigned on 15 February 2017. He is currently the Chief Executive Officer and Executive Director of Damansara REIT Managers Sdn. Bhd.







SHAHRIZAM BIN A SHUKORIndependent Non-Executive Director

• Member of Board Audit Committee• Member of Board Risk Management Committee


Academic / Professional Qualification :• Bachelor of Accountancy (Hons), University Putra

Malaysia• Member of the Malaysian Institute of Accountants

(“MIA”)• Associate member of Certified Practising

Accountants Australia

Date of Appointment / Working Experience : Shahrizamwas appointed to theBoard ofDBHDon 15December 2015. He started his career at Coopers & Lybrandin1996andthenjoinedAzman,WongSalleh&Co.until 2002 in the areas of auditing and financial advisory.

He then set up his own financial advisory firm, known as Westland Consulting Sdn. Bhd. Currently he is the Chief Financial Officer of TH Travel & Services Sdn. Bhd., a wholly-owned subsidiary of Lembaga Tabung Haji.



Attendance at Board Meetings : He attended four (4) out of five (5) Board Meetings held in the FY2017.



KEY MANAGEMENT

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Ts. BRIAN ISKANDAR BIN ZULKARIMGroup ChiefExecutive Officer

ZAIN AZRAI BIN ZAINUDDINGroup Chief Financial Officer

Ir. Ts. YAHAYA BIN HASSANGroup ChiefOperating Officer

WAN RAZMAH BINTI WAN ABD RAHMANCompany Secretary and Head of Group Marketing Communications

SYED ZULKIFLI BIN SYED ISMAILGeneral Manager ofPlanning and Corporate Services

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KEY MANAGEMENTS’ PROFILE

Date of Appointment / Working Experience :

Ts. Brian Iskandar was appointed as Group Chief Executive Officer of DBHD on 1 September 2016. Previously, he was the General Manager, Transformation ManagementofMalaysiaAirportsHoldingsBerhad(“MAHB”).

He started his professional career in 1997 as a Maintenance and Consultant Engineer in the USA.

His experience and expertise cover areas of Corporate Planning & Transformation, Assets & Facilities Management, Overseas Investments & International Business, Airport Planning & Operations, Corporate Restructuring and Project Management.

Prior to that, from September 2011 to September 2015, he was the Chief Executive Officer (“CEO”) of MAHB’s facilities management subsidiary, Urusan TeknologiWawasan Sdn. Bhd. (“UTW”). During his tenure as theCEO,UTW transformedfromalossEarningsBeforeInterest,Tax,DepreciationandAmortisation(“EBITDA”)position to become one of the most profitable facilities management companies in Malaysia and ranked top three in the country’s industry market share, with CompoundAnnualGrowthRate(“CAGR”)of217%from2011to2015.

From 2009 to 2011, he served as General Manager (Overseas Ventures) for MAHB and was responsible for monitoring the management of MAHB’s international airport investments in India, Maldives and Turkey; in addition to spearheading and participating in airport acquisition bids around the world.

He has also served as CEO of a multimodal international logistics company prior to joining MAHB in 2009. Before that, he served as Regional Director (Asia) for an international company specialising in homeland security equipment and drug detection and identification systems.

In December 2017, he received the professional certification from the MBOT, as a Professional Technologist which carries the title ‘Ts.’.




Ts. BRIAN ISKANDAR BIN ZULKARIMGroup Chief Executive Officer

• MemberofTenderBoardCommittee



Academic / Professional Qualification : • BachelorofScienceDegree

in Mechanical Engineering• MastersDegreeinBusiness

Administration.• ProfessionalTechnologist

(“Ts.”),fromtheMalaysianBoard of Technologists (“MBOT”)

1


KEY MANAGEMENTS’ PROFILE (cont’d)


ZainAzraiwasappointedasGroupChiefFinancialOfficerofDBHDon1September2016. He has over 22 years of experience in auditing, consultancy and finance.

Prior to joining DBHD, he was appointed as Vice President of the Finance DepartmentofUDAHoldingsBerhad (“UDA”)andwas laterpromoted toSeniorVice President leading UDA’s Group Finance in 2015.

He began his career in 1995with Deloitte KassimChan (“DKC”),Malaysia andDeloitte & Touche, New Jersey, USA. In 2007, he joined Pricewaterhouse Corporation Advisory Services Sdn. Bhd. in Transaction Services department specialising in merger and acquisition.

Directorship :Listed Companies : NilOther Public Listed Companies : Nil



ZAIN AZRAI BIN ZAINUDDINGroup Chief Financial Officer



Academic / Professional Qualification : • BachelorofBusiness

(Accounting), Monash University, Melbourne

• MemberofCertifiedPractising Accountant Australia and the Malaysian Institute of Accountants

3Date of Appointment / Working Experience :

Ir. Ts. Yahaya was appointed as the Group Chief Operating Officer of DBHD on 1 December 2017. His career started as a Civil Engineer with JCorp in 1980 and due to his excellent service and contribution, he was promoted to Manager in the Technical Department of JCorp. He later progressed to become the Deputy General Manager of Total Project Management Sdn. Bhd. a subsidiary of JCorp in 1991. In Total Project Management Sdn. Bhd., he was responsible to manage all of JCorp construction and development projects. In 1992, he was promoted as General Manager of Total Project Management Sdn. Bhd. He was involved in the development of Ampang Puteri Specialist Hospital and Damansara Specialist Hospital from 1993 until the hospital was completed in 1995 and 1997 respectively.

In 1995, he was transferred to Johor Technopark Sdn. Bhd. another subsidiary of JCorp and he was offered to join KPJ Healthcare Berhad in 1997 as Chief Operating Officer to overlook the new development, hospital refurbishment, the facilities management and biomedical equipment management of all the 20 KPJ hospitals.

With his vast experience in construction, project management & facilities management, and biomedical engineering planning & management, he was promoted to Senior Group General Manager of KPJ in 2002 to manage the strategic planning, development, marketing, human resource and training for the company.

In 2003, KPJ entrusted him to lead HTS as Managing Director. As the subsidiary and technical arm of KPJ Healthcare Berhad, HTS is responsible for the design, planning, project management, facilities management and biomedical engineering planning & management for KPJ Healthcare Berhad.

Ir. Ts. YAHAYABIN HASSANGroup ChiefOperating Officer



Academic / Professional Qualification : • BachelorofScience

(Majoring in Civil Engineering), University of Nottingham, UK

• MasterinEngineeringBusiness Management, University of Warwick, UK

• MemberoftheInstituteofEngineers, Malaysia

• RegisteredProfessionalEngineer, Board of Engineers, Malaysia

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4

He is currently a Committee Member of the Surveyor’s Committee of the Malaysian Society for Quality in Health which is solely responsible for accrediting all hospitals in Malaysia and a leading surveyor of MSQH for engineering and environment services since 2001. Ir. Ts. Yahaya was appointed as the Green Building facilitator from the Green Building Index since 2011.

He is also a Member of the Industrial Advisory Panel for Faculty of Biosciences and Medical Engineering from Universiti Teknologi Malaysia since 2009 and a Registered Electrical Energy Manager of Suruhanjaya Tenaga since 2014. He is also a Member of the Kuala Lumpur Malay Chamber of Commerce since 2016.

In December 2017, he received the professional certification from the MBOT, as a Professional Technologist which carries the title ‘Ts.’.





SyedZulkifliwasappointedasGeneralManagerPlanning&CorporateServicesofDBHD on 1 October 2017. He joined DBHD as Senior Manager, Corporate Planning & Transformation, in September 2016 where he played an instrumental role towards the successful development of the Group’s Strategic Restructuring Plan which consists of root cause analysis, business DNA analysis, key transformation drivers as well as development of over 50 granular level action plans and initiatives designed to turnaround DBHD to profitability.

Prior to joining DBHD, he was a Manager in the Transformation Management Office, MAHB since 2015 following his promotion from his previous position of Senior Executive, Planning & Development, MAHB from 2012.

He began his career in MAHB when he joined as an Executive, Planning & Development, in 2010.




SYED ZULKIFLIBIN SYED ISMAILGeneral Manager,Planning and Corporate Services



Academic / Professional Qualification : • BachelorofEconomics,

Universiti Malaysia Terengganu

• Master’sDegreeinBusinessStudies/Administration/Management, Universiti Teknologi Mara

Academic / Professional Qualification (cont’d) : • RegisteredElectricalEnergy

Manager by SJT• RegisteredGreenBuilding

Facilitator of Green Building Index

• ProfessionalTechnologist(“Ts.”),fromtheMalaysianBoard of Technologists (“MBOT”)



5Date of Appointment / Working Experience :

WanRazmahwasappointedasCompanySecretaryofDBHDon15March2017.

Her career in a public listed company began in 1996 when she joined Amcorp Properties Berhad as an Assistant Company Secretary and later joined Idaman Unggul Berhad as the Company Secretary and Head of Human Resources. In 2014, she joined MAHB as Senior Manager, Company Secretarial Division and thereafter in 2016, as the Corporate Affairs Manager at Tune Group Sdn Bhd.




WAN RAZMAH BINTI WAN ABD RAHMANCompany Secretary and Head of Group Marketing Communications

Age / Gender : 49 / Female


Academic / Professional Qualification : • CharteredSecretary

of the Institute of Chartered Secretaries and Administrators (ICSA) UK

• MemberoftheMalaysianInstitute of Chartered Secretaries and Administrators (MAICSA)


SUBSIDIARY MANAGEMENT

RUSHDANBIN RAMLIManaging Director of Healthcare Technical Services Sdn Bhd

ABD JALILBIN PANDIManaging Director of Metro Parking(M) Sdn Bhd

SHAMSUL BIN MOHD SALLEHManaging Director of TMR Urusharta (M) Sdn Bhd

HAJI AZHARI BIN ABDUL HAMIDManaging Director of HC Duraclean Sdn Bhd


GROUP MANAGEMENT

SUHANA BINTI MOHKTAR

Head ofGroup Legal

OMAR BIN OSMANHead of Group

Corporate Finance

KAMAROLZAMAN BIN ABU BAKARHead of Information Technology and Administration

OSNAINI BINTI

OSMANHead of Group

Accounting and Finance

SAFIAH BINTI ADNAN

Head of Group Human Resource

LOKMANHAKIM BIN ZUBIRHead of Group Procurement and Contract

ZALINABINTI MAATHead ofGroupTreasury

JUFNI BINMOHD JAMILHead of Property and Land Division

MOHD AFIQ FARHAN BIN MD HANIFHead of Group

Corporate Planning & Transformation

AZULLAIHA BINTI

ABDULLAHHead of

GroupInternal Audit

DAENG FATIN ZULAIKA BINTI

A MALEKHead of Group

Special Projects

Our steadfast leadership is anchored on the principles of ethics and excellence, upholding integrity as the main driver in our long-term aspirations for continued growth momentum and advancement of our people, customers, stakeholders, and the nation as a whole.

Integrity


CHAIRMAN’S STATEMENT

DEAR SHAREHOLDERS,

On behalf of the Board of Directors, it is my privilege to present to you the Annual Report and the Audited Financial Statements for DBHD for the financial year 2017.

‘‘ ‘‘

DATO’ AHMAD ZAHRI BIN JAMIL Independent Non-Executive Chairman


CHAIRMAN’S STATEMENT (cont’d)

The year 2017 has been a monumental year for all of us at DBHD. We contended not only with a challenging economic environment, but also with putting in transformative initiatives to revitalise the company. In late 2016, we formulated a StrategicRestructuringPlan(“SRP”)thatwasaimedatreversingtheGroup’slosspositionandmovetowardsprofitability.The initiatives identified under the SRP were implemented and executed throughout the year in review and we are pleased to report that we have successfully turned the Group around from a loss position. We are firmly on the road to corporate recovery and profitability, having registered good growth in our Group performance.

Our overall operations have returned to the black as early as second quarter of 2017, delivering double-digit revenue growthcontributedfromourkeybusinesssegments,namely,PropertyandLandDevelopment(“PLD”),IntegratedFacilityManagement (“IFM”) andProjectManagement andConsultancy (“PMC”).Our efforts have contributed toRM249.74million in revenue, an increase of 36% as compared to RM183.60 million recorded in 2016. We have also registered profit after tax of RM17.86 million in 2017, a significant change in our position from a loss of RM27.73 million in 2016. This has put us resolutely on the path back to profitability, after three challenging years.

This noteworthy progress on our performance has been made possible by a group of extraordinary people who helm and makeuptheteamatDBHD,ledbytheGroupChiefExecutiveOfficer,Ts.BrianIskandarbinZulkarim.Theirsteadfastcommitment and focus towards implementing the SRP have seen the Group turn the corner sooner than expected.

While the economic and market conditions in 2018 will continue to be challenging, we enter the year on a better footing, having solidified our financial position. We believe there is good demand for facilities management and as such, we will focus on driving growth in the IFM segment. We are cognisant of the muted environment of the property market and will keep a close eye on how the market unfolds over the year. Against this background, we will continue with development work on selected property projects in 2018, while expanding the scope of our project management consultancy further.

I would like to record my gratitude to my fellow Board Directors for their strong support and strategic counsel. The Board joins me in thanking the employees of DBHD who had performed their roles with dedication and a high level of competence to deliver service excellence to our customers. With the guidance of a strong management team and the commitment of our employees, we believe that we are in a position of strength to forge ahead with a solid platform of offerings to our clients and deliver results to our stakeholders.

Our deepest appreciation goes to our clients and our shareholders for their steadfast belief and support in us. We remain committed to increasing the value of your equity.

Thank you.

DATO’ AHMAD ZAHRI BIN JAMILChairman


EXECUTIVE VICE CHAIRMAN’S MESSAGE

The year in review has been an exceptionally busy year for us at DBHD, in part due to the stringent implementation of the initiatives identified in the Strategic Restructuring Plan that we introduced in late 2016, which continued into 2017. We restructured our business segments to be more reflective of our inherent strengths. This included integrating our non-property operations into our Integrated Facilities Management fold; expanding our Project Management and Consultancy services to support the Group’s Property and Land Development projects; and reviving our property portfolio.

DATO’ DAINGA MALEK BIN DAING

A RAHAMANExecutive

Vice Chairman

‘‘

‘‘


EXECUTIVE VICE CHAIRMAN’S MESSAGE (cont’d)

Hand-in-hand in restructuring the business segments through the SRP, we also embraced a performance driven culture that was propelledthroughstrategicKeyPerformanceIndicators(“KPI”)withgoals aligned to performance excellence. I am proud that all the initiatives that we have implemented from the SRP have seen DBHD moved into a new era of aligned growth and profitability.

For the year in review, DBHD’s core business segments namely PLD, IFM and PMC recorded increased revenue contributions resulting in a pre-tax profit of RM19.13 million against a pre-tax loss of RM24.32 million recorded previously in 2016.

Our efforts on the property front have also charted good progress as we launched our iconic development Central Park in partnership with international developer Country Garden, of which we own a 30% stake, for an integrated township in Johor. This is in addition to the other projects that we are currently developing, such as Damansara Hills 1 in Kuantan, Pahang, Aliff Square in Tampoi, Johor as well as the Government Housing Project in Putrajaya.

Synergising the strengths of our facilities management across our subsidiaries saw the Group providing clients with a more value-enhanced services. Our enhanced position has seen us clinching a premium client base from Petronas, Telekom Malaysia, Maybank and Etiqa among others. This has seen the IFM segment performed significantly better than last year, growing over 31% in revenue.

On the project management consultancy front, we leveraged our expertise in construction management, which added value to our existing planning and development service offerings for healthcare institutions. We posted revenue of RM11.25 million from this segment, an increase of 12% from the previous year. Moving forward, we will be looking at broadening our services beyond healthcare industry.

Our turnaround efforts as outlined under the SRP, as well as the completion of an agreement for 63.1 acres of land in Johor following the approval received from the relevant authority; have allowed us to reverse our standing from being in a net current liability position of RM154.66 million to a net current asset position of RM2.57 million by fourth quarter of 2017.

To keep the momentum of growth, we have made progress in our plans to raise up to RM150 million by issuing redeemable convertible notes with bonus issue of warrants, most of which will be used to develop our property related projects such as the Central Park development in Johor. The funds raised through this corporate exercise will allow us to expand our capital base and strengthen our balance sheet further.

Given the significant headway that we have made in just a little over a year through the implementation of our turnaround plans, DBHD is now in a position of strength to capitalise on the opportunities ahead for a better 2018. The economic outlook for Malaysia is expected to be better, with a revised forecast for economic growth at 5% to 6%. We are confident of benefiting from the various opportunities that this environment will offer. However, we remain cautiously optimistic of the property market. While overall consumer sentiments have improved, the property market environment will continue to be challenging.

According to industry reports, the facilities management market in Malaysia is projected to grow at an annual compounded growth rate (“CAGR”) of 8.58% from 2015 to 2020. As more companies lookto outsource their non-core services, it bodes well for us although

competition in this space increases as well. Moving forward, we will look at strengthening our position further to become the Preferred Assets and Integrated Facilities Provider through expanding our breadth and depth of complementary services and deepening our presence in the region.

As a lever to complement our specialty in property development, we will be looking at leveraging on this strength to broaden the scope of our services under the PMC segment. As the outlook for the year improves, we foresee more PMC related projects picking up and we will be in the right position to capitalise on sound technical knowledge and expertise that we have in the construction development industry to offer our clients feasible and innovative solutions.

We believe that with our aligned strengths and capabilities as set out in our transformation plans, we will be able to strive forward in 2018 from an advantageous position. On behalf of the Board of Directors, I wish to express my sincere appreciation to our shareholders, our regulators, our business partners and our customers for their continued support and confidence in us. My appreciation also goes to the exceptional group of people of DBHD for their dedication.

DATO’ DAING A MALEKBIN DAING A RAHAMANExecutive Vice Chairman


GROUP CHIEF EXECUTIVE OFFICER’S STATEMENT &MANAGEMENT DISCUSSION AND ANALYSIS

The year 2017 has been marked by transformative efforts based on an immediate term strategy to return the Group to profitability, while building on a long-term strategy to enhance our diverse range of services.

Ts. BRIAN ISKANDARBIN ZULKARIM

Group ChiefExecutive Officer

‘‘ ‘‘


GROUP CHIEF EXECUTIVE OFFICER’S STATEMENT &MANAGEMENT DISCUSSION AND ANALYSIS (cont’d)

I am pleased to say that these efforts have borne positive results for us, chalking up increased revenue from the three core business segments for the year in review. Together with prudent cost management measures, DBHD has, for the first time in over three years, shown a good trajectory towards profitability. This achievement will act as a pivotal mark of how the Group will be moving forward from here on.

Overview of Group’s Business and Operations

DBHD is an investment holding company established in 1960 and has been listed on the Main Board of Bursa Malaysia since 1973. The DBHD’s core areas of specialty are in providing our customers with innovative solutions through our PLD, IFM and PMC segments.

We built our presence in the market as a renowned property developer and assets management company and have since strengthened our offerings in the three core business segments as identified. The Group has international presence including Singapore, Philippines and Papua New Guinea.

Strategic Restructuring Plan to Drive Transformative Change

In September 2016, the Group conducted a full assessment of where the Company stood and what needed to be done to steer it into profitability. The Group had experienced losses for the last three years since 2014. Arising from the review in November 2016, SRP was introduced with the aim of achieving corporate recovery and enhancing governance practices, ultimately returning the Group to the black.

As such, the year 2017 was marked by the transformative initiatives that were outlined in the SRP. Apart from reversing the loss position that the Group had been in, the SRP intended to ensure that the business segments operated with lower economies of scale and had clear competitive advantages to build a stronger value proposition. The SRP also aimed to drive better financial and operational

control with heightened corporate governance practices and improved internal processes across the Group to eliminate overlaps.

Arising from our assessment, we looked at synergising our three core business segments to serve a more cohesive and customised valued proposition to our clients.

Notably, on the IFM segment, we streamlined and integrated our non-property operations under one umbrella so that we would be in a good position to capture the increasing demand from clients who are looking to deal with a single service provider. The integration of TMR Urusharta (M) Sdn Bhd (engineering facilities management services), HC Duraclean Sdn Bhd (cleaning services), and Metro Parking (M) Sdn Bhd (car park management) served to provide our IFM clients with a stronger set of outsourced services. We were able to tap on the various strengths of our subsidiaries to offer clients a consolidated suite of relevant

services that suited their requirements from a single service provider, instead of from separate subsidiaries as was previously done.

The integration of TMR, MPM and HCD served to provide our IFM clients with a stronger set of outsourced services. We were able to tap on the various strengths of our subsidiaries to offer clients a consolidated suite of relevant services that meet their requirements from a single service provider, instead of from separate subsidiaries as was previously done.

PROJECT MANAGEMENT CONSULTANCY

•ConstructionManagement•HospitalPlanning

PROPERTIES AND LAND DEVELOPMENT

DAMANSARAREALTY

(PAHANG)SDN BHD

DAMANSARAREALTY(JOHOR)SDN BHD

DAMANSARA PMC SERVICESSDN BHD

HEALTHCARETECHNICALSERVICESSDN BHD

INTEGRATED FACILITY MANAGEMENT

TMR URUSHARTA(M) SDN BHD

METRO PARKING(M) SDN BHD

HC DURACLEANSDN BHD

•MaintenanceandOperations•CleaningandSecurity•ParkingandLogisticServices•MedicalFacilityServices•HotelandCabinManagement•F&BandCatering•Landscaping

•CentralPark•AliffSquare1and2•DamansaraHills1•PPA1M



This integration of our subsidiaries has also provided us with fresh opportunities to embark on complementary services in new business sectors such as security, cabin management, waste management as well as food and beverage management. This has seen the Group developing a more diverse stream of income.

We looked at streamlining our PLD portfolio with the aim of focusing on projects that have clear visibility of improving margins,cashflowandbottomlineperformance.

Based on our expansive knowledge and specialty in real estate, we applied this synergistic approach to combine our expertise in project management with our experience in property development to provide holistic consultancy in the PMC segment, particularly, in healthcare and hospital design and development.

Through this approach as outlined in the SRP, we aimed to position ourselves as a solutions provider who can create value for our clients by complementing their broader business goals. Given the increasingly interconnected marketplace in which many of our clients compete, our own capacity to deliver such comprehensive solutions is an important proposition to our business model.

We have also implemented Group-wide alignment to governance and compliance processes for greater efficiency. This includesintroducingaGroupApprovalLimitofAuthority(“GALOA”),whichwasfirstimplementedinOctober2016withfurther improvements made throughout 2017. The GALOA aims to standardise and improve internal controls across the Group.

We also implemented centralised services which enable us to improve operational efficiencies across all our subsidiaries as well as reducing administrative costs. These shared services include finance, procurement, human resources, communications and legal.

Operational excellence and high performance were the guiding principles of the SRP. Overall, I am pleased to say that the Group is in better shape now than it was. We are leaner, better focused on what we stand for as a company, and more geared towards adopting a performance mindset. This transformation has seen us increase our revenues, gross profit and operating profits commendably.

Group Financial Performance Review

On the economic front, it was a challenging year due to the dampened global economy. InMalaysia, core inflationremained stable due to lower domestic fuel prices, which in turn was a boost for stronger household consumption. This mixed view continued to place pressure on corporate performances resulting in stringent budget managements from clients that has had an impact on companies such as DBHD. Despite a challenging economic environment that outlined 2017, our strict adherence to the SRP saw the Group achieved commendable financial results.

Our revenue for the year increased by 36% to RM249.74 million as compared to RM183.60 million in 2016. This was driven predominantly by the higher revenue contributions from new contracts secured under the IFM segment (RM52.53 million), as well as increased contribution from sales from the property and land development segment (RM13.03 million).

We posted improved EBITDA as early as the first quarter of 2017, where it quadrupled from a loss of RM7.45 million in 2016 to RM27.26 million for the year in review.

The Group recorded a profit after tax of RM17.86 million for the financial year ended 31 December 2017, which is an increase of 164% as compared to the net loss of RM27.73 million in 2016. Profit for the year was driven mainly by the IFM segment, followed by the PLD segment and PMC.

The IFM segment was the key revenue driver for the Group, contributing RM221.86 million, an increase of 31% as compared to the previous year in review. EBITDA rose to RM18.63 million, a substantial increase of RM13.30 million as compared to RM0.33 million in 2016. Key contribution to this growth was the increased number and value of new contracts that the IFM segment clinched during the year.

Similarly, revenue from the PLD segment increased threefold to RM20.06 million as compared to RM7.04 million in 2016. This was due to the increased contribution from higher sales of property units from the Damansara Hills 1 development in Pahang and Aliff Square 2 in Johor. EBITDA for this segment grew considerably by 272% to RM13.82 million.


The PMC segment also charted higher revenue of RM11.24 million, which is a 12% increase from RM10.05 million in the previous year. However, EBITDA for this segment declined by 64% to RM0.64 million in 2017 as there were no construction projects undertaken for the year in review as compared to 2016.

Cost of sales increased by 18% to RM194.44 million in 2017 as compared to RM164.28 million in 2016 due to higher cost of materials and labour requirements as a result of the increased number of projects secured in 2017.

The total expenses for the year in review increased by 17% to RM259.60 million as compared to RM222.71 million in 2016 arising from expenses incurred from securing new contracts, mainly from the IFM segments namely for the Management ofPengerangIntegratedComplexExecutiveVillage(“PICEV”),SecurityManagementServicesandSmallMedicalFacilityContracts at RAPID Pengerang, Johor. This is expected as the nature of our business, especially in IFM and property development, requires an initial outlay of investment before revenue can be recognised.

As of 31 December 2017, the Group reversed its net current liabilities position from RM154.66 million to a net current assets position of RM2.57 million. This reversal arose predominantly after securing the approval from the relevant authorities to settle the completion of purchase and land swap for 63.1 acres of land in Johor with JCorp, the Johor state investment arm. We completed the RM130.30 million worth land acquisition through our associate company DAC Properties Sdn. Bhd. The land, which is in Tebrau, Johor Bahru, is being developed in partnership with Country Garden.

Consequently, we reduced our finance cost by 87% to RM1.34 million in 2017 from RM9.96 million in 2016. This was due to the absence of finance cost from unwinding of amount due to Johor City Development Sdn. Bhd.

Additionally, the Company also secured shareholders’ approval to raise up to RM150 million via RCN with additional Bonus Warrants. This will allow the Group to raise approximately RM239 million funds, which will be used as working capital primarily for the property segment, as well as potentially used to increase the Company’s trading liquidity.


Property and Land Development Integrated Facility Management Project Management Consultancy

•5%•8%

•87%

•3%

•42%

55%•

Revenue 2017 EBITDA 2017

Turnaround from Net Currrent Liabilities to Net Current Assets FYE 31 December 2017

FYE 2016 FYE 2017

- RM154.66million

Net CurrentLiabilities

+ RM2.57million

Net CurrentAssets


Cashless System MaintenanceConsultancy

Food Manufacturing

Food Manufacturing

Security Services

LandscapingWorks

Waste Management

VIP & BanquetManagement

Transport Logistics

Small Medical Facility

CateringManagement

Event Management

Segmental Review

Integrated Facilities Management (IFM)

The three subsidiaries that make up the IFM business segment are TMR, HCD and MPM. Together, these subsidiaries offer IFM related services that include planning, development, maintenance, operations, car park solutions and management of assets for these key areas: food & beverage, catering, building maintenance & operations, cleaning, security, parking management and medical facility management. Our portfolio of IFM services extends not just to Malaysia, but also in the region.

In 2017, we forged ahead to offer our IFM services as a single solutions provider and tapped into the relevant services that were required from our subsidiaries. This allowed us to cross-sell our suite of services to target higher value and higher margin contracts more effectively. On a more holistic basis, we have been able to assess the other relevant service demands from clients, which allowed us to add on related competencies which we did not initially have. We have added diverse services including food and beverage, security, laundry, landscaping and waste management as part of our bolt-on strategy. We will continue to assess the market needs and will consider adding on new functions if it makes economic and competitive sense, as we strive to become the preferred IFM service provider for our clients.

Today, we are able to provide a greater value proposition to our clients with services encompassing all related areas of facilities management from planning and development, maintenance and operations, to car park solutions and management of assets. We found that this new structure puts us in an advantageous position to not only offer integrated services that suited particular needs, but also allowed us to expand our contracts organically.

This approach has proven to bear fruitful results when we clinched a contract worth RM26.21 million to provide security management services for the Petronas’ RAPID project in Pengerang, Johor. Later in the year, we managed to secure another project with Petronas worth RM27.60 million which was done in collaboration with Kumpulan Perubatan (Johor) Sdn.Bhd.(“KPJ”).Thecontractwasforasmallmedicalfacilitywhichcoversmedicalservicesforutilities,interconnecting,and offsite facilities.



We have also looked at how innovation and technology can help us to offer value services to our clients, as well as give us a competitive edge. For example, we introduced our in-house cashless payments solution system, which was originally developed for MPM, to be used for food & beverage payments as well as for an Near Field Communication Identitification Data(“NCFID”)atthePICEVandmanagementofficeforourRAPIDprojectinPengerang,Johor.Thissolutionhasbeenvery well received as a valued service and we look forward to explore the cashless payments solutions systems as part of our range of IFM services.

Commendably for the year, we secured a total of RM146.55 million worth of contracts, putting us firmly on the path to being the preferred IFM provider in the industry. We have expanded our base of clientele and are proud to work with clients such as Petronas, TM, MAHB, JCorp and MRT, among others.

For the year in review, the IFM segment took the lead in revenue with 89% contribution at RM221.86 million to overall Group revenue. This was mainly through securing new and renewal of contracts with notable clients, both in Malaysia and within the region.

The contracts clinched through HCD among others include aircraft interior cleaning works at Senai International Airport with AeroDarat at a contract value of RM1.08 million.

MPM secured a new contract worth RM2.20 million with MRT to provide parking management services at eight MRT stations within the Klang Valley; RM1.10 million with Maybank to provide parking management services at Maybank buildings; and a contract worth RM3.60 million for car park operator services at Bangunan Setia, Bukit Damansara.

In Singapore, Metro Parking, through its subsidiary Metro Parking (S) Pte. Ltd. secured a RM56.60 million contract to operate and manage car parks for the Singapore Sports Council’s Sport Centres for five years. In the Philippines, Metro Parking Management (Philippines) Inc secured RM8.60 million worth of new contracts in Makati, Cebu and Ortigas City.

Of note, we are proud that our subsidiary TMR received various accolades. These include the Focused Recognition AwardsfromPetronasRefinery&PetrochemicalCorporation(“PRPC”)forthemanagementoftheExecutiveVillageatitsRAPIDProjectinPengerang,Johor;theAirportServiceQuality(“ASQ”)AwardwhichistheHighestScoreAwardfromMalaysia Airports KLIA for cleaning services at its main terminal building of KLIA; and The Star Property Awards 2017 for Best Family-Centric Development category for Central Park project in Johor Bahru.

Outlook for IFM

As we continue in our transformation to being the Preferred Assets and IFM Specialist in the industry, we will look at how we can harness other complementary facilities management services to enhance our services and expand our IFM capabilities. We aim to do this with minimal capital expenditure and an asset light approach.

Following our successful in-house cashless payments IT solutions that have now been used for food & beverage payments, security management encompassing operating and maintaining security for utilities, interconnecting and off-site facilities at RAPID at the Petronas Executive Village and management office for the RAPID project in Pengerang, Johor, moving forward in 2018, technology-based solutions will continue to be key to our progress in enhancing and expanding our suite of IFM services as well as providing customisable solutions to meet clients’ needs and challenges.

Technology will also be explored to increase efficiency and productivity rates in our internal operations and systems. We will be looking at ways to reduce dependency on labour-based work approach through new innovations.

The economic outlook remains positive with potential for the IFM sector to grow in Malaysia as more companies value the economic efficiency of outsourcing critical facilities and services. We remain focused on targeting high-value contracts that will offer us higher margins, while allowing us the opportunity to upscale and grow our contracts organically for long-term sustainability through recurring income. We expect that IFM will continue to be the largest revenue contributor to the Group for the next three to five years, especially given the subdued property market landscape in Malaysia.



Property and Land Development (PLD)

The Group has extensive experience in real estate since the Company’s establishment in 1960. This is an important segmentfortheGroupandwelooktoimprovingitsmargins,cashflowandbottomlineperformancethroughstreamliningand accelerating the Group’s property portfolio following on from the SRP.

We identified four key projects to focus on in 2017, which were the joint venture with Hong Kong listed developer Country Garden for Central Park and Aliff Square 1 and 2 – both of which are in Tampoi, Johor, as well as two residential projects known as Damansara Hills in Kuantan, Pahang and a civil servants’ housing project in Putrajaya.

Revenue for this segment increased by 185% to RM20.06 million against RM7.04 million in 2016, contributed from the sales of Damansara Hills 1 project in Kuantan, Pahang and Aliff Square 2 project in Tampoi, Johor.

The property market environment in 2017 was very cautious. Given the weaker market sentiments, we were judicious in the launches and pricing structure on our property projects as we wanted to ensure our launches were positioned for success.

Damansara Hills 1, Kuantan

Damansara Hills is a residential project comprising 39 terrace houses and 10 semi-detached units, spread over a 5.75-acrelandinKuantan,PahangwithaGrossDevelopmentValue(“GDV”)ofRM25million.TheprojectwaslaunchedinApril2017 and completion is expected by the end of 2018.

The development, which is in Bandar Damansara, is strategically located near the East Coast Economic Region Special EconomicZoneandisa15-minutedrivetotheGebengIntegratedPetrochemicalComplex.It isalsoclosetovariousattractions such as the Cherating and Teluk Cempedak beaches, as well as the Kuantan port.

The homes are priced ranging from RM458,000 to RM608,000 and has received interest since its launch. As at the end of 2017, 14% of the units launched have already been sold.

The Group is looking to actively market the project to buyers and will look at progressively developing the other parts of the land in due course to build a sustainable pipeline of revenue.

Central Park, Tampoi

Central Park is a four-block condominium tower that is 30-storey high on a 53-acre freehold land in the suburban enclave of Tampoi, Johor Bahru. The freehold township development is a joint venture between Hong Kong listed developer Country Garden and DBHD. We entered into a Sale and Purchase Agreement earlier in 2017 with Country Garden to jointly develop Central Park.

Central Park was launched in March 2017 despite the soft property market and is expected to be completed in 2020. It is strategically located next to Johor Bahru City Centre and offers great accessibility via major highways that include the Pasir Gudang highway, the North-South highway and the Skudai highway. The development is also centrally located near popular shopping malls, healthcare facilities and tourist destinations such as Legoland and Puteri Harbour. The Woodlands Checkpoint is just 13 kilometers away, while the Senai International Airport is 22 kilometers from the development, making this an attractive locale.

This development is expected to have a GDV of RM685 million. Since its launch, 28% of the units have been sold as at end December 2017.

Aliff Square 1 & 2

Aliff Square 1 and 2 are multi-storey commercial units located on a 53-acre freehold land in Johor Bahru. This development, which shares the same location as Central Park, was launched in March 2017. The development boasts excellent accessibility and is located within range of other amenities that includes banks, restaurants and education institutions.

The project has a GDV of RM82.10 million and currently has over 80% take up rate for its 40 units in 2017. We expect to sell the remaining 20% in 2018.



PPA1M, Putrajaya

We have been appointed as the developer for an 11.9-acre PPA1M development in Putrajaya with Putrajaya Corporation (“PJC”).Thisprojectcomprisesof1,350affordableresidentialhousesandcommercialunitsatPresint5,Putrajaya.TheGDV for this development is estimated at RM324 million.

We have started the earthworks, while the construction works are expected to commence in June 2018 by OCR that have been awarded the turnkey construction contract to co-develop the project. Outlook for Land and Property Development Segment

The outlook for the property market in Malaysia will remain cautious following the cooling measures that have been progressively introduced by the authorities. While the economy is expected to rebound, the property market may continue to remain subdued. However, we believe that the segment which we operate in is affordable and the government supported housing schemes will still be in demand. With this in mind, marketing our current property projects will be one of our key priorities for 2018.

We have earmarked to develop another 10 acres from our 63.1 acres land in Tampoi, Johor, which will be a mixed development of both residential and commercial units. Likewise, we are also looking at a mixed development in the 512-acre land in Bandar Damansara Kuantan as well as a commercial development on a 4.7-acre commercial land in Presint 5, Putrajaya.

We expect that the outlay of investment for the development in the ongoing and future property development projects will help us to shore up a series of projects that will contribute progressively to our bottom line for the coming years.

Project Management Consultancy (“PMC”)

Our subsidiary, HTS leads the PMC Division but taps on the Group as well as the other subsidiaries for synergised expertise and services. HTS expands its strong expertise in planning and development of healthcare institutions nationwide, leveraging on its core competency in construction to offer a holistic suite of related services for PMC.

We continue strengthening our presence in the healthcare industry nationwide, namely, providing specialist consultancy services for hospital planning. Our clients in this segment include KPJ Healthcare Berhad, Nadayu Property Berhad, TRIplc,BukitPelaliHealthcareBerhadandMajlisAmanahRakyat(“MARA”).

We chalked up a marginal increase of 12% in revenue for 2017 at RM11.25 million as compared to RM10.05 million in 2016.

For the year in review, the PMC segment secured two contracts with Nadayu; one worth RM2.20 million for the Melawati Specialist Hospital and Melawati Ambulatory Care Centre and another contract worth RM2.19 million for the Subang Murni Specialist Hospital and Subang Murni Ambulatory Care Centre.

HTS also Inked a Joint-Venture Agreement with Axventure to be the PMC for the construction of a new 400-bed teaching hospitalforUniversitiTeknologiMara(“UiTM”)inPuncakAlam,Selangor.

For 2017, we completed six projects which were: construction of modular operating theater in Hospital Port Dickson, Negeri Sembilan; new development of Perlis Specialist Hospital, Perlis; new development of Bandar Dato’ Onn Specialist Hospital, Johor; expansion of Taiping Medical Centre, Perak; expansion of KPJ Johor Specialist Hospital, Johor; and renovationofKPJJohorSpecialistHospital,Johor.Inaddition,weobtainedzoningapprovalsforthreehospitalswhichare for the Bukit Pelali Specialist Hospital, Melawati Specialist Hospital and Subang Murni Specialist Hospital.

Overthecourseoftheyear,HTSpromoteditsSustainableEnergyDevelopmentAuthority(“SEDA”)-relatedEnergyAuditServices. With this audit, HTS would be able to recommend energy-savings plans for our clients and perform extensive energy audit to ensure our clients follow the recommended plans.



Outlook for PMC

Moving forward in 2018, we plan to broaden our offering within the PMC segment beyond just healthcare sector management to a wider sector including construction. This is aimed at diversifying our income streams to ensure a more sustainable generation of revenue to the Group.

Part of this is also to strengthen our presence overseas, and in 2018, we will be working on a new government hospital project in Gerehu, Port Moresby, Papua New Guinea. The project includes the development of a hospital complex with a capacity of 500 beds with staff accommodation and hospital facilities.

This is one segment that offers a lot of potential to our business and one that we will pursue more aggressively in 2018, as we look to broaden our offerings to the construction segment.

Funding for Growth

Our business is now moving onto solid ground. While we move into a trajectory of growth, we are cognisant of the importance of keeping the momentum moving in a positive direction. To that end, a corporate exercise to raise funds was initiatedthroughtheissuanceofRM150millionRCNwithBonusIssueofWarrants,whichofferstheflexibilityofdrawingdown funds as needed and which can increase DBHD’s trading liquidity. Through these two means, we are looking at potentially raising close to RM239 million.

We believe that the RCN with Bonus Issue of Warrants will increase the Group’s capital base, strengthen its balance sheet furtherandprovideadditionalfinancialflexibilitywiththenecessaryfundstoexpandourpropertyportfolioandworkingcapital. The joint venture development in Johor with Country Garden is one of the Group’s major catalyst projects that will be supported by the proceeds.

We are confident that the RCN with Bonus Issue of Warrants will strengthen our balance sheet to enhance long-term shareholders’ value.

Our People

At the heart of our capabilities are our people. For the year in review, we have worked closely to instill a more performance-driven culture among our workforce. We have invested in the professional and personal development of our people to ensure that operational excellence remains at our core.

Throughout the year, several skills courses were conducted to ensure that our people learnt new skills as well as kept abreast of developments within their disciplines. These included trainings in negotiation skills, understanding of corporate disclosure and its applications, financial courses for non-financial managers and customer service workshops. In addition, we invested in recreational activities and sporting activities to build camaraderie and closer working relationships.

We also conducted townhall engagements with all the subsidiaries to ensure that our goals and expectations were well aligned. The engagement sessions also included ‘teh tarik sessions’ to further understand and address challenges from the ground.



To build greater rapport and camaraderie among the team, as well as to get all staff from various subsidiaries to work well together as part of one Group, we organised various activities that required their active participation such as in the Group’s CSR events, sports and social activities.

As a Group, we were cognisant of the risk of attrition as well as the challenge to recruit talented employees as we recognised that our human resources remuneration packages were not on par with the market. Arising from this assessment, we introduced various measures to retain our human capital by way of providing relevant training as well as ensuring the competitiveness of the remuneration packages.

Risks and Opportunities

Our progress from here on, following the successful implementation of the SRP, lies with the intent of ensuring that the business and operations of the Group remain resilient and can generate long-term shareholder value. Accordingly, the Group is subject to a number of risks in the course of its business. These include risks to our operations, our financial performance, our reputation and governance. We monitor and assess these risks against our operations to ensure that they are contained, mitigated and/or addressed accordingly

TheGroupviaitsEnterpriseRiskManagement(“ERM”)Committee,whichisspearheadedbytheRiskManagementUnit(“RMU”),CorporatePlanningandTransformationDivision(“CPT”),monitorsrisksusingrisktoolstomeasurerespectiverisk profile matrix scoring and prioritisation. The matrix consists of a number of risk profiles including its severity and probability and prioritise the probability of the risk occurrence against its magnitude of impact.

The ERM Committee meeting is held every quarter to review and update the Group’s risk profile, for onward deliberation attheBoardofRiskManagementCommittee(“BRMC”)tofurtherprovideoversightonriskmanagementrelatedmattersof the Group’s businesses and operations.

Competition

Frost & Sullivan, an independent market researcher forecasted that the facility management services industry will grow at a rate of about 8% to 9% a year. As more companies start to value the services provided by an integrated facilities management provider. Consequently, more IFM providers are established in the market. Many new companies are bidding tenders with lower profit margins for the sake of winning the contracts.

To be one of the preferred IFM solutions providers for our clients, we need to ensure that we are constantly evolving in our offerings so that we are chosen for the quality of services and value that we offer and not just be selected because of a price war. After a stringent assessment that was undertaken in 2016 which culminated in the SRP, the Group is now in a leaner and more streamlined position in its services to offer greater value to our client. We have eliminated overlaps of services and operations in various subsidiaries and have now aligned shared services for better internal efficiencies.

Our offerings are also more focused and streamlined to the immediate potential of what the market requires. In tandem with our IFM services such as cleaning services and landscaping works, we also included complementary services such as food and beverage management and implement innovative solutions to IFM offerings such as cashless payment system and mobile device application solutions. We wish to provide a complete spectrum of related and required services that will see us grow our IFM segment to be the preferred one-solutions partner to our clients.

Economy

Economic cycles and downturns can have an impact on our business segments. Our PLD segment has the potential to be impacted especially as house prices trend up outpacing income levels. Housing affordability also remains a big consideration as part of the cooling measures implemented by regulators and banks in Malaysia.

Together with the property market and our other businesses, prices of commodity and labour will remain a concern, especiallywiththeforeigncurrencyfluctuations.

Wearecognisantoftheconfluenceofthesefactorsthatcanhaveafinancialimpactonourcost-of-salesandperformance.To that end, we adopt a holistic assessment of our businesses to ensure that the contracts that we bid for and the properties that we develop are well-paced to contribute recurring income over the long-term. Also arising from our SRP, we are now more streamlined in our businesses and cost efficiency measures. We will continue to undertake regular assessment as outlined under our KPI.



In the PLD segment, we are looking to ensure that our development projects have key selling criteria in place such as strategic locations and strong partnerships. Our developments in Kuantan, Pahang and Tampoi, Johor Bahru are well located in thriving economic hubs. We are also looking to support the need for affordable housing through the PPA1M project that we will be embarking on in 2018.

Workforce

Our PLD and IFM segments rely heavily on strong and capable labour force. We work closely with contract partners to ensure a steady and reliable stream of manpower supply. We also consistently look to new partners to ensure that our network of labour capabilities will not be compromised.

Moving Forward in 2018

In 2017, the team rallied together to achieve the goals for transforming the Group as outlined in the SRP, helping contribute greatly to the Group reversing its financial position back to being in the black. The Group is now in a strong position to continue its profitable performance.

We have well achieved our goals for transformation as outlined in the SRP and are now moving into our long-term strategy for continuous growth. On the back of this transformation, we will be embarking on a five-year Business Plan 2018-2022 (“SRP2022”)thatisaimedatfacilitatinggrowthonasustainablebasis.Ourmainobjectiveduringthisfive-yearphasewillbe to build on innovation and efficiency with our offerings and operations, strengthen our presence and our offerings, as well as solidify our brand and reputation. Our focus remains targeted on building our strengths as the preferred solutions provider for our three core business segments of IFM, PMC, and PLD.

Alongside this plan to build a stronger and sustainable business presence is to underscore our operations with delivering a greater sense of value to our stakeholders, whether our clients, our employees, our investors or regulators. To do this, we are focusing on efficient business processes as well as the use of innovation and technology in our offerings. We will also be looking at how we can capitalise on data analytics to grow our business.

While we will be pushing on all areas for growth from our three business segments, we see IFM predominantly offering better potential for growth as we expect the property segment to remain subdued for the time being. In our quest to ensure our long-term and continuous sustainable growth, we will be exploring more innovations and technology-based solutions related to IFM to provide our clients with results that address their needs, such as the cashless payment system that was successfully implemented within our IFM offerings. We will also be looking at ways to increase our efficiency in operations as well as to reduce dependency on labour-intensive work approach.

On the PMC front, we will be expanding our scope of services from the healthcare industry to the construction industry. In this regard, we aim to offer a more comprehensive set of services related to commercial, residential and infrastructure development.

Through the funds raised by the corporate exercise, we will accelerate identified PLD projects that will contribute positively to the Group’s financial performance, as well as strengthen our brand as a property developer. There remains a lot of work ahead of us, including the potential of developing over 500 acres of undeveloped land in Kuantan, as well as on our iconic projects such as the Central Park development in Johor.

We believe this is the best way forward to ensure that we enhance our shareholders’ value through healthy and sustainable profits. At this stage in our business development, we look to bring in core talents to help us take the Company to greater levels. I welcome Ir. Ts. Yahaya bin Hassan as the Group Chief Operating Officer who took office on 1 December 2017. He will be working closely with me to implement our key strategic priorities moving forward as we continue in this drive towards building a track record of profit and improving shareholders’ value.

Our people have stepped up to deliver well on our focus areas for the year. The Group too has invested in their professional and personal development to ensure that operational excellence remains at our core. We are driving greater focus on technology and innovation as the way forward. In fact, a handful of my colleagues and I have been certified by MBOT in recognition of high-value skills acquired as technologists and technicians, which carry the title Ts. I believe technology andtheInternetofThings(“IoT)”willpavethewayforwardandmycolleaguesandIwilllookataspectsofinnovativetechnology to drive relevance and productivity.



We remain optimistic on the outlook for 2018. While the economy of the country is expected to strengthen, spending may be moderated and the property market may remain somewhat subdued while investors may continue to stay on the sidelines.

Nevertheless, we believe that as a Group, we are in a good position to capitalise on opportunities to further grow the business and the brand, having secured a good position of coming back into profitability as well as reversing our net current liabilities position to a net current asset position. These milestones are key in securing greater confidence with our stakeholders, business partners and clients.

We will look to leverage all the initiatives that we have put in place to secure new clients and increase our share of services in the market. With IFM looking to be one of our major engines for growth in the years ahead, we will continue to invest the time and resources to grow this segment further.

As we continue this journey, we will also be looking at how we can strengthen governance and build value by enhancing and introducing relevant policies that will further reinforce our long-term aspirations for continuous growth. While we already practised sustainable actions within our business, we recognise the importance of articulating these practices and measuring them. Part of this five-year plan moving forward also includes taking steps to adopt and measure various benchmark standards in the application of sustainability initiatives in a more holistic way. Among these, we will be looking at institutionalising our sustainability practices and integrating them in more measurable ways within our operations.

For the moment, we are not in a position to declare dividends as the Group is in a corporate recovery mode. Funds raised through the corporate exercise as well as through gains made will be channeled back to the Group to further strengthen our offerings and focus on projects that have a clear line of returns. As such, we hope to be in a position to declare dividends by 2019 as we expect to be in full post-recovery mode from thereon.

Barring any unforeseen situations, we expect the Group to record another year of operating profit for financial year 2018.

In Appreciation

We have in place the right building blocks that will help us to stay on track on this momentum of growth. We are committed to creating a business that is dynamic, relevant and sustainable, that remains attractive to our clients and our investors. I am confident that with the well-thought out strategies that we have in place, we will achieve them and deliver on the expectations of shareholders and stakeholders.

My sincere gratitude goes to our dedicated team of employees who thrive on challenges and endeavours to give their very best. It is my privilege to work with them.

I am also honoured to have the guidance and support of my Chairman, Executive Vice Chairman and Board of Directors for their active involvement in charting our course for the future.

To our shareholders, thank you for your continuous support and we are committed to delivering greater returns in the year ahead. To our clients, we will continue to provide unrivalled solutions to help you grow, because when you grow, we do too.

Ts. BRIAN ISKANDAR ZULKARIMGroup Chief Executive Officer



SUSTAINABILITY REPORT

This statement provides an overview of DBHD’s approach to sustainability and our endeavours to embed Economic, EnvironmentalandSocial(“EES”)Sustainabilitymeasuresintoourbusinessoperation. We have a strong legacy of close to six decades. To keep building values, we are committed to practices that result in long-term and resilient growth. Having reinvigorated our business and moved into the black following our committed implementation of the SRP, we have put in place the key elements to provide strong values to our clients and build ourselves up as a sustainable Group.

We will continue to progress and evolve in the implementation of our sustainability practices in more depth. While aspects of sustainability actions have been embedded within our operations, we recognise that we need to articulate clearer assessments and measures on sustainability and ways of implementing them as part of our business approach. We are committed to push for excellence and part of that includes the need to embed relevant aspects of EES into our business and operations.

In2016,weadoptedacorporategovernancestatement“StrategiesPromotingSustainability” toaddressthewayweconduct our business, which continued for the year in review. This has been evident in the sustainability-centric approaches that we have undertaken in 2017, notably the SRP that was aimed at strengthening the Company’s sustainability for the long-termtosuccessfullyachieveitsvisiontobethe“PreferredAssetsandFacilitiesManagementSolutionsProvider”.

Strengthening Governance for Long-term Growth

In order to deliver exceptional service to our clients and enhance shareholders’ value, we believe that strong governance is imperative as the cornerstone to building trust and long-term sustainability. The Board advocates good corporate governance practices, which is aimed at promoting better performance throughout the Group and we have in place the Board Charter, Whistleblowing Policy and Code of Conduct & Ethics.

As part of our integration of governance measures, we have implemented Group-wide alignment and improvement of governance and compliance processes for greater efficiency. This includes establishing a GALOA, intended to align internal controls within the Group in areas pertaining to procurement, finance, legal and human resources.

WehaveestablishedanExecutiveCommittee(“EXCO”)in2017,comprisingofKeyManagementpersonnel,toensuretheeffective implementation of the decisions made at the Board meetings.

WecreatedaHumanResourcesCommittee(“HRC”)thatisaimedatimprovinggovernancemattersonallthingsrelatedto employee management which includes recruitment, rewards and remuneration as well as disciplinary actions. The HRC has allowed us to improve our decision-making process so that the needs of our people are well addressed. This included the Group taking measures to standardise pay scales in 2017 so that the Group is able to attract and retain good talents within the Group.

1

2

3

4

5

To continuously refine existingpolicies related to HR management

To plan talent pool development programme for the Group

To continuously improve existing Employee Engagement Initiatives

To continuously improve HR’sStandard Operating Procedures

To enhance the existing Whistleblowing Policy


Strengthening our Business Viability for Greater Sustainability

During the year, we embarked on implementing strategic initiatives arising from the assessments made on the business in 2016. This was to reverse the losses for the past three years and to ensure the Company’s sustainability remains a priority for growth and long-term profitability.

Based on our assessments, we streamlined our business offerings across all our subsidiaries so that we would be able to offer our clients a suite of services from a single solution provider for our IFM business; focused on four key property projects for prudent investment and returns; as well as enhanced our PMC offerings by tapping on the strengths across our subsidiaries.

We identified and implemented the following eight (8) transformation drivers:

Part of our efforts to strengthen our business viability is the ability for everyone in the organisation to be clear of their business expectations and contributions. We improved on the Performance Management System that supported the Group’s Corporate Scorecard and KPI that were cascaded to all levels of staff within the Group. For the year in review, we focus at four main categories, which are: Financial, Customer Value, Business Process Improvement and Leadership & Growth; as the drivers of behaviour and business actions to be aligned for the Group’s progress.

Through discipline and commitment, the initiatives described above and in the SRP have seen us moved back into profitability, validating our approach for greater sustainability moving forward.

SUSTAINABILITY REPORT (cont’d)

EightTransformation

Drivers

1

2

34

5

6

78

UpholdingGovernance

Raising Leadership Competencies

Setting Effective Performance Measures

Creation of a Strategic Business

Plan

Enhancing Business Acumen

Rebuilding Reputation

Revamping Organisation

Structure

Ensuring Effective Cash Flow

Management


People First Approach

Our motivated, committed and passionate people are our greatest assets and main drivers for our sustainable performance. The quality and calibre of our people are our significant advantages and we are committed to providing them with the relevant support for their continuous growth. Their sense of belonging and engagement with the Group are crucial to ensure that everyone is on the same page and committed to achieving the same goals.

To that end, we conducted several Townhall briefings throughout the year, especially to keep the staff motivated and updated on the progress of the SRP. We are committed to understanding the challenges our people face in the line of their work and have taken to organise ‘teh tarik sessions’ with the Group Chief Executive Officer to enable open and transparent dialogues.

Building a closer rapport with all staff is also crucial to good teamwork. Over the course of the year, we have organised several social events to foster closeness which include festive gatherings, sports and leisure activities, family days, as well as CSR events.

This year, we streamlined our Human Resource (“HR”) Division across all our subsidiaries and are able to applystandardised performance assessments, as well as aligned engagement with all staff across the Group. The SOP for HR wasredesignedandServiceLevelAgreement(“SLA”)periodsforprocesswasimplementedtoimprovequalitymeasure.

Building Future Leaders

Part of building a sustainable business is to ensure a strong leadership line-up that can steer a steady course towards growth. This requires the capability to identify, nurture and equip promising talents to be ready to take on the mantle of leadership in the future.

To that end, the Management had identified potential talent to become successors or next leaders-in-line. Moving forward, the HR Division will further develop a clear and long-term succession planning program, inclusive of structured courses and development programmes.

Ultimately, we believe that a strong leadership is critical to help achieve the Group’s transformation aspirations and as such, we are dedicated to creating an inspiring workplace that attracts and retains high performance individuals. In this aspect, we look to inspire our workforce and nurture a high-performing culture through strategic reward plans that are designed to address the Group’s pay and compensation needs.

Committed to Quality Standards

Our people remain our highest priority and to ensure that they can deliver on their work obligations and competencies well, they need to work in an environment that is facilitative and safe. At DBHD, we promote health and safety practices that are in line with industry standards. The health and safety practices that we implemented are applicable to everyone that we work with, including our staff, our contract workers, our vendors and our clients.

We have in place policies to help govern the standards of health and safety. For our IFM business segment, we implemented the Occupational Health and Safety Policy, Quality Policy, Environmental Policy and Drugs and Alcohol General Policy.

To reinforce the importance of health and safety standards amongst our people, we ensure that they attend the relevant trainings and workshops so that they can further inculcate into their work culture. Among the trainings held for the year in review include staff competencies and enhancement trainings such as Certified Energy Manager training, Safety Supervisor training and trainings from the British Institute of Cleaning Science. Our people also attended trainings on equipment reliability and safety tools to ensure that they know how to safely handle these tools and machinery.

Of importance is the training and awareness programme for the ISO 9001:2015 & OHSAS 18001:2007 that are held periodically throughout the year.



Apart from our internal policies, we also ensure that we adopt the relevant certification from the authorities that include certification from the Energy Commission of Malaysia, Petronas and the Ministry of Finance Malaysia. At relevant worksites, we comply with the health and safety standards of our clients.

In this regard, our IFM arm, TMR, has received several commendable nods for their service quality which included the following awards:

• FocusedRecognitionAwardsfromPetronasinconjunctionwithCulturalBeliefsWorkshop• AirportServiceQualityHighestScoreAwardfromKLIA• FocusedRecognitionAwardsfromPetronasinconjunctionwithNurture,TrustandSharedSuccessfromProject

Management Team Central Directorate• StaffRewardandRecognitionProgramme2017fromKLIA

TMR has aligned its health and safety standards in accordance with OHSAS18001. This certification serves as a guideline for TMR to monitor and achieve good working conditions at all sites as well as to identify health and safety risks.

To further equip ourselves towards the era of Industrial Revolution 4.0, where there is fusion of technologies that may blur the lines between physical, digital and biological spheres, we have management personnel who are Professional Technologists certified by MBOT.

ThismovehasstronglyinfluencedtheGroup’sdirectionin2017assignificantdevelopmentsandstrategiesweremade.The certified Professional Technologists are:

• Ts.BrianIskandarZulkarim(GroupChiefExecutiveOfficerofDBHD)• Ir.Ts.HjYahayaHassan(GroupChiefOperatingOfficerofDBHD)• Ts.MohdZahiruddinMohdTohir(SeniorManager,ManagementInformationSystemofMPM)

By having in-house experts, it shows DBHD’s commitment in supporting the government’s initiatives and eventually help us remain competitive in the industry.

For PLD, we conducted rigorous daily safety meetings at our construction and maintenance sites. We endeavour to instill thePersonalProtectiveEquipment(“PPE”)guidelines,goodhygieneandhousekeepingstandards.Wealsoconductedregular inspection and fogging as a precautionary measure to mitigate mosquito breeding which can be rampant at construction sites.

Building Sustainability Elements into our Service Offerings

While we aim to build in sustainability elements in our business and operations, we also extend this value into our products, services and offerings to our clients.

Our PMC business segment, HTS, has embedded sustainability parameters in its Sustainable Energy Development Authority (“SEDA”)-related energy audit services which are promoted to hospitals. Through this audit, HTS wouldrecommend the energy-savings plans for our clients and perform an extensive energy audit to ensure the recommended plans are followed accordingly.

HTS also launched a Training Academy for both internal participation of our own people, as well as externally to our clients. We believe that ongoing education and awareness are keys to building competencies in people, as well as sustainability in our business offerings. Throughout year 2017, the academy conducted several trainings on topics such as Healthcare IT Security, Certified Healthcare Facility Planning & Management and MRI System, Safety & Awareness programmes.




Meanwhile, through its Green Building Services, HTS incorporates ‘green’ elements into hospital designs, from system design, such as rainwater harvesting and water recovery methods, to the material selection, such as sustainable timber or paint with low-VOC (volatile organic compound).

Another initiative for the employees at the Group level is that we also introduced an e-claim process, which eliminates further paperwork movement within the organisation as the claims with its supporting documents can be made online. Salary slips are also automated to be sent electronically with security parameters in place. These measures are aimed at not only reducing administrative work and resources, but also to be environmentally friendly.

Boosting Economic and Social Development in the Communities We Operate

We are cognisant that our business and operations lend an impact to the communities and local economies. Through our presence nationwide – in all three areas of our core business, here in Malaysia and in the region, we have been able to create positive synergies for economic growth by creating jobs and boosting economic development.

We also employ people from the surrounding areas where our operations or sites are located such as at our RAPID project where the majority of the workforce is from Johor Bahru, particularly Pengerang.

We are also looking at supporting the government’s aim to ensure more people can own their own homes. We have successfully secured the contract to develop affordable housing in Presint 5, Putrajaya which is 11.9 acres of land.

In our business, we work with a wide network of partners, vendors and contractors. To ensure a reliable and sustainable supplier base, we have stringent procurement processes that apply qualitative as well as quantitative measures.

The Group, through its various subsidiaries, is committed to lending social responsibility support to the communities in which we operate in. We celebrated Hari Raya with 37 underprivileged children from Rumah Anak Yatim Permata Camar at Damansara Hills Kuantan, Pahang.

TMR’s joint venture company with LC Catering Sdn Bhd, which is TMR LC, installed new air-conditioning units in Masjid ThoriqIbnuZiad,TanjungPengelih,Pengerang,Johor.

We remain committed to building sustainability measures into our business operations as we aspire to be an organisation that can deliver exceptional services, best practices and feasible solutions. Moving forward in 2018, we will look into ways to broaden our scope of sustainability measures into what we do, as well as strengthening the efforts that we have already put in place.


Damansara Properties operates under the Group to develop commercial and residential projects through its two subsidiary companies; Damansara Realty (Johor) Sdn Bhd and Damansara Realty (Pahang) Sdn Bhd.

We have an impressive track record in developing projects in Johor, Pahang and Federal Territory of Putrajaya.

We are now gearing towards expanding our strength indeveloping affordable medium to high-end residentialand commercial properties.

To focus on scaling up the size of property developmentactivities on our land bank, namely, Taman Damansara Aliff, Johor Bahru and Bandar Damansara Kuantan whilst striving to further broaden the Group’s brands in Klang Valley.

FUTURE PLANS


Committed in consistently delivering superior facilities services in the most innovative way catered to the needs of our clients.

TOTAL MANAGEMENT RELIABILITY

•PlannedPreventive&CorrectiveMaintenance•CampResidenceManagement•Security•ClubhouseManagement•PestControl•BuildingOperation•WasteManagement•Janitorial•FoodandBeverage(F&B)•Clinics•Laundry

Project Management,Interior Design & Renovation Works

Vertical Transportation

Electrical & Mechanical

Housekeeping/CustodialServices

Health, Safety, Security& Evironment (”HSSE”)

Computerise MaintenanceManagement System(”CMMS”)/Call Centre

Landscaping

Building AuditsEnergy & Utilities

Civil & StructuralHeating, Ventilation and Air Conditioning

(”HVAC”)

Car Park

TOTALMANAGEMENT RELIABILITY


TOTALMANAGEMENT RELIABILITY

With more than 25 years of experience in the car park industry, Metro Parking’s vision is to be the leading car park service and facilities management provider with initial emphasis on Asia’smarket and established operations in other continents.

WHAT WE DO

PIONEERING SOLUTIONS INPARKING MANAGEMENT

CONSULTANCY &FACILITIES MANAGEMENT

Car park management

Car park consultancy

Car park feasibility study

Supply evaluation, and selection of parking system

E-payment and cashless system

Intelligent Information Solution

Advertising space

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•

•

•

•

•

•

HERETOSERVEYOUBETTER


HC Duraclean is one of the leaders in commercial facility care with services spanning over 13 states throughout Malaysia. Over the past 20 years, HC Duraclean have had the privilege in helping business owners, property managers, environmental engineers, and office managers in maintaining cleanliness, healthy andproductiveworkplacewhilereflectingaprofessional business image.

• Cleaningservicesforcommercialbuildingandoffice• Cleaningservicesforresidential• Carpetcleaning,upholsteryanddraperycleaning• Floorrestoration• Externalglassandwallcleaning• InitialCleaning• Compoundareaandlandscapingmaintenance• Grasscutting• Wastedisposal

• Machinery,equipmentanddisposalmaterial• Chemicalforcleaningindustry• Detergentanddisinfectantforhygieneusage

• Tissue-toiletroll,JRT,CFold• Autoairfreshenerdispenserandrefill• Handsoapdispenserandliquidsoap• Handryer• Sanitizer• Sanitarybin• Ozonizer• Floormate

BUSINESS SEGMENT – CLEANING SERVICES

BUSINESS SEGMENT – CLEANING PRODUCTS

BUSINESS SEGMENT – WASHROOM HYGIENE PRODUCTS

WE’LLDO THE CLEANINGFOR YOU


Since its inception in 1995, HTS was involved with the development of more than 25 domestic and international hospitals, with a total project value worth more than RM2 billion. HTS is committed to spearhead and lead the healthcare industry in Malaysia and Asia, by actively pursuing new development projects in specialised hospitals. HTS is also the Maintenance Manager for Al-’Aqar Healthcare REIT, which owned 22 hospitals with a property value of RM1.52 billion since 2008.

HEALTHCARE TECHNICAL SERVICES

YOURHEALTHCAREDELIVERYPARTNER

The Board of DBHD recognises the importance of enhancing shareholders’ value through building a sustainable business by implementing and maintaining high standards of corporate governance in managing business practices and affairs of the Company.

Value


CORPORATE GOVERNANCE OVERVIEW STATEMENT

DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE (“MCCG”)

The Board of Directors of DBHD wishes to present this statement to its shareholders and stakeholders with an overview ofDBHD’sapplicationoftheMalaysianCodeonCorporateGovernance(‘MCCG”)practicesforthefinancialyearended31 December 2017.

The meaningful explanation of how the Company applied each of the MCCG’s practices including its explanations and alternativepracticesforanydepartureoftheMCCGpracticesaredescribedindetailintheCorporateGovernance(“CG”)Report, which is published at our corporate website at www.dbhd.com.my

The Board of DBHD recognises the importance of adopting good corporate governance in its efforts to direct and manage the business and affairs of the company towards promoting business prosperity and corporate accountability with the ultimate objective of realising long-term shareholder value while taking into account the interest of other stakeholders.

As such, the Board fully supports all the 32 practices as set out in the MCCG, by applying the best corporate governance standard through the company’s structures, systems, processes and development of a corporate governance culture and environment, and by implementing almost all of the practices in substance to achieve the intended outcomes of building and supporting a strong corporate governance culture throughout the company.

In line with this commitment, the Board is continuously reviewed and where appropriate, taken the necessary steps to implement all the practices of the MCCG and to provide a fair and meaningful disclosure on the company’s corporate governance practices.

APPLICATION OF THE PRINCIPLES AS SET OUT IN THE MALAYSIAN CODE ON CORPORATE GOVERNANCE

Principle A – Board Leadership and Effectiveness

The Board Charter has been revised to align with the spirit and the Intended Outcome of the MCCG, in the following areas:

i. Separation of positions of Chairman and CEO;ii. Responsibilities of the Chairman;iii. BoardcompositiontohaveatleasthalfofIndependentandNon-ExecutiveDirectors(“INED”);iv. Duties and responsibilities of Board, Board Committees, individual directors and CEO;v. Gender Diversity Policy; and vi. Board Meeting Administration.

The revised Board Charter is available in our corporate website at www.dbhd.com

In addition, the Board of DBHD has put in place a succession framework to provide for an orderly succession of Board and senior management in accordance with the corporate governance practices, to ensure necessary resources are in place within the Group to achieve the Group’s business objectives and strategies.

The current composition of the Board comprises eight (8) directors, of whom six (6) are Independent Non-Executive Directors, one (1) Executive Vice Chairman and one (1) Non-Independent Non-Executive of Director. The current Board composition complies with the best practice of having at least half of the Board comprising independent Directors.

At Board level, the Board has established a gender policy to have at least one female Director and the current Board’s compositionhasalreadymetthegenderpolicy.TheBoardalsorecognizesthe importanceofgenderpolicy inseniormanagement and the current senior management which comprises one (1) woman, also met the Board’s target of at least 12.5% women’s participation.

The Code of Conduct and Ethics that guides the behaviour of Directors, management and employees of the Company has been established but was only published on the Company’s website in 2018. However, the Company’s whistleblowing policy was already established and published on the Company’s website during the financial year under review.

In ensuring Board effectiveness and independence, the Board has set a policy not to retain independent directors beyond 12yearsandtherefore,PuanZainahbintiMustafawhohasservedtheBoardformorethan14yearswill retireasanIndependent Director at the forthcoming AGM.


CORPORATE GOVERNANCE OVERVIEW STATEMENT (cont’d)

The Board which is committed to attract and retain the right talent in the Board and Senior Management to drive the Company’s long-term objectives has established policies and procedures to determine the remuneration of Directors and Senior Management, which takes into account the demands, complexities and performance of the Group as well as skills and experience required.

To enable stakeholders to assess whether the remuneration of Directors commensurates with their individual performance, the detailed disclosure on named basis for the remuneration of Directors is disclosed under Practice 7.1 of the CG Report. However, the Board departed Practice 7.2 by only disclosing the top five Senior Management’s remuneration in bands of RM100,000 and without named basis. The Board chooses a more general alternative disclosure of the Senior Management’s remuneration in order to allay valid concerns on invasion of staff confidentiality and the Company’s ability to retain right talented Senior Management in view of the competitive employment environment of the Group’s business.

Principle B – Effective Audit and Risk Management

The Board has established an effective risk management and internal control framework to safeguard the Group’s business interests from risk events that may impede the achievement of its business strategies and growth opportunities besides providing reasonable assurance to all stakeholders that internal controls are effective.

The Board conducts robust assessments of the principal risks facing DBHD group of companies by implementing a Risk Management framework to identify, assess, monitor, report and mitigate risks impacting the Group’s business and supporting activities in accordance with the Committee of Sponsoring Organisations of the Treadway Commission’s (“COSO”)InternalControl-IntegratedFramework.

DBHD has an effective and independent Board Audit Committee as the Chairman of the Board Audit Committee is not the Chairman of the Board, all members of the Board Audit Committee are independent non-executive Directors and all members are financially literate and possess a wide range of necessary skills to discharge their duties.

The Board Audit Committee which assesses the suitability, objectivity and independence of the external auditors, also provides an independent assessment on the adequacy, efficiency and effectiveness of the internal control systems to manage the risk exposures of the Group’s business.

The Terms of Reference of the Board Audit Committee has also been revised to take cognisance of the new MCCG practices and is published in our corporate website at www.dbhd.com.my

Principle C – Integrity in Corporate Reporting and Meaningful Relationship with Stakeholders

During the financial year, the Management of DBHD has conducted one (1) media and analyst briefing on the Corporate and Business to update the investor community as well as issued 19 press statements in conjunction with the announcements of material information under the Company’s corporate disclosure policies. Releasing press statements by the Company are not only intended to promote dissemination of financial and non-financial information to its shareholders but also to keep them updated on the progress and development of the Group’s business and affairs.

During the financial year under review, the Company was unable to comply with the MCCG’s best practices of issuing the Noticeofits55thAnnualGeneralMeeting(“AGM”)toshareholdersatleast28days’priortotheAGMandallDirectorswere to be present at the AGM to enable the shareholders to engage the Board effectively because certain commitments were already made prior to the issuance of the new MCCG on 26 April 2017.

Therefore, to ensure that the Company adheres to the highest level of Corporate Governance standard moving forward, a Notice period of at least 28 days prior to this year’s 56th AGM will be given to the shareholders and all Directors will be attending this year’s AGM to provide opportunities for shareholders to effectively engage each Director.

COMPLIANCE WITH THE MCCG

The Board is of the opinion that the Group had complied with the spirit and objectives of the MCCG. Although, there are departures from several practices as recommended in the MCCG, the Board believes that there are justifiable reasons for the departures and that the overall corporate governance of the Group is not compromised. Nevertheless, DBHD will continue to strengthen its governance practices to safeguard the best interest of its shareholders and other stakeholders.

This Corporate Governance Overview Statement was approved by the Board on 12 March 2018.


AUDIT COMMITTEE REPORT

COMPOSITION OF MEMBERS ThecompositionoftheBoardAuditCommittee(“BAC”)areasfollows:

1. ZainahbintiMustafa(Chairman-SeniorIndependentNon-ExecutiveDirector)2. Haji Abdullah bin Md. Yusof (Independent Non-Executive Director)3. ShahrizambinAShukor(IndependentNon-ExecutiveDirector)

This meets the requirements of paragraph 15.09(1)(a) and (b) of Bursa Securities’ MMLR.

BACChairman,ZainahbintiMustafa,isafellowmemberofAssociationofCertifiedCharteredAccountant.Accordingly,DBHD complies with paragraph 15.09(1)(c)(ii) and 15.10 of MMLR.

MEETINGS

BAC met five (5) times during the year under review. The Directors holding executive positions, DBHD’s Internal Auditors, representatives of the DBHD’s External Auditors and members of the Management were invited to the Audit Committee Meetings(“ACM”).

The attendance of each BAC Member during the financial year was as follows:

Members 23/02/17(83rd ACM)

7/03/17(Special ACM)

23/05/17(84th ACM)

28/08/17(85th ACM)

23/11/17(86th ACM)

ZainahbintiMustafa Yes Yes Yes Yes Yes

Haji Abdullah bin Md. Yusof Yes Yes Yes Yes Yes

ShahrizambinAShukor Yes Yes Yes Yes Yes

TERMS OF REFERENCE

Objectives

The objectives of the BAC are as follows:

1. To assist the Board in discharging its responsibilities relating to the Group and DBHD’s management of principal risks, internal controls, corporate governance, financial reporting and compliance of statutory and legal requirements.

2. To provide, by way of regular meetings, a line of communication between the Board, Senior Management and External Auditors.

3. To provide emphasis on the internal audit functions by increasing the objectivity and independence of the Internal Auditors and provide a forum for discussion that is independent of the Management.

4. To review the quality of the audits conducted by the Internal and External Auditors of DBHD.

Authorities

BAC is authorised by the Board:

1. To investigate any matter within its Terms of Reference. 2. To have full, free and unrestricted access to any information, records, properties and personnel of the Company

and any other companies within the Group. 3. To have direct communication channels with the External Auditors and person(s) carrying out the internal audit

functions or activities. 4. To obtain independent professional or other advice. 5. To convene meetings with the External Auditors, without the presence of the Management (executive members) at

least once a year.


AUDIT COMMITTEE REPORT (cont’d)

Duties and Responsibilities

Duties and responsibilities of the BAC are as follows:

1. To review with the Management and recommend acceptance or otherwise of major accounting policies, principles and practices especially on management accounting, financial reporting, risk management and business practices.

2. To review the Group’s quarterly and year-end financial statements before submission to the Board. 3. To consider the appointment of the External Auditors, the terms of reference of their appointment, the audit fee and

any proposal of their resignation as auditors. 4. To review with the External Auditors, the nature and scope of their audit plans and their audit reports. 5. To review the External Auditor’s Management Letter and discuss any matter that the External Auditors may wish to

raise in the absence of Management, where necessary. 6. To review the Internal Audit Charter and the yearly audit plan and budget to ensure that the internal audit functions

are adequately resourced to undertake its functions and have appropriate standing in the Group.7. To review the internal audit functions and the result of the internal audit programs or investigations undertaken and

whether or not Management has taken appropriate actions on the recommendations made by the Internal Auditors. 8. To reviewany relatedparty transactionsandconflictof interestsituation thatmayarisewithinDBHDorGroup

including any transactions, procedures or courses of conduct that raise questions of Management’s integrity. 9. To review inspection and examination reports issued by any regulatory authority and to ensure prompt and

appropriate actions are taken in respect of any findings. 10. To receive reports and deliberate on the implementation of the risk-control process and the progress of risk

management activities undertaken by the Group. 11. To perform any other functions as authorised by the Board.

Summary of Activities

The BAC’s activities during 2017 comprised the following:

A) Financial Reporting

1. BAC reviewed the financial statements and the Quarterly Results as presented by GCFO in accordance with the approved accounting standards adopted by the Malaysian Financial Reporting Standard (MFRS). During the second quarter of 2017 meeting, discussion was conducted on potential implications to DBHD on key changes of Financial Instruments in compliance with the MFRS 9 with the presence of external auditors and internal auditors.

2. GCFO had presented to the BAC, on quarterly meetings that:

i. Appropriate accounting policies had been consistently adopted and applied;ii. The going concern basis applied in the Annual Financial Statements and Consolidated Financial

Statements was appropriate;iii. Prudent judgements and reasonable estimates had been made in accordance with the requirements

set out in the MFRSs;iv. Adequate processes and controls were in place for effective and efficient financial reporting and

disclosures under the MFRSs; v. The Annual Financial Statements and Quarterly Consolidated Financial Statements did not contain

material misstatements and gave a true and fair view of the financial position of the Group and the respective companies within the Group for financial year 2017;

vi. Quarterly results were reviewed by the External Auditors, Jamal, Amin & Partners (JAP) prior to the announcement to Bursa Securities.



Summary of Activities (cont’d)

The BAC’s activities during 2017 comprised the following (cont’d):

A) Financial Reporting (cont’d)

3. Significant issues reviewed by the BAC during the financial year were as follows:

i. Compliance with MFRSii. Compliance with statutory requirements including Appendix 9B of the MMLRiii. Budget and expenditureiv. Unexpected expensesv. Financial performancevi. Audit findings reportsvii. Statutory requirement

4. The BAC was satisfied with the issues reviewed.

B) Internal Audit Functions

1. The Internal Auditors ultimately report to the BAC and administratively to GCEO. They have carried out their internal audit functions for the Group independently with impartiality, proficiency and due professional care.

2. The core function of internal audit is to perform an independent appraisal of the Group’s activities as a service to the Management. The internal audit functions play an important role in helping Management to establish and maintain the best possible internal control environment within the Group. The sound internal control environment would ensure the Group’s compliance with legal and regulatory requirements, safeguarding of assets, adequacy of records, prevention or early detection of frauds, material errors and irregularities as well as efficiency of operations.

3. The Internal Auditors had ensured that:

i. The internal audit plans and programs were appropriately developed to commensurate with the Group’s activities and appropriate focus and resources were allocated;

ii. The internal audit plans and programs were continuously reviewed and where necessary were adjustedaccordinglytoreflectanysignificantchangesintheGroup’sbusinessenvironment,structure,activities, risk exposures or systems; and

iii. The activities of internal audit are consistent with the long term goals of the Group and are in line with its internal controls, policies and procedures

4. The BAC met the Internal Auditors quarterly and the following topics were discussed:

i. Internal audit reportsii. Follow up audit reportsiii. Unresolved audit findings

5. The Internal Auditors conducted a risk based approach during the development of the annual audit plan. The coverage of auditable areas takes into consideration the functions of governance, review of controls and compliance, operational risks, audit history and request by the top management or the BAC that is aligned to the Company’s strategic objectives.





B) The Internal Audit Functions (cont’d)

6. The scope of internal audit covers the audits of all of the Group’s operational units, including its subsidiary companies based on the approved 2017’s audit plan. Among the key areas covered during the financial year were:

i. Revenue Recognitionii. Billingsiii. Debtors’ and Creditors’ Ageingiv. Bank Reconciliationv. Inventory Managementvi. Operations and Maintenancevii. Planningviii. Project Managementix. Procurementx. Asset Managementxi. Financial Managementxii. Human Resource Managementxiii. Contractsxiv. Legal and Governmental regulationsxv. SOPs

7. The Internal Auditors presented audit reports that contain purpose, scope and results of the audit, including findings, conclusions and recommendations, management response and corrective actions in areas with significant risks and internal control deficiencies to BAC on a quarterly basis. During the year, 42 audit activities (including 13 special audits or investigations and 29 follow-ups) were undertaken throughout the Group and 42 audit reports issued.

8. The Internal audit findings in 2017 continued to reflect a moderate internal control system. Internalaudit reports provide a formal means of communicating audit results and recommended actions to the Management and BAC. Audit reports provide the basis for the BAC to highlight significant weaknesses and the Management’s proposed remedial measures to the Board. The Internal Auditors’ recommendations are for reducing risks, strengthening internal controls and correcting errors. The BAC was satisfied with the Internal Auditors’ review and instructed the Management to take all necessary actions to resolve the issues raised by Internal Auditors.

9. As at 31 December 2017, IAD had a total of five auditors, comprising staff from various backgrounds. The total costs incurred during the financial year for the internal audit functions for the Group level was approximately RM266,813 as compared to RM341,035 in 2016.

C) External Audit

1. On 23 February 2017 and 23 November 2017, the BAC had private meetings with the External Auditors without the presence of the GCEO, Management and Internal Auditors. The BAC questioned about Management’s cooperation with the External Auditors, their sharing of information and the proficiency and adequacy of resources in financial reporting functions with applicable MFRSs. The BAC Chairman also requested the External Auditors to inform the BAC at any time should they be aware of incidents or matters in the course of their audits or reviews that needed the BAC’s attention.

2. Policies established and adopted by the Board for the BAC to assess suitability and independence of External Auditors. On 12 February 2018, the BAC performed an annual assessment on lead audit engagement partner and engagement team which covered their performance and quality of audit, communications with the BAC and Bursa Malaysia, and JAP’s independence, objectivity and professionalism.





C) External Audit (cont’d)

3. Assessment questionnaires were used as a tool to obtain input from DBHD’s personnel who had considerable contact with the external audit team throughout the year. A five-point scale was used to evaluate JAP’s performance which encompassed on their ability to provide advice, suggestions or clarifications pertaining to the presentation of financial statements, ability to provide realistic analysis of issues using technical knowledge and independent judgment, and maintain active engagement, via both verbal and written communication during the audit process, as well as their responsiveness to issues.

4. The BAC was satisfied with the suitability of JAP, based on the quality of services and sufficiency of resources they provided to the Group. The BAC also acknowledged the communication and interaction with the lead audit engagement partner and engagement team, which revealed their independence, objectivity and professionalism.

5. Result of the performance assessment of JAP for 2017 supports the BAC’s recommendation to the Board for approval of the appointment of JAP as External Auditors for the financial year ending 31 December 2018.

6. The Board at its meeting approved the BAC’s recommendation to appoint JAP, subject to the shareholders’ approval being sought at the forthcoming 56th AGM on the appointment of JAP as external auditors of DBHD for the financial year ending 31 December 2018.

7. On 31 December 2017, the GCFO reported that non-audit fees incurred in 2017 amounted to RM51,000 constituting approximately 10% of the total remuneration of RM489,000 to the External Auditors for the financial year 2017. The GCFO also sought the BAC’s approval for the proposed audit and non-audit services to be provided by the External Auditors for 2017.

8. JAP had provided a written assurance on 12 March 2018 to the BAC that, in accordance with the terms of all relevant professional and regulatory requirements, they had been independent throughout the audit engagement for 2017.


STATEMENT ON RISK MANAGEMENTAND INTERNAL CONTROL

The Malaysian Code on Corporate Governance requires the Board of Directors to identify the Group’s critical business risks and implement a system to manage these risks as well as to review the adequacy and integrity of the Group’s internal controls system to safeguard shareholders’ investments and the Group’s assets. Paragraph 15.26(b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad requires Directors of listed companies to include a statement in the annual report on the state of the Group’s internal controls for the financial year under review with the guidanceprovidedtoDirectorsassetoutinthe“StatementonRiskManagementandInternalControl:GuidelinesforDirectorsofListed Issuers” issuedby theTaskforceon InternalControlswith thesupportandendorsementofBursaMalaysia Securities Berhad.

Responsibility & Accountability

Board

The Board acknowledges its responsibility in instituting a system of internal controls that covers all aspects of the business including strategic, commercial, operational and financial areas.

It recognises that reviewing the Group’s system of internal controls is a concerted and continuing process, designed to manage rather than to eliminate the risk of failure in achieving business objectives. As a result, the system effected by the Company’s Board and Management, can only provide reasonable but not absolute assurance on the achievement of the Group’s objectives.

TheBoardhasreceivedassurancefromtheGroupChiefExecutiveOfficer(“GCEO”)andGroupChiefFinancialOfficer(“GCFO”)thattheGroup’sriskmanagementandinternalcontrolssystemisoperatingadequatelyandeffectively,inallmaterial aspects.

The Board confirms that there is an ongoing process of identifying, evaluating and managing all significant risks faced by the Group throughout the year and up to the date of approval of the Annual Report and Financial Statement. The Group includes material joint ventures and associated companies.

TheGrouphasformedanEnterpriseRiskManagement(“ERM”)Committee,whichconsistsoftheManagement,anditsRiskCoordinators(“RC”)withmeetingsheldeveryquartersincetheyear2016.Tofurtherenhancetheeffectivenessofriskmanagement,BoardofRiskCommittee(“BRC”)wasestablishedonthe23rdofNovember2016andwillholditsfirstmeeting in Q1 2017 to further provide oversight on risk management matters relating to the activities within the Group and ensure prudent risk management over the Group’s businesses and operations. The following Board Committees have been set up to promote transparency, governance and accountability:

• BoardAuditCommittee• BoardRiskCommittee• TenderBoardCommittee• BoardNomination&RemunerationCommittee

Management

The Management is responsible in ensuring risk management is adequately carried out, as part of their responsibility in evaluating and making key strategic and operational decision. The Management provides oversight for risk management and internal control implementation across the Group and reviewing, monitoring and taking action as required. Furthermore, the Management ensures that corporate level risks are being reviewed and actions are appropriately followed up by respective Divisions.

Management has set up the following committees to monitor, direct and provide on-going assessment to ensure that the Group’s businesses follow its business plans and established policies:

• GroupManagementProcurementCommittee• GroupExecutiveCommittee• GroupHumanResourceCommittee


STATEMENT ON RISK MANAGEMENTAND INTERNAL CONTROL (cont’d)

Risk Management Framework

The Board has established a risk management framework for the Group by adopting the risk management process. This framework designed by the Company’s Directors, Management and other personnel, is a process to identify, evaluate, monitor and manage principal risks that will provide reasonable assurance regarding the achievement of the following objectives:-

• Effectivenessandefficiencyofoperations;• Reliabilityoffinancialreporting;• Compliancewithapplicablelawsandregulations;and• SafeguardingoftheGroup’sassets.

The ERM Committee continuously reviews the adequacy and effectiveness of the risk management processes that are in place within the Group.

Toproperlymanagerisks,theBoardrecognizesthefactthatanappropriateandsoundsystemofinternalcontrolshouldbeinplace.TheBoardhasadoptedtheCommitteeofSponsoringOrganisationsoftheTreadwayCommission’s(“COSO”)Internal Control – Integrated Framework which comprises the following five (5) fundamental components that include control environment, risk assessment, control activity, information and communication and monitoring.

Risk Management Process

The Group’s risk management process describes the five-step process of risk assessment and risk treatment in the context of external and internal environments. This process is applied throughout the Group, whereby risks preventing the achievement of objectives are identified, assessed, mitigated and reviewed and communicated to the Board, Management and relevant stakeholders.

Monitor Performance

Identify Risk

Implemen

t Miti

gatio

n St

rategy

RISK MANAGEMENTPROCESS

• Self-Assessment• Risk Owner

• Impact• Likehood

Accept •Share •

Mitigate •Avoid •

Plan •Risk Owner •

Plan R

esponse Strategy



Asaresult,theGroup’sstrategicriskprofilewasdevelopedreflectingthekeyriskpreventingtheGroupfromachievingitsstrategic objectives. In addition, risk profiles for all divisions, departments and subsidiaries in the Group were generated asanoutcomeoftheriskmanagementprocess.Theseriskprofilesreflecttheriskappetiteoftherespectivedivisions,departments and subsidiaries as the risk applied is based on the likelihood and impact parameters that have been approved by the respective heads.

1. Control Environment

TheBoardandthemanagementsetthetoneoftheorganizationandinfluencethecontrolconsciousnesswithinall levels of employees. The Group is committed in ensuring that an adequate control environment is maintained. Among the measures taken are as follows:-

a. The Group has formulated a risk management framework to guide personnel in identifying, assessing, managing and reporting the risks;

b. The Group had also established and distributed to all levels of personnel the Internal Policy and Procedures (“IPP”)onPropertyDevelopment,PropertyServices,ProjectManagement,TenderingaswellasConstructionManagement. The said policies and procedures, amongst others, define the authority, responsibility and accountability of the relevant personnel within the Group business functions. Changes in strategic plans, objectives and goals are immediately disseminated and communicated to the employees;

c. In line with the existence of Human Resource Policies and Procedures in place, the Group had also adopted and practised the Ethical Code of Conduct which further provides guidance to all employees in their day-to-day conduct of business transactions. Added to that, all employees are requested to make a formal disclosure as towhether they are engaged in activities thatmay have any conflictwith theCompany’sinterests.

2. Risk Assessment & Evaluation

TheBoardisawarethateveryorganizationfacesavarietyofrisksfromexternalandinternalsourcesthatmustbe assessed. A pre-condition to risk assessment is the establishment of objectives, linked at various levels and internally consistent. Risk assessment is the identification and analysis of relevant risks affecting the achievement of the objectives, forming a basis for determining how the risks should be managed. To ensure that the Board is satisfied that the key business risks have been identified and are being addressed, a structured risk-control process has been established. Risk issues are updated and reviewed by the Management, ERM Committee and Internal Auditors. All risk-control reports from the respective risk owners/operating units are compiled and assessed quarterly. Results are presented to the Board Risk Committee for notification and endorsement from time to time.

Risk assessment is performed in determining the severity (impact) and probability (likelihood) of occurrence of the risks. The risk assessment considers the range of potential severity and how likely these would occur. A product of the risk severity and probability will provide the risk rating and is evaluated using a risk matrix and this is used as thebasistoprioritizetherisks.

The comparison of estimated risks levels against established criteria and deciding if the risk is within tolerable limits was used to evaluate the risks. If the levels of risks are within acceptable limits, or if the costs of addressing the risk outweigh the potential loss from the risk, then that risk may be accepted as a control exception and further risk treatment may not be required. The management has made conscious decision to accept that risk and not expend further effort in trying to control it.

3. Control Activities

Control activities help to ensure that necessary actions are taken to address risks that may hinder the achievement oftheorganization’sobjectives.Controlactivitiesoccurthroughouttheorganization,atalllevelsandinallfunctions.Internal controls are enforced through policy manuals, jobs description and functions, operating procedures, delegation,authorization,etc.Appropriatecontrolactivitieshavebeendesignedandputinplaceonallaspectsofbusiness operating functions. Among the key control activities currently undertaken by the Group are:-

• Regularreviewofcomprehensiveinformation/reportsprovidedbytheManagementtotheBoardcoveringfinancial and operational performance and key business indicators;



• RegularManagementmeetingstoobtainfeedbackontheprogressofactivitiesundertakenbytheoperating/business units to rectify any shortcomings or problems affecting the implementation plan;

• Visitstooperating/businessunitsbymembersoftheBoardandSeniorManagement;• Regularinternalauditvisitstositestoreviewandappraisethesystemsofinternalcontrolsinplacetoensure

that these controls are effective and working as intended; • Regularreconciliations,forexamplebanks’reconciliations,toensurethatalltransactionsareaccountedfor;• EffortstosafeguardtheCompany’sassetsthroughadequate insurancecoverageovertheGroup’smajor

assets against fire threat; • Segregation of duties and physical security of assets e.g. limit access to assets, systems and records;

establish clear control of assets and custodial responsibility; and • Risk-control reports togetherwithactionplansarepreparedby theriskownersandsubmittedtoRCfor

monitoring purposes. The RC shall ensure that all action plans are implemented.

4. Information and Communication Process

TheGrouphasawell-definedandclear lineofcommunicationwithin theGroup’sorganizationalstructure.Thestructure ensures that the Board receives timely, relevant and reliable reports on business activities, progress and related information for decision-making. Periodic reports are compiled containing operational, financial, compliance-related information and information on external events and activities for business decision-making and external reporting.

The Group has effective communication channels, through reports, briefings, meetings, discussions, internal memorandum and website, to communicate and disseminate relevant and important information on a timely basis.

5. Continuous Monitoring Process on the Adequacy and Integrity of the System of Internal Control

TheBoardrecognizesthefact that internalcontrolsystemsneedtobecontinuouslymonitored,aprocessthatassesses the quality of the system’s performance over time. This is accomplished through ongoing monitoring activities, separate evaluations or a combination of both. Ongoing monitoring occurs in the course of operations through regular internal audit reviews on internal control system as well as management and supervisory activities over the business functions.

The Management provides regular and comprehensive information/reports to the Board covering financial performance and key business indicators. The Internal Auditors have been in existence and are independent of the activities they audit.

The Internal Auditors report functionally to the Board Audit Committee and administratively to the GCEO. They perform regular reviews of business processes to assess the effectiveness of the internal controls, conduct audit visits to key business units of the Group on a planned basis and issue audit reports on their findings and recommendations for the review of the Audit Committee.

The Audit Committee conducts a review on the results of the internal audit programme or investigation undertaken and determines whether the Management has taken the appropriate actions on the recommendations made by the Internal Auditors.



Risk Monitoring & Result for the Year 2017

In2017,theGroupuseseffectiverisktoolstomeasureriskprofilematrixscoringandprioritizationaspartofitsmonitoringprocess. The risk profile matrix scoring encompasses the risks’ severity and probability in which the Group will then prioritizetheprobabilityoftherisksoccurrenceagainstitsmagnitudeofimpact.

Identification of DBHD Group Risk

14 KRIs and 26 Action Plans were identified and recorded during the first quarter of the year, which later had been significantly reduced to 7 KRIs and 15 Action Plans by end of the year.

Risk Review for the Financial Year

Throughout the financial year of 2017, the Group via its ERM Committee has conducted a risk engagement program to alldivisions.ThemonitoringreportswereassessedandanalyzedfordeliberationintheBoardofRiskCommittee,heldtwice in the financial year of 2017.

The reports also indicated major risk area of concerns and highlighted mitigating actions that were in place. Upon identifying significant risks posed within the Group, the management of the risks for the financial year of 2017 is outlined below:

1. Transfer Risk

Overtheyears,theGroupfacedrisksthatcontributedtothefluctuationoftheGroup’sperformancewhichamongothers has dragged the Group’s achievement. In mitigating such exposure, the Group has assessed and reduced the risk by way of a comprehensive study and a feasibility analysis.

The Board has acknowledged the impact of the risk within the Group’s business activities and ensures that the risk management is thoroughly exercised within the Group.

2. Cash Flow Management Risk

Since the establishment of the ERM Committee, the Group has effectively operated and monitored its debtors and creditors aswell as the centralization of the financial aspect of theGroup and such initiative is led by adedicatedunit tooverseecashflowmanagement fromtimetotime.Bytheendof thefinancialyear2017, theGrouphasmaterializedseveralstrategiesinbalancingtheinflowandoutflowoftheGroup’sfinancialbook.TheGroupundertakesacontinuoussupervisionandmonitoringofthecashflowmanagementspecificallytoshapeabetter productivity to the Group.

Pro

bab

ility

of O

ccur

renc

e

Magnitude of Severity

3 01 1 1 1

Low SeverityLow Probability

1-4 (L)

High SeverityLow Probability

9-16

Low SeverityHigh Probability

3-8

High SeverityHigh Probability

20-25

Risk Identification

• Risk priority is given to those with high severity andprobability score

• InQ12017,atotalof14KeyRiskIndicators(KRI)wereidentified with 26 action plans

• InQ22017,atotalof7KeyRiskIndicators(KRI)wereidebtified with 15 action plans

Source: The identification of key risk indicator (“KRI”) as presented during Board Risk Management Committee (“BRMC”) in August 2017



TheBoardhasacknowledgedthereportingofthefinancialperformanceandensuresthatthecashflowmanagementrisk is well managed by the Group.

3. Operational Risk

The Group faced human capital risk due to the outdated remuneration packages and lack of skilled workforce. Thus, the Group has introduced various measures to sustain human capital by way of providing training and workshop to the workforce as well as ensuring the competitiveness of the remuneration benefits for the workforce in the Group. The Group has also mitigated operational risk by streamlining policies and governance benefiting the businesses of the Group.

The Board has acknowledged the operational risk and ensures that the mitigation and action plans are in place to minimizetherisktotheGroup.

Internal Audit Function

TheGrouphasanInternalAuditDepartment(“IAD”),whichreportsdirectlytotheAuditCommittee.Itsroleistoprovidethe Board with the assurance it requires regarding the adequacy and integrity of internal control across the Group.

IAD reviews the internal control processes in the key activities of the Group’s businesses by adopting a risk-based internal audit approach and reports directly to the Audit Committee. Reports on internal audit findings together with recommendations for Management actions are presented to the Audit Committee where it then reports to the Board of Directors by the Audit Committee on a quarterly basis or as appropriate.

For each financial year, IAD prepares annual Internal Audit Plan and presents it to the Audit Committee for their approval. The scope of work in the Audit Plan encompasses review of financial and operational activities within the Group.

The IAD has completed the planned audits for the year and will closely monitor the implementation progress of its audit recommendations to ensure that all major risks and control concerns have been duly addressed by the Management. All internal audit reports together with the recommended action plans and their implementation status have been presented to the Management and Audit Committee.

State of Internal Control During the Period Under Review

The Board is satisfied with the adequacy, effectiveness and integrity of the systems of risk management and internal control and is committed through improving when necessary to further enhance the Group’s system of risk management and internal control. The system of risk management and internal control of the Group is regularly reviewed by the Audit Committee and in the 2017 onwards; BRC is to enhance the oversight of risks management.

Review of the Statement by External Auditors

As required by Paragraph 15.23 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the External Auditors have reviewed this Statement on Risk Management and Internal Control. Their limited assurance review wasperformedinaccordancewithRecommendedPracticeGuide(“RPG”)5(Revised)issuedbytheMalaysianInstituteof Accountants. RPG 5 (Revised) does not require External Auditors to form an opinion on the adequacy and effectiveness of the risk management and internal control systems of the Group.

This statement is made in accordance with the resolution of the Board of Directors dated 12 March 2017.


STATEMENT ON DIRECTORS’ RESPONSIBILITY

The Directors consider that, in preparing the financial statements of the Company and of the Group for the financial year ended 31 December 2017, the Company and the Group have used appropriate accounting policies, consistently applied and supported by reasonable and prudent of judgements and estimates. The Directors also consider that all applicable approved accounting standards in Malaysia have been followed and confirm that the financial statement have been prepared on a going process basis.

The Directors are responsible for ensuring that the Company and its subsidiaries keep accounting records which disclose with reasonable accuracy at any time the financial statements comply with the provisions of the Companies Act, 2016. The Directors are also responsible for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

This Statement is made in accordance with the resolution of the Board of Directors dated 12 March 2018.


RECURRENT RELATED PARTY TRANSACTIONS

Transacting Parties

Relationship of transacting party Nature of Transaction

Aggregate Value of

Transaction Financial Year 2017 (RM’000)

JCorp Group –DBHD Group

JCorp is a substantial shareholder of DBHD, by virtue of Section 7 of the Act

Rental of office space to DBHD Group and other related operational expenses.

2

JCorp Group –DBHD Group


Miscellaneous services rendered by JCorp to DBHD Group (for example secretarial services, share registrar services, staff training, project management services, consultancy services internal audit services and others).

489

JCorp Group - DR (Johor) S/B & DBHD


Miscellaneous services offered by DBHD to JCorp Group such as supplier, contractor or project manager of construction projects and sales, marketing agent and other related services.

10,169

KPJ Group - HTS KPJ is an associate of JCorp. JCorp is a substantial shareholder of DBHD by virtue of Section 7 of the Act

Consultancy services for hospital planning, commissioning, construction and operation provided by HTS.

4,010

KPJ Group – HTS KPJ is an associate of JCorp. JCorp is a substantial shareholder of DBHD by virtue of Section 7 of the Act

Facility management services for hospital provided by HTS.

1,476

JCorp Group - MPM

JCorp is a major shareholder of DBHD by virtue of Section 7 of the Act

Rental of spaces for parking operations to MPM 2,353

KPJ Group – MPM KPJ is an associate of JCorp. JCorp is a substantial shareholder of DBHD by virtue of Section 7 of the Act

Rental of spaces for parking operations to MPM 1,783

JCorp Group - TMR


Facility management services for commercial buildings provided by TMR

1,443


Transacting Parties

Relationship of transacting party Nature of Transaction

Aggregate Value of

Transaction Financial Year 2017 (RM’000)

JCorp Group – TMR & HCD


Cleaning services offered by HCD and TMR and other related expenses (ie. rental of cleaning equipment, sales of toiletries, rental of toilet equipment and others)

2,505

KPJ Group - HCD KPJ is an associate of JCorp. JCorp is a substantial shareholder of DBHD by virtue of Section 7 of the Act

Cleaning services offered by HCD and other related expenses (i.e. rental of cleaning equipment, sales of toiletries, rental of toilet equipment and others)

14,406

#DamansaraRealtyBerhad(“DBHD”)

RECURRENT RELATED PARTY TRANSACTIONS (cont’d)


ADDITIONAL COMPLIANCE INFORMATION

UTILISATION OF PROCEEDS

During the financial year, the proceeds from the issuance of Redeemable Convertible Notes (RCN) are to be utilised for financing of property development activities and working capital requirements as follows:

Purpose Proposed Utilisation

Utilised as at 31/12/2017

Subsequent to year end

Balance

Financing of property development activities Working capital requirements Estimated expenses in relation to the Proposed Notes Issued

77,000

61,000

12,000

-

2,161

839

-

4,635

365

77,000

54,204

10,796

Total 150,000 3,000 5,000 142,000

The information of the RCN is explained further in the Notes 28 of the Audited Financial Statement as per this Annual Report.

AUDIT FEES AND NON-AUDIT FEES

Thefeespaid/payabletotheExternalAuditors,Messrs.Jamal,Amin&Partners(“JAP”)inrelationtotheauditandnon-audit fees for the financial year ended 31 December 2017 are as follows:

Group (RM) Company (RM)

Audit fee 438,000 67,000

Non- audit fee 51,000 5,000

Total 489,000 72,000

MATERIAL CONTRACT

Except as otherwise disclosed in this report, there were no material contracts involving Directors and Substantial Shareholders entered by Damansara Realty Berhad for the FY2017

RELATED PARTY TRANSACTIONS AND RECURRENT RELATED PARTY TRANSACTIONS (“RPT AND RRPT”)

All RPT including RRPT entered into by the Group were made in the ordinary course of business and on substantially the same terms as those prevailing at the time for comparable transactions with other persons or charged on the basis of equitable rates agreed between the parties. All RPT are reviewed by the Board Audit Committee and reported to the Board.At the forthcoming AGM to be held on 27 June 2018, the Company intends to seek its shareholders’ approval to renew the existing mandate for recurrent related party transactions of a revenue or trading nature. The details of the shareholders’ mandate to be sought will be furnished in the Circular to Shareholders dated 30 April 2018 attached to this Annual Report.

We believe in challenging ourselves and pushing the boundaries to reach greater achievements for the Company. As we continue to serve our customers and stakeholders better, the combination of operational excellence, high performance, service delivery, and people development will continue to be the pillars for our continued growth, creating a business that is dynamic, relevant and sustainable, that delivers on the expectations of our shareholders and stakeholders.

Excellence

FINANCIAL STATEMENTS

Directors’ ReportStatement by DirectorsStatutory DeclarationIndependent Auditors’ ReportStatements of Comprehensive IncomeStatements of Financial PositionStatements of Changes in EquityStatements of Cash FlowsNotes to the Financial StatementsSupplementary Information

7680808186

87899294

149


DIRECTORS’ REPORT

The directors have pleasure in submitting their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2017. Principal activities The principal activities of the Company are investment holding and project management. The principal activities of the subsidiaries are described in Note 17 to the financial statements. There has been no significant change in the nature of the principal activities during the financial year.

Results

Group Company RM’000 RM’000

Profit for the year 17,857 1,546

Profit attributable to:Owners of the parent 17,015 1,546Non-controlling interests 842 -

17,857 1,546

There was no material transfer to or from reserves or provisions during the financial year other than as disclosed in the financial statements.

In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature other than the readoption of FinancialReportingStandards(“FRS”)asfurtherdisclosedinNote2.2tothefinancialstatements.

Dividends

No dividends have been paid or declared since the end of the previous year. The directors do not recommend dividend to be paid in respect of the current financial year.

Shares and Debentures

During the financial year:-

a) the Company did not issue any new debentures.

b) theCompanyissuedRM3.0millionRedeemableConvertibleMediumTermNotes(“RCN”)forfinancingofpropertydevelopment activities and working capital requirements. RCN of RM0.5 million were converted into 1,000,000 new ordinary shares of the Company at conversion price of RM0.50 per share. The salient terms of the RCN are disclosed in Note 28 to the financial statements. The new ordinary shares issued rank pari passu in all respects with the existing ordinary shares of the Company.


DIRECTORS’ REPORT (cont’d)

Bonus Issues of Warrants

The Warrants are listed on the Main Market of Bursa Malaysia Securities Berhad with effect from 8 November 2017. Each Warrant carried the right to subscribe for 1 new ordinary share of RM0.58 each in the Company at any time from 4 October 2017 up to the expiry date on 4 December 2020, at an exercise price of RM0.58 for each new share. Any warrant not exercised by the expiry of the exercise period will lapse and cease to be valid for all purposes.

No warrants were issued during the financial year.

Share Options

No option 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 excersice of any option to take up unissued shares of the Company. As of the end of the financial year, there were no unissued shares of the Company under options.

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:

Dato’AhmadZahribinJamil(Chairman)Dato’ Daing A Malek bin Daing A RahamanZainahbintiMustafaAbdullah bin Md YusofWanAzmanbinIsmailDatuk Md Othman bin Hj YusofDato’ Mohd Aisom bin OmarShahrizambinA.Shukor

Directors’ Interest

According to the register of directors’ shareholding under section 59 of the Companies Act, 2016, the interests of directors in office at the end of the year in the ordinary shares of the Company and its related corporations during the financial year are as follows:

Number of ordinary shares of RM0.50 eachName of director 01.01.2017 Acquired Sold 31.12.2017

Direct interest in the Company:Dato’AhmadZahribinJamil 20,000 - - 20,000

Indirect interest in the Company:Dato’ Daing A Malek bin Daing A Rahaman* 157,816,580 - - 157,816,580

* Held through Seaview Sdn. Bhd.

By virtue of his interest in the holding company, Dato’ Daing A Malek bin Daing A Rahaman is deemed to have an interest.

None of the other directors in the office at the end of the financial year have interest in shares of the Company or its related corporations during the year.



Directors’ Remunerations

The details of the directors’ remuneration paid or payable to the directors of the Group and of the Company during the financial year are disclosed in Note 11 to the financial statements.

Indemnifying Directors, Officers or Auditors

No indemnities have been given or insurance premiums paid, during or since the end of the year, for any person who is or has been the director, officers or auditor of the Company.

Directors’ Benefits

During and at the end of the financial year, no arrangements subsisted to which the Company is a party, with the object or objects of enabling directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.

Since the end of the previous financial year, no director of the Company has received or become entitled to receive a benefit 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.

Other Statutory Information

Before the financial statements of the Group and of the Company were prepared, the directors took reasonable steps:

(a) to ascertain that proper action had been taken in relation to the writing-off of bad debts and the making of allowance for doubtful debts and satisfied themselves that there were no known bad debts and that adequate allowance had been made for impairment losses on receivables; and

(b) to ensure that any current assets which were unlikely to be realised at their book values 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 have been written down to an amount which the current assets might be expected so to realise.

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

a) that would require the writing-off of bad debts or the amount of the allowance for doubtful debts inadequate to any substantial extent in the financial statements of the Group and of the Company; or

b) which would render the values attributed to current assets in the financial statements of the Group and of the Company misleading; or

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

d) not otherwise dealt with in this report or financial statements which would render any amount stated in the financial statements of the Group and of the Company misleading.

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

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; or

b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.



Other Statutory Information (cont’d)

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 its obligations as and when they fall due.

In the opinion of the directors:

a) the results of the operations of the Group and of the Company during the year were not substantially affected by any item, transaction or event of a material and unusual nature.

b) 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. Any item, transaction or event of a material and unusual nature which is likely to affect substantially the results of operations of the Group and of the Company for the financial year in which this report is made.

Holding Company

The Company is a subsidiary of Seaview Holdings Sdn. Bhd., a company incorporated in Malaysia.

Auditors’ Remunerations

Total amounts paid to or receivable by the auditors as remunerations for their services as auditors are as follows:

Group Company 2017 2017 RM’000 RM’000

Statutory audit 438 67Other services 51 5

489 72

Auditors

The auditors, Messrs. Jamal, Amin & Partners, Chartered Accountants, have indicated their willingness to accept reappointment in accordance with Section 267(4) of the Companies Act, 2016.

Signed on behalf of the Board of Directors in accordance with a resolution of the directors dated 12 March 2018.

Dato’AhmadZahribinJamil Dato’DaingAMalekbinDaingARahaman


I,ZainAzraibinZainuddin,being theofficerprimarily responsible for thefinancialmanagementofDamansaraRealtyBerhad, do solemnly and sincerely declare that the accompanying financial statements set out on pages 86 to 148 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.

Subscribed and solemnly declaredbytheabovenamed,ZainAzraibinZainuddinatKualaLumpurintheFederalTerritoryon12March2018. ZainAzraibinZainuddin

Before me,

We,Dato’AhmadZahribinJamilandDato’DaingAMalekbinDaingARahaman,beingtwoofthedirectorsofDamansaraRealty Berhad, do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages86to148aredrawnupinaccordancewiththeFinancialReportingStandards(“FRSs”)andCompaniesAct,2016in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2017andoftheirfinancialperformanceandcashflowsfortheyearthenended.

The information set out in Note 36 to the financial statements on page 149 have been prepared in accordance with the Guidance on Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure pursuant to the Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.

Signed on behalf of the Board in accordance with a resolution of the directors dated 12 March 2018.

Dato’AhmadZahribinJamil Dato’DaingAMalekbinDaingARahaman

STATEMENT BY DIRECTORSPursuant to Section 251 (2) of the Companies Act, 2016

STATUTORY DECLARATIONPursuant to Section 251 (1) of the Companies Act, 2016


INDEPENDENT AUDITORS’ REPORTto the members of Damansara Realty Berhad (Incorporated in Malaysia)

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Damansara Realty Berhad, which comprise the statements of financial position as at 31 December 2017 of the Group and of the Company, and the statements of comprehensive income, statementsofchangesinequityandstatementsofcashflowsoftheGroupandoftheCompanyfortheyearthenended,and notes to the financial statements, including a summary of significant accounting policies, as set out on pages 86 to 149.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and oftheCompanyasat31December2017,andoftheirfinancialperformanceandtheircashflowsfortheyearthenendedin accordance with Financial Reporting Standards and the requirements of the Companies Act, 2016 in Malaysia.

Basis for Opinion

We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence and Other Ethical Responsibilities

We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and Practice)of theMalaysian InstituteofAccountants (“By-Laws”)and the InternationalEthicsStandardsBoard forAccountants’ Code of Ethics for Professional Accountants (“IESBA Code”), and we have fulfilled our other ethicalresponsibilities in accordance with the By-Laws and the IESBA Code.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the Group and of the Company for the current year. These matters were addressed in the context of our audit of the financial statements of the Group and of the Company as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

KEY AUDIT MATTERS HOW OUR AUDIT ADDRESSED THE KAM

1 Impairment of assets

a. Trade and other receivables (Note 22 to the Financial Statements)

The management conducted their impairment test to assess the recoverability and consider whether there were indicators of impairment of the trade and other receivables. Based on managements’ assessment, there were indicators for impairment and management had written off some debtors during the current financial year.

Given the nature of these assets, the assessment of impairment requires the application of significant judgement.

Our audit procedures included, among others;

• Reviewed theGroup’s tradeandother receivablesschedule of debtors written off prepared by management.

• Evaluatedthereasonablenessof themethodsandassumptions used by management to estimate the debtors written off.

• Performedtestontheaccuracyandcompletenessof the data used by management to assess the impairment.


INDEPENDENT AUDITORS’ REPORTto the members of Damansara Realty Berhad (Incorporated in Malaysia) (cont’d)

Key Audit Matters (cont’d)

KEY AUDIT MATTERS HOW OUR AUDIT ADDRESSED THE KAM

1 Impairment of assets (cont’d)

b. Investment properties (Note 16 to the Financial Statements)

The carrying value of investment properties amounted to RM89.17 million. Significant judgement was used by the management in determining the fair value of investment properties.


• Evaluatedthereasonablenessof themethodsandassumptions used by management to estimate the fair values.

• Comparedthefairvalueoftheinvestmentpropertiesderived by the management with available external information.

c. Goodwill On Consolidation (Note 20 to the Financial Statements)

Goodwill arises as a result of acquisitions by the TMR Group. Under FRS, the Group is required to annually test goodwill for impairment. This assessment require the exercise of significant judgement about future market conditions, including growth rates and discount rates, particularly those effecting the business of TMR Group.


• Criticallyevaluatingthedeterminationofthecash-generating units;

• Assessedthediscountrateusedindeterminingtherecoverable amounts of the respective CGUs;

• Evaluated the reasonableness of the keyassumptions used by the management in the cash flow projections by comparing it to the historicalinformation and approved budgets.

2. Revenue Recognition

Revenue of the Group represents by revenue from property development, integrated facility management (IFM) and project management consultancy (PMC).

In current year, revenue was recognised at RM249.74 million. Significant judgement was used by the management in determining the method and basis of revenue recognition.


• ReviewedthemethodandbasisusedbytheGroupto recognise revenue.

• Evaluated the application of methods andreasonableness of the basis used by management to recognise the revenue.

• Performed test on the completeness of the dataused by management.

• Assessed the reasonableness of the percentageof completion for the work performed by agreeing to supporting documentation i.e sales and purchase agreements, external quantity surveyors’ certifications, agreements and progress reports with acknowledgement of acceptance by the customers.

Information Other than the Financial Statements and Auditors’ Report Thereon

The directors of the Company are responsible for the other information. The other information comprises the Director’s Report but does not include the financial statements of the Company and our auditors’ report thereon.

Our opinion on the financial statement of the Group and of the Company does not cover the other information and we do not express any form of assurance conclusion thereon.



Information Other than the Financial Statements and Auditors’ Report Thereon (cont’d)

In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements of the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of these other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Statements

The directors of the Company are responsible for the preparation of financial statements of the Group and of the Company that give a true and fair view in accordance with Financial Reporting Standards and the requirements of the Companies Act, 2016 in Malaysia. The directors are also responsible for such internal control as the directors determine is necessary to enable the preparation of financial statements of the Group and of the Company that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements of the Group and of the Company, the directors are responsible for assessing the Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with approved standard on auditing in Malaysia and International Standard on Auditing will always detect a material misstatement when it exist. Misstatements can arise from fraud or error and are considered materialif,individuallyorintheaggregate,theycouldreasonablybeexpectedtoinfluencetheeconomicdecisionsofusers taken on the basis of these financial statements.

As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• IdentifyandassesstherisksofmaterialmisstatementofthefinancialstatementsoftheGroupandoftheCompany,whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group and of the Company’s internal control.

• Evaluatetheappropriatenessofaccountingpoliciesusedandthereasonablenessofaccountingestimatesandrelated disclosures made by the directors.

• Concludeontheappropriatenessofthedirectors’useofthegoingconcernbasisofaccountingand,basedonthe audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s or the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements of the Group and of the Company or, if such disclosure are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the company to cease to continue as a going concern.



Auditors’ Responsibilities for the Audit of the Financial Statements (cont’d)

• Evaluatetheoverallpresentation,structureandcontentofthefinancialstatementsoftheGroupandoftheCompany,including the disclosures, and whether the financial statements of the Group and of the Company represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtainsufficientappropriateauditevidenceregardingthefinancialinformationoftheentitiesorbusinessactivitieswithin the Group to express an opinion on the financial statements of the Group. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial statements of the Group and of the Company for the current year and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumtances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

In accordance with the requirements of the Companies Act, 2016 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 accounts and the auditors’ reports of all the subsidiaries of which we have not acted as auditors, which are indicated in Note 17 to the financial statements, being accounts that have been included in the consolidated accounts.

(c) We are satisfied that the accounts of the subsidiaries that have been consolidated with the Company’s financial statements of the Company 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) Our audit reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment required to be made under Section 266(3) of the Act.

Other reporting responsibilities

The supplementary information set out in Note 36 on page 149 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issuedbytheMalaysianInstituteofAccountants(“MIAGuidance”)andthedirectiveofBursaMalaysiaSecuritiesBerhad.In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.



Other matters

This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act, 2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

JAMAL, AMIN & PARTNERS AHMAD HILMY BIN JOHARIAF: 1067 No. 2977/03/18(J)Chartered Accountants Chartered Accountant

Kuala Lumpur, Malaysia12 March 2018


STATEMENTS OF COMPREHENSIVE INCOMEFor the financial year ended 31 December 2017

Group Company Note 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Revenue 4 249,742 183,596 7,239 7,142Cost of sales (194,444) (164,283) - -

Gross profit 55,298 19,313 7,239 7,142Other items of income: Interest income 5 192 319 10 76 Dividend income from subsidiaries 6 - - 1,334 1,400 Other income 7 28,961 14,481 10,115 8,716Other items of expense: Depreciation (2,195) (2,482) (475) (573) Finance costs 8 (1,345) (9,955) (278) (292) Employee benefits expense 9 (34,134) (20,614) (14,082) (7,550) Other expenses (27,483) (25,379) (4,229) (6,932) Share of loss of associate company (166) - - -

Profit/(Loss) before tax 10 19,128 (24,317) (366) 1,987Income tax expense 12 (1,271) (3,417) 1,912 (1,912)

Profit/(Loss) for the year 17,857 (27,734) 1,546 75

Other comprehensive income/(loss), net of taxForeign currency translation differences for foreign operations 547 347 - -

Total comprehensive income/(loss) for the year 18,404 (27,387) 1,546 75

Profit/(Loss) attributable to:Owners of the parent 17,015 (26,827) 1,546 75Non-controlling interests 842 (907) - -

17,857 (27,734) 1,546 75

Total comprehensive profit/(loss) attributable to:Owners of the parent 17,562 (26,480) 1,546 75Non-controlling interests 842 (907) - -

18,404 (27,387) 1,546 75

Group 2017 2016

Basic profit/(loss) per share attributable to owners of the parent (sen per share)

For the year (Note 13) 5.48 (8.67)

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.


STATEMENTS OF FINANCIAL POSITIONAs at 31 December 2017


Assets Non-current assets Property, plant and equipment 14 25,026 23,216 530 933 Land held for property development 15 59,709 227,342 - - Investment properties 16 89,177 3,054 1,491 3,054 Investment in subsidiaries 17 - - 28,833 27,333 Deferred tax assets 18 530 779 - - Other investments 19 51 51 51 51 Goodwill on consolidation 20 1,410 1,410 - - 175,903 255,852 30,905 31,371 Current assets Property development costs 15 16,522 - - - Inventories 21 3,195 4,000 - - Trade and other receivables 22 81,481 51,815 67,370 63,286 Other current assets 23 12,153 5,385 11 206 Cash and bank balances 24 27,472 25,672 795 354

140,823 86,872 68,176 63,846 Total assets 316,726 342,724 99,081 95,217



STATEMENTS OF FINANCIAL POSITIONAs at 31 December 2017 (cont’d)


Equity and liabilities Current liabilities Loans and borrowings 25 18,912 14,230 3,646 7,480 Trade and other payables 26 119,337 227,298 48,142 44,972

138,249 241,528 51,788 52,452 Net current assets/(liabilities) 2,574 (154,656) 16,388 11,394 Non-current liabilities Other payables 26 9,850 - - - Loans and borrowings 25 12,375 5,013 2,244 78 Deferred tax liabilities 18 533 480 - -

22,758 5,493 2,244 78 Total liabilities 161,007 247,021 54,032 52,530 Net assets 155,719 95,703 45,049 42,687 Equity attributable to owners of the parent Share capital 27 155,341 154,685 155,341 154,685 Share premium 27 - 156 - 156 Merger deficit 27 (18,568) (18,568) - - Redeemable Convertible Notes 28 316 - 316 - Accumulated losses (29,449) (47,011) (110,608) (112,154)Exchange reserve 27 (1,925) (1,378) - - Revaluation reserve 27 41,603 - - - Capital reserve 27 85 85 - -

147,403 87,969 45,049 42,687 Non-controlling interests 8,316 7,734 - -

Total equity 155,719 95,703 45,049 42,687 Total equity and liabilities 316,726 342,724 99,081 95,217



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STATEMENTS OF CHANGES IN EQUITY - COMPANYFor the financial year ended 31 December 2017 (cont’d)

Non-distributable Share Share Redeemable Accumulated Equity capital premium Convertible losses Total Notes RM’000 RM’000 RM’000 RM’000 RM’000

2017 At 1 January 2017 154,685 156 - (112,154) 42,687 Transfer from share premium 156 (156) - - - Conversion of Redeemable ConvertibleNotes(“RCN”) 500 - - - 500Estimated equity component of RCN - - 316 - 316 Total comprehensive income - - - 1,546 1,546 At 31 December 2017 155,341 - 316 (110,608) 45,049

2016 At 1 January 2016 154,685 156 - (112,229) 42,612 Total comprehensive income - - - 75 75

At 31 December 2016 154,685 156 - (112,154) 42,687



STATEMENTS OF CASH FLOWSFor the year ended 31 December 2017

Group Company 2017 2016 2017 2016 RM’000 RM’000 RM’000 RM’000

Cash flow from operating activities Profit/(Loss) before tax 19,128 (24,317) (366) 1,987Adjustments for: Interest income (192) (396) (2,860) (76) Interest expense 1,345 562 278 5,258 Impairment loss on financial assets: - Trade receivables 1,555 1,541 - - - Other receivables 1,811 - - - Creditors write back (5,950) (11,764) (3,956) (7,968) Depreciation of property, plant and equipment 6,499 7,307 433 499 Depreciation of investment properties 42 74 42 74 Impairment loss on property, plant and equipment 158 158 - - Gain on disposal of investment properties (979) (16) (979) (16) Gain on disposal of property, plant and equipment - (16) - - Gain on disposal of investment (18,774) - - - Operating profit/(loss) before working capital changes 4,643 (26,867) (7,408) (242) Changes in working capital:- Decrease/(increase) property development cost 151,111 (6,574) - - Decrease/(increase) in inventories 805 (2,345) - - (Increase)/decrease in trade and other receivables (85,883) 7,233 (2,648) (4,003) (Decrease)/increase trade and other payables (89,284) 35,465 9,031 1,283 Increase amount due from subsidiary companies - - (1,241) - Increase amount due to subsidiary companies - - - 50

Cash used In operations (18,608) 6,912 (2,266) (2,912) Taxes paid (448) (6,097) - - Taxes refunded 339 - 7 - Interest paid (1,345) (562) (278) (5,258) Interest received 192 396 2,860 76

Net cash (used in)/generated from operating activities (19,870) 649 323 (8,094) Cash flow from investing activities

Proceed from disposal of property, plant and equipment 23 660 - 1,528 Proceed from disposal of investment properties 2,500 400 2,500 400 Proceeds from disposal of investment 18,800 - - -Purchase of shares in subsidiaries - - (1,500) -Purchase of property, plant and equipment (10,763) (9,715) (30) (73)Proceeds from issuance of shares 500 - 500 -

Net cash generated from/(used in) investing activities 11,060 (8,655) 1,470 1,855



STATEMENTS OF CASH FLOWSFor the year ended 31 December 2017 (cont’d)


Cash flow from financing activities Drawdown of loan 9,744 - 2,500 - Drawdown of lease 2,853 - - - Repayment of loan (2,556) (3,537) (3,852) - Repayment of lease (7,122) (3,504) - - Net cash generated from/(used in) financing activities 2,919 (7,041) (1,352) - Net (decrease)/increase of cash and cash equivalents (5,891) (15,047) 441 (6,239) Cash and cash equivalents at beginning of year 21,174 36,221 354 6,593 Cash and cash equivalents at end of year (Note 24) 15,283 21,174 795 354



NOTES TO THE FINANCIAL STATEMENTSFor the financial year ended 31 December 2017

1. Corporate information

The financial statements of the Group and of the Company have been prepared in accordance with Financial ReportingStandards(“FRS”)andtheCompaniesAct,2016inMalaysia.

Damansara Realty Berhad (“the Company”), a public limited liability company incorporated and domiciled inMalaysia is listed on the Main Market of Bursa Malaysia Securities Berhad. The registered office and principal place of business is located at Lot 10.3 Wisma Chase Perdana, Off Jalan Semantan, Damansara Heights, 50490, Kuala Lumpur.

The immediate and ultimate holding company is Seaview Holdings Sdn. Bhd. which is incorporated in Malaysia.

The principal activities of the Company are investment holding and project management. The principal activities of the subsidiaries are described in Note 17.

There has been no significant changes in the nature of the principal activities during the financial year.

2. Summary of significant accounting policies

2.1 Basis of preparation

The financial statements of the Group and the Company have been prepared in accordance with Financial ReportingStandards(“FRS”)andtherequirementsoftheCompaniesAct,2016inMalaysia.

The financial statements have been prepared on the historical cost basis except as disclosed in the accounting policies below.

The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest thousand (RM’000) except when otherwise indicated.

2.2 Standards issued but not yet effective

The standards that are issued but not yet effective up to the date of issuance of the Group’s and the Company’s financial statements are disclosed below. The Group and the Company intend to adopt these standards, if applicable, when they become effective.

Effective for annual periods beginning Description on or after

•FRS9:FinancialInstruments 1January2018

The directors expect that the adoption of the above standards and interpretations will have no material impact on the financial statements in the period of initial application.


NOTES TO THE FINANCIAL STATEMENTSFor the financial year ended 31 December 2017 (cont’d)

2. Summary of significant accounting policies (cont’d)

2.2 Standards issued but not yet effective (cont’d)

FRS 9: Financial Instruments

InNovember2014,MASBissuedthefinalversionofFRS9FinancialInstrumentswhichreflectsallphasesofthe financial instruments project and replaces FRS 139 Financial Instruments: Recognition and Measurement and all previous versions of FRS 9. The standard introduces new requirements for classification and measurement, impairment and hedge accounting. FRS 9 is effective for annual periods beginning on or after 1 January 2018, with early application permitted.

Retrospective application is required, but comparative information is not compulsory. The Group is currently assessing the financial impact of adopting FRS 9.

Malaysian Financial Reporting Standards (“MFRS Framework”) On19November2011,theMalaysianAccountingStandardsBoard(“MASB”)issuedanewMASBapproved

accountingframework,theMalaysianFinancialReportingStandards(“MFRSFramework”).

The MFRS Framework is to be applied by all Entities Other Than Private Entities for annual periods beginning on or after 1 January 2012, with the exception of entities that are within the scope of MFRS 141 Agriculture (MFRS 141) and IC Interpretation 15 Agreements for Construction of Real Estate (IC 15), including its parent, significant investor and venturer (herein called ‘Transitioning Entities’).

Transitioning Entities within the scope of MFRS 141, and those within the scope of IC 15 will be mandatorily required to adopt the MFRS Framework for annual periods beginning on or after 1 January 2018.

2.3 Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the reporting date. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared for the same reporting date as the Company. Consistent accounting policies are applied to like transactions and events in similar circumstances.

The Group controls an investee if and only if the Group has all the following:

(i) Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);

(ii) Exposure, or rights, to variable returns from its investment with the investee; and

(iii) The ability to use its power over the investee to affect its returns.

When the Company has less than a majority of the voting rights of an investee, the Company considers the following in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power over the investee:

(i) ThesizeoftheCompany’sholdingofvotingrightsrelativetothesizeanddispersionofholdingsoftheother vote holders;

(ii) Potential voting rights held by the Company, other vote holders or other parties;

(iii) Rights arising from other contractual arrangements; and

(iv) Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.




2.3 Basis of consolidation (cont’d)

Subsidiaries are consolidated when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full.

Losses within a subsidiary are attributed to the non-controlling interests even if that results in a deficit balance.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and thenon-controllinginterestsareadjustedtoreflectthechangesintheirrelativeinterestsinthesubsidiaries.The resulting difference is recognised directly in equity and attributed to owners of the Company.

When the Group loses control of a subsidiary, a gain or loss calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets and liabilities of the subsidiary and any non-controlling interest, is recognised in profit or loss. The subsidiary’s cumulative gain or loss which has been recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss or where applicable, transferred directly to retained earnings. The fair value of any investment retained in the former subsidiary at the date control is lost is regarded as the cost on initial recognition of the investment.

2.4 Business combinations

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the reporting date. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared for the same reporting date as the Company. Consistent accounting policies are applied to like transactions and events in similar circumstances.

All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full.

Business combinations involving entities under common control are accounted for by applying the merger accountingmethod.Theassetsandliabilitiesofthecombiningentitiesarereflectedattheircarryingamountsreported in the consolidated financial statements of the controlling holding company. Any differences between the consideration paid and the share capital of the acquired entity is reflectedwithin the equitymerger(deficit)/reserve.Thestatementofcomprehensiveincomereflectstheresultsofthecombiningentitiesforthefull year, irrespective of when the combination takes place. Comparative are presented as if the entities had always been combined since the date the entities had come under common control.

Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases.

2.5 Foreign currency

(a) Functional and presentation currency

The individual financial statements of each entity in the Group are measured using the currency of theprimaryeconomicenvironment inwhich theentityoperates (“the functional currency”). Theconsolidated financial statements are presented in Ringgit Malaysia (RM), which is also the Company’s functional currency.




2.5 Foreign currency (cont’d)

(b) Foreign currency transactions

Transactions in foreign currencies are measured in the respective functional currencies of the Company and its subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary items denominated in foreign currencies that are measured at historical costs are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items denominated in foreign currencies measured at fair value are translated using the exchange rates at the date when the fair value was determined.

Exchange differences arising on the settlement of monetary items or on translating monetary items at the reporting date are recognised in profit or loss except for exchange differences arising on monetary items that form part of the Group’s net investment in foreign operations, which are recognised initially in other comprehensive income and accumulated under foreign currency translation reserve in equity. The foreign currency translation reserve is reclassified from equity to profit or loss of the Group on disposal of the foreign operation.

Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit and loss for the period except for the differences arising on the translation of non-monetary items in respect of which gains and losses are recognised directly in equity. Exchange differences arising from such non-monetary items are also recognised directly in equity.

(c) Foreign operations

The assets and liabilities of foreign operations are translated into RM at the rate of exchange ruling at the reporting date and income and expenses are translated at exchange rates at the dates of the transactions. The exchange differences arising on the translation are taken directly to other comprehensive income. On disposal of a foreign operation, the cumulative amount recognised in other comprehensive income and accumulated in equity under foreign currency translation reserve relating to that particular foreign operation is recognised in the profit and loss.

Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated at the closing rate at the reporting date.

2.6 Property, plant and equipment

All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant and equipment is recognised as an asset if, and only if, it is probable that future economic benefits associatedwiththeitemwillflowtotheGroupandthecostoftheitemcanbemeasuredreliably.

Subsequent to recognition, plant and equipment and furniture and fixtures are measured at cost less accumulated depreciation and accumulated impairment losses. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group recognises such parts as individual assets with specific useful lives and depreciation, respectively. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred.



2.6 Property, plant and equipment (cont’d)

Freehold land has an unlimited useful life and therefore is not depreciated. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows:

Buildings 10 to 50 years Plant and machinery 5 to 10 years Site infrastructure and renovations 10 to 14 years Office equipment, furniture and fittings 4 to 20 years Motor vehicles 5 years Medical equipment 10 years Renovation 5 to 10 years Plant and parking equipment 5 to 7 years Machinery and tools 5 to 10 years

Capital work in progress included in plant and equipment are not depreciated as these assets are not yet available for use.

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

The residual value, useful life and depreciation method are reviewed at each financial year end, and adjusted prospectively, if appropriate.

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 on derecognition of the asset is included in the profit or loss in the year the asset is derecognised.

2.7 Investment properties

Investment properties are initially recorded at cost, including transaction costs. Subsequent to recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment losses.

Depreciation is computed on a straight-line basis over the estimated useful lives of the investment properties at 50 years. The carrying values of investment properties are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

The residual value, useful life and depreciation method are reviewed at each financial year end, and adjusted prospectively, if appropriate.

Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gain or loss on the retirement or disposal of an investment property is recognised in profit or loss in the year of retirement or disposal.

Transfers are made to or from investment property only when there is a change in use. For a transfer from owner-occupied property to investment property, the property is accounted for in accordance with the accounting policy for property, plant and equipment set out in Note 2.6 up to the date of change in use.

2.8 Goodwill

Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less accumulated impairment losses.




2.8 Goodwill (cont’d)

For the purpose of impairment testing, goodwill acquired is allocated, from the acquisition date, to each of the Group’s cash-generating units that are expected to benefit from the synergies of the combination.

The cash-generating unit to which goodwill has been allocated is tested for impairment annually and whenever there is an indication that the cash-generating unit may be impaired, by comparing the carrying amount of the cash-generating unit, including the allocated goodwill, with the recoverable amount of the cash-generating unit. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised in the profit or loss. Impairment losses recognised for goodwill are not reversed in subsequent periods.

Where goodwill forms part of a cash-generating unit and part of the operation within that cash-generating unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative fair values of the operations disposed of and the portion of the cash-generating unit retained. Goodwill and fair value adjustments arose on acquisitions of foreign operation before 1 January 2006 are deemed to be assets and liabilities of the company and are recorded in RM at the rates prevailing at the date of acquisition.

2.9 Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when an annual impairment assessment for an asset is required, the Group makes an estimate of the asset’s recoverable amount.

An asset’s recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiablecashflows(cash-generatingunits(“CGU”)).

In assessing value in use, the estimated future cash flows expected to be generated by the asset arediscountedtotheirpresentvalueusingapre-taxdiscountratethatreflectscurrentmarketassessmentsofthe time value of money and the risks specific to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset 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.

Impairment losses are recognised in profit or loss except for assets that are previously revalued where the revaluation was taken to other comprehensive income. In this case the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation.

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount.

That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profit or loss unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase. Impairment loss on goodwill is not reversed in a subsequent period.




2.10 Subsidiaries

A subsidiary is an entity over which the Group has all the following:

(i) Power over the investee (i.e existing rights that give it the current ability to direct the relevant activities of the investee);

(ii) Exposure, or rights, to variable returns from its investment with the investee; and

(iii) The ability to use its power over the investee to affect its returns.

In the Company’s separate financial statements, investments in subsidiaries are accounted for at cost less impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in profit or loss.

2.11 Investments in associates and joint ventures

AnassociateisanentityinwhichtheGrouphassignificantinfluence.Significantinfluenceisthepowertoparticipate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.

On acquisition of an investment in associate or joint venture, any excess of the cost of investment over the Group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill and included in the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities of the investee over the cost of investment is excluded from the carrying amount of the investment and is instead included as income in the determination of the Group’s share of the associate’s or joint venture’s profit or loss for the period in which the investment is acquired.

An associate or a joint venture is equity accounted for from the date on which the investee becomes an associate or a joint venture.

Under the equity method, on initial recognition the investment in an associate or a joint venture is recognised at cost, and the carrying amount is increased or decreased to recognise the Group’s share of the profit or loss and other comprehensive income of the associate or joint venture after the date of acquisition. When the Group’s share of losses in an associate or a joint venture equal or exceeds its interest in the associate or joint venture, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.

Profits and losses resulting from upstream and downstream transactions between the Group and its associate or joint venture are recognised in the Group’s financial statements only to the extent of unrelated investors’ interests in the associate or joint venture. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred.

The financial statements of the associates and joint ventures are prepared as of the same reporting date as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.




2.12 Financial assets

Financial assets are recognised in the statements of financial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument.

When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs.

The Group and the Company determine the classification of their financial assets at initial recognition, and the categories include loans and receivables and available-for-sale financial assets.

(a) Loans and receivables

Financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables.

Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, and through the amortisation process.

Loans and receivables are classified as current assets, except for those having maturity dates later than 12 months after the reporting date which are classified as non-current.

(b) Available-for-sale financial assets

Available-for-sale financial assets are financial assets that are designated as available for sale or are not classified in any of the three preceding categories.

After initial recognition, available-for-sale financial assets are measured at fair value. Any gains or losses from changes in fair value of the financial assets are recognised in other comprehensive income, except that impairment losses, foreign exchange gains and losses on monetary instruments and interest calculated using the effective interest method are recognised in profit or loss. The cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment when the financial asset is derecognised. Interest income calculated using the effective interest method is recognised in profit or loss. Dividends on an available-for-sale equity instrument are recognised in profit or loss when the Group and the Company’s right to receive payment is established.

Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less impairment loss.

Available-for-sale financial assets are classified as non-current assets unless they are expected to be realised within 12 months after the reporting date.

A financial asset is derecognisedwhen the contractual right to receive cash flows from the assethas expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss.

Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace concerned. All regular way purchases and sales of financial assets are recognised or derecognised on the trade date i.e., the date that the Group and the Company commit to purchase or sell the asset.




2.13 Impairment of financial assets

The Group and the Company assess at each reporting date whether there is any objective evidence that a financial asset is impaired.

(a) Trade and other receivables and other financial assets carried at amortised cost

To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group and the Company consider factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. For certain categories of financial assets, such as trade receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis based on similar risk characteristics. Objective evidence of impairment for a portfolio of receivables could include the Group’s and the Company’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period and observable changes in national or local economic conditions that correlate with default on receivables.

If any such evidence exists, the amount of impairment loss is measured as the difference between theasset’scarryingamountandthepresentvalueofestimatedfuturecashflowsdiscountedatthefinancial asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable becomes uncollectible, it is written off against the allowance account.

If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit or loss.

(b) Unquoted equity securities carried at cost

If there is objective evidence (such as significant adverse changes in the business environment where the issuer operates, probability of insolvency or significant financial difficulties of the issuer) that an impairment loss on financial assets carried at cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated futurecashflowsdiscountedatthecurrentmarketrateofreturnforasimilarfinancialasset.Suchimpairment losses are not reversed in subsequent periods.

(c) Available-for-sale financial assets

Significant or prolonged decline in fair value below cost, significant financial difficulties of the issuer or obligor, and the disappearance of an active trading market are considerations to determine whether there is objective evidence that investment securities classified as available-for-sale financial assets are impaired.

If an available-for-sale financial asset is impaired, an amount comprising the difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in profit or loss, is transferred from equity to profit or loss.

Impairment losses on available-for-sale equity investments are not reversed in profit or loss in the subsequent periods. Increase in fair value, if any, subsequent to impairment loss is recognised in other comprehensive income. For available-for-sale debt investments, impairment losses are subsequently reversed in profit or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss in profit or loss.




2.14 Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, demand deposits, and short term, highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value. These also include bank overdrafts that form an integral part of the Group’s cash management.

2.15 Construction contracts

Where the outcome of a construction contract can be reliably estimated, contract revenue and contract costs are recognised as revenue and expenses respectively by using the stage of completion method. The stage of completion is measured by reference to the proportion of contract costs incurred for work performed to date to the estimated total contract costs.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that are likely to be recoverable. Contract costs are recognised as expense in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

Contract revenue comprises the initial amount of revenue agreed in the contract and variations in contract work, claims and incentive payments to the extent that it is probable that they will result in revenue and they are capable of being reliably measured.

When the total of costs incurred on construction contracts plus recognised profits (less recognised losses) exceeds progress billings, the balance is classified as amount due from customers on contracts. When progress billings exceed costs incurred plus, recognised profits (less recognised losses), the balance is classified as amount due to customers on contracts.

2.16 Land held for property development and property development cost

(i) Land held for property development

Land held for property development consists of land where no active development activity has been carried out or where development activity is not expected to be completed within the normal operating cycle. Such land is classified within non-current asset and is stated at cost less any accumulated impairment losses.

Land held for property development is reclassified to property development costs at the point when development activity has commenced and where it can be demonstrated that the development activity will be completed within the normal operating cycle.

(ii) Property development costs

Property development costs comprise all costs that are directly attributable to development activities or that can be allocated on a reasonable basis to such activities.

When the financial outcome of a development activity can be reliably estimated, property development revenue and expenses are recognised in profit or loss by using the stage of completion method. The stage of completion is determined by the proportion that property development costs incurred for work performed to date bears to the estimated total property development costs.

Where the financial outcome of a development activity cannot be reliably estimated, property

development revenue is recognised only to the extent of property development costs incurred that is probable will be recoverable, and property development costs on properties sold are recognised as an expense in the period in which they are incurred.




2.16 Land held for property development and property development cost (cont’d)

(ii) Property development costs (cont’d)

Any expected loss on a development project, including costs to be incurred over the defects liability period, is recognised as an expense immediately.

Property development costs not recognised as an expense are recognised as an asset, which is measured at the lower of cost and net realisable value.

The excess of revenue recognised in the profit or loss over billings to purchasers is classified as accrued billings within trade receivables and the excess of billings to purchasers over revenue recognised in profit or loss is classified as progress billings within trade payables.

2.17 Inventories

Inventories are stated at the lower of cost and net realisable value. The cost of raw materials comprises costs of purchase. The cost of unsold completed inventory properties comprises cost associated with the acquisition of land, direct costs and appropriate proportions of common costs.

Net realisable value is the estimated selling price in the ordinary course of business less estimated costs of completion and the estimated costs necessary to make the sale.

2.18 Non-current assets held for sale

Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset is available for immediate sale in its present condition subject only to terms that are usual and customary.

Immediately before classification as held for sale, the measurement of the non-current assets is brought up-to-date in accordance with applicable FRSs. Then, on initial classification as held for sale, non-current assets (other than investment properties, deferred tax assets, employee benefits assets, financial assets and inventories) are measured in accordance with FRS 5 that is at the lower of carrying amount and fair value less costs to sell. Any differences are included in the profit or loss.

2.19 Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event,itisprobablethatanoutflowofeconomicresourceswillberequiredtosettletheobligationandtheamount of the obligation can be estimated reliably.

Provisionsarereviewedateachreportingdateandadjustedtoreflectthecurrentbestestimate.Ifitisnolongerprobablethatanoutflowofeconomicresourceswillberequiredtosettletheobligation,theprovisionis reversed. If the effect of the time value of money is material, provisions are discounted using a current pre-taxratethatreflects,whereappropriate,therisksspecifictotheliability.Whendiscountingisused,theincrease in the provision due to the passage of time is recognised as a finance cost.




2.20 Financial liabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability.

Financial liabilities, within the scope of FRS 139, are recognised in the statements of financial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument. Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities.

(a) Other financial liabilities

The Group’s and the Company’s other financial liabilities include trade payables, other payables and loans and borrowings.

Trade and other payables are recognised initially at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method.

Loans and borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently measured at amortised cost using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

For other financial liabilities, gains and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process.

A financial liability is derecognised when the obligation under the liability is extinguished. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.

2.21 Financial guarantee contracts

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due.

Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction costs. Subsequent to initial recognition, financial guarantee contracts are recognised as income in profit or loss over the period of the guarantee. If the debtor fails to make payment relating to financial guarantee contract when it is due and the Group, as the issuer, is required to reimburse the holder for the associated loss, the liability is measured at the higher of the best estimate of the expenditure required to settle the present obligation at the reporting date and the amount initially recognised less cumulative amortisation.

2.22 Borrowing costs

Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the acquisition, construction or production of that asset. Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs are capitalised until the assets are substantially completed for their intended use or sale.

All other borrowing costs are recognised in profit or loss in the period they are incurred. Borrowing costs consist of interest and other costs that the Group and the Company incurred in connection with the borrowing of funds.




2.23 Employee benefits

(a) Short term benefits

Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the associated services are rendered by employees of the Group. 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 and short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

(b) Defined contribution plans

The Group participates in the national pension schemes as defined by the laws of the countries in which it has operations. The Malaysian companies in the Group make contributions to the Employee Provident Fund in Malaysia, a defined contribution pension scheme. Contributions to defined contribution pension schemes are recognised as an expense in the period in which the related service is performed.

Such contributions are recognised as an expense in the profit or loss as incurred. As required by law, companiesinMalaysiamakesuchcontributionstotheEmployeesProvidentFund(“EPF”).

Some of the Group’s foreign subsidiaries also make contributions to their respective countries’ statutory pension schemes.

2.24 Leases

(a) As lessee

Finance leases, which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Any initial direct costs are also added to the amount capitalised. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to profit or loss. Contingent rents, if any, are charged as expenses in the periods in which they are incurred.

Leased assets are depreciated over the estimated useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life and the lease term.

Operating lease payments are recognised as an expense in profit or loss on a straight-line basis over the lease term. 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.

(b) As lessor

Leases where the Group retains substantially all the risks and rewards of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same bases as rental income. The accounting policy for rental income is set out in Note 2.25(b)(i).




2.25 Revenue and other income

Revenue and other income are recognised to the extent that it is probable that the economic benefits will flowtotheGroupandtheamountcanbereliablymeasuredregardlessofwhenthepaymentisbeingmade.Revenue and other income are measured at the fair value of consideration received or receivable. The following specific recognition criteria must also be met before revenue and other income are recognised:

(a) Revenue

(i) Sale of land held for development

Revenue relating to sale of land held for development is recognised upon the transfer of significant risks and rewards of ownership to the buyer.

(ii) Sale of properties

Revenue from sale of properties is accounted for by the stage of completion method as described in Note 2.16(ii).

(iii) Construction contracts

Revenue from construction contracts is accounted for by the stage of completion method as described in Note 2.15.

(iv) Project management services

Project management services are recognised for services rendered based on the stage of completion during pre and post contract for each project.

(v) Parking services rendered

Revenue from parking services are upon the delivery of the service to the customers.

(vi) Cleaning services

Services are recognised upon completion of monthly services based on price stated in the predetermined agreement between company and the customer.

(vii) Provision of site and facility management

Income from services are recognised based on services rendered during the financial year.

(b) Other income

i) Rental income

Rental income is accounted for on a straight-line basis over the lease terms. The aggregate costs of incentives provided to lessees are recognised as a reduction of rental income over the lease term on a straight-line basis.




2.25 Revenue and other income (cont’d)

(b) Other income (cont’d)

(ii) Interest income

Interest income is recognised using the effective interest method.

(iii) Dividend income

Dividend income is recognised when the Group’s right to receive payment is establised.

2.26 Income taxes

(a) Current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.

Current taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside profit or loss, either in other comprehensive income or directly in equity.

(b) Deferred tax

Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all temporary differences, except:

- where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

- in respect of taxable temporary differences associated with investments in subsidiaries and associates, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except:

- where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

- in respect of deductible temporary differences associated with investments in subsidiaries and associates, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax assets to be utilised.




2.26 Income taxes (cont’d)

(b) Deferred tax (cont’d)

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

2.27 Segment reporting

For management purposes, the Group is organised into operating segments based on their products and services which are independently managed by the respective segment managers responsible for the performance of the respective segments under their charge. The segment managers report directly to the management of the Company who regularly review the segment results in order to allocate resources to the segments and to assess the segment performance. Additional disclosures on each of these segments are shown in Note 34, including the factors used to identify the reportable segments and the measurement basis of segment information.

2.28 Share capital and share issuance expenses

An equity instrument is any contract that evidences a residual interest in the assets of the Group and the Company after deducting all of its liabilities. Ordinary shares are equity instruments.

Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction costs. Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are declared.

2.29 Contingencies

A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the control of the Group.

Contingent liabilities and assets are not recognised in the statements of financial position of the Group.

2.30 Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

(i) In the principal market for the asset or liability, or

(ii) In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to by the Group.




2.30 Fair value measurement (cont’d)

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in circumstances and for which sufficient data are availabletomeasurefairvalue,maximizingtheuseofrelevantobservableinputsandminimizingtheuseofunobservable inputs.

Allassetsandliabilitiesforwhichfairvalueismeasuredordisclosedinthefinancialstatementsarecategorizedwithin the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

(i) Level 1 – Quoted (unadjusted) market prices in active markets for identical assets of liabilities.

(ii) Level 2 – Valuation techniques for the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

(iii) Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the assets or liabilities and the level of the fair value hierarchy as explained above.

3. Significant accounting judgements and estimates

The preparation of the Group’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future.

3.1 Judgements made in applying accounting policies

There are no critical judgements made by management in the process of applying the Group’s accounting policies that may have significant effect on the amounts recognised in the financial statements.

3.2 Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting 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 discussed below.

(a) Impairment of receivables

The Group and the Company assess at each reporting date whether there is any objective evidence that a financial asset is impaired. To determine whether there is objective evidence of impairment, the Group and the Company consider factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments.



3. Significant accounting judgements and estimates (cont’d)

3.2 Key sources of estimation uncertainty (cont’d)

(a) Impairment of receivables (cont’d)

Where there is objective evidence of impairment, the amount and timing of future cash flows areestimated based on historical loss experience for assets with similar credit risk characteristics. The carrying amount of the Group’s and Company’s receivables at the reporting date is disclosed in Note 22.

(b) Impairment of goodwill

Goodwill is tested for impairment annually and at other times when such indicators exist. This requires an estimation of the value in use of the cash-generating units to which goodwill is allocated.

When value in use calculations are undertaken, management must estimate the expected future cash flowsfromtheassetorcash-generatingunitandchooseasuitablediscountrateinordertocalculatethepresentvalueofthosecashflows.Furtherdetailsofthecarryingvalue,thekeyassumptionsappliedin the impairment assessment of goodwill and sensitivity analysis to changes in the assumptions are given in Note 20.

(c) Measurement of amount due to Johor City Development Sdn. Bhd. (“JCDSB”)

In 2016, amount due to JCDSB was part of the total consideration of RM180 million for JCorp and JCDSBagreeingtoappointDamansaraRealtyJohorSdn.Bhd.(“DRJ”),asubsidiaryoftheCompany,asthedeveloperforTamanDamansaraAliff(“TDA”).On1July2011,JCDSBhadgrantedanextensionof time of DRJ’s appointment as a developer of TDA for 5 years until 30 September 2016. Accordingly, the term of repayment of amount due to JCDSB was modified to be repayable within 5 years until 30 September 2016. It was repayable on when and as is where is basis subject that DRJ shall undertake to set aside a propotion of proceeds arising from the land sale or development of properties in TDA, for the purpose of settlement of the said amount.

On 14 October 2016, the Company had entered into a settlement agreement with JCorp, JCDSB and JLand for the proposed settlement of amount owing to JCDSB. On 11 April 2017, the Company had obtained shareholders’ approval on the proposed settlement of amount owing to JCDSB.

On 22 November 2017, the Company received the approval from the relevant authorities and accordingly the proposed settlement has been completed in accordance with the term and conditions of the agreed agreement, and the amount due tu JCDSB was fully settled.

(d) Deferred tax assets

Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based on the likely timing and level of future taxable profits together with future tax planning strategies.

Assumptions about generation of future taxable profits depend on management’s estimates of future cash flows. Thesedependson estimates of future production and sales volume, operating costs,capital expenditure, dividends and other capital management transactions. Judgement is also required about application of income tax legislation. These judgements and assumptions are subject to risks and uncertainty, hence there is a possibility that changes in circumstances will alter expectations, which may impact the amount of deferred tax assets recognised in the statements of financial position and the amount of unrecognised tax losses and unrecognised temporary differences.

The carrying value of deferred tax assets of the Group at 31 December 2017 was RM533,090 (2016: RM778,915) and the unrecognised tax losses and capital allowances at 31 December 2017 was RM83,114,000 (2016: RM84,802,000).



4. Revenue


Provision of site and facilities management 211,333 169,600 - - Project management services 18,344 10,049 - - Sale of properties 17,065 3,856 - - Management fees receivable from subsidiaries - - 7,239 7,142

Others 3,000 91 -

249,742 183,596 7,239 7,142

5. Interest income


Interest income on: - late payment 87 140 8 4 - deposits with licensed banks 105 179 2 72

192 319 10 76

6. Dividend income from subsidiaries

Company 2017 2016 RM’000 RM’000

Dividend income from subsidiaries 1,334 1,400

7. Other income


Net gain on sales of investments properties 979 16 979 16 Net gain on sales of investment 18,774 - - - Gain on disposal property, plant and equipment - 16 - - Rental income from investment properties 289 361 289 361 Discount received - 270 - 63 Creditors write back 5,950 11,764 3,956 7,968 Interest on late payment 324 535 - - Reversal of allowance for impairment of - other receivables (Note 22 (b)) 1,331 248 275 - Interest receiveable from subsidiaries - - 2,850 - Others 1,314 1,271 1,766 308

28,961 14,481 10,115 8,716



8. Finance costs


Interest expense on: - Term loans 44 - - - - Finance leases 355 35 4 5 - Overdrafts 197 394 - - - Advance from holding company 274 175 274 287 - Bank charges 475 122 - - - Bank guarantee - 15 - - - Unwinding of amount due to JCDSB - 9,214 - -

Total finance costs 1,345 9,955 278 292

9. Employee benefits expense


Wages, salaries and bonus 49,554 54,475 12,779 6,649 Social security contributions 568 1,370 53 31 Contributions to defined contribution plan 3,978 1,801 980 613 Training 623 374 31 76 Other benefits 1,325 2,205 238 180

Employee benefits expense (Note 10) 56,048 60,225 14,081 7,549 Less: Employees’ benefits expenses

included in cost of sales (21,914) (39,611) - -

34,134 20,614 14,081 7,549

Included in employee benefits expense of the Group and the Company are executive director’s remuneration amounting to RM1,576,000 (2016: RM1,591,000) and RM1,576,000 (2016: RM1,591,000) respectively.



10. Profit/(Loss) before tax

The following items have been included in arriving at profit/(loss) before tax:


Auditors’ remuneration: - Statutory audit

- Audit fees 438 458 67 65 - Other services 51 61 5 22 Employee benefits expense (Note 9) 56,048 60,225 14,081 7,549 Directors’ remuneration: - Executive Director (Note 11) 1,576 1,591 1,576 1,591 - Non-executive directors’

remuneration (Note 11) 615 750 615 750 Depreciation of property, plant and

equipment (Note 14) 6,499 7,307 433 499 Rental expense:

- office, warehouse and house rental 2,506 1,334 614 597 - computer and equipment 106 118 82 83 Depreciation of investment properties (Note 16) 42 74 42 74 Impairment loss on financial assets:

- trade receivables (Note 22(a)) 1,555 1,541 - - - other receivables (Note 22(b)) 1,811 - - -

Write-off of property, plant and equipment (Note 14) - 1,555 - 1,528 Bad debts written off - 1,207 - 219 Realised foreign exchange loss/ (income) 4 12 (2) 2 Unrealised foreign exchange gain (547) (347) - -

11. Directors’ remuneration

The details of remuneration receivable by directors of the Company during the financial year are as follows:


Executive: Salaries, bonus and other emoluments 1,200 1,201 1,200 1,201

Fees 304 306 304 306 Defined contribution plan 72 84 72 84

Total executive directors’ remuneration (excluding benefits-in-kind) (Note 10) 1,576 1,591 1,576 1,591

Non-Executive: Fees 555 690 555 690

Other emoluments 60 60 60 60

Total non-executive directors’ remuneration (including benefits-in kind) (Note 10) 615 750 615 750

Total directors’ remuneration 2,191 2,341 2,191 2,341



11. Directors’ remuneration (cont’d)

The number of directors of the Company whose total remuneration during the financial year fell within the following bands is analysed below:

Number of directors 2017 2016

Executive director: RM1,000,001 - RM2,000,000 1 1

Non-Executive directors: Below RM50,000 - 3

RM50,000 - RM100,000 6 7 RM100,001 - RM200,000 1 1

12. Income tax expense

Major components of income tax expense

The major components of income tax expense for the years ended 31 December 2017 and 2016 are:


Statement of comprehensive income: Current income tax: - Malaysian income tax 2,192 2,802 - 1,713

- Foreign income tax 991 615 - - - Over provision in respect of previous years (1,912) - (1,912) 199

Income tax expense recognised in profit or loss 1,271 3,417 (1,912) 1,912



12. Income tax expense (cont’d)

Reconciliation between tax expense and accounting profit

A reconciliation of income tax expense applicable to loss before tax at the statutory income tax rate to income tax expense at the effective income tax rate of the Company is as follows:


Profit/(loss) before tax 19,128 (24,317) (366) 1,987

Tax at Malaysian statutory tax rate of 24% (2016: 24%) 4,592 (5,838) (88) 477

Adjustments: Non-deductible expenses 7,663 1,995 1,157 491

Income not subject to taxation (5,482) - (1,047) - Utilisation of business loss (3,533) 7,260 - 944 Utilisation of previously unrecognised

tax losses, capital allowances and other temporary differences (57) - (22) -

Over provision of income tax in respect of previous years (1,912) - (1,912) -

Income tax expense/(income) recognised in profit or loss 1,271 3,417 (1,912) 1,912

13. Earnings/(Loss) per share

Basic earnings/(loss) per share amounts are calculated by dividing profit/(loss) for the year, net of tax, attributable to owners of the parent by the weighted average number of ordinary shares outstanding during the financial year.

The Company does not have dilutive potential ordinary shares for years ended 31 December 2017 and 2016.

Thefollowingreflectstheprofit/(loss)andsharedatausedinthecomputationofbasicearnings/(loss)pershareforthe years ended 31 December:

Group 2017 2016 RM’000 RM’000

Profit/(loss) net of tax attributable to owners of the parent used in the computation of basic earnings per share 17,015 (26,827)

No. of No. of shares shares ‘000 ‘000

Weighted average number of ordinary shares for basic earnings/(loss) per share computation 310,371 309,371

Basic profit/(loss) per share attributable to owners of the parent (sen per share) 5.48 (8.67)



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14. Property, plant and equipment (cont’d)

Assets held under finance lease

During the financial year, the Group acquired property, plant and equipment with an aggregate cost of RM8,577,000 (2016: RM4,036,000) by means of finance leases.

The net carrying amount of property, plant and equipment of the Group held under finance lease at the reporting date was RM7,794,000 (2016: RM4,323,000).

Leased assets are pledged as security for the related finance lease liabilities (Note 30).

15. Land held for property development and property development costs

(a) Land held for property development

Freehold Development Development land Rights Costs Total RM’000 RM’000 RM’000 RM’000

Group

At 1 January 2017 39,152 105,406 82,784 227,342 Recognised in profit & loss - (70,550) (56,607) (127,157) Reclassification during the year (1,766) (34,856) (3,854) (40,476)

At 31 December 2017 37,386 - 22,323 59,709

At 1 January 2016 39,152 105,406 71,606 216,164 Additions - - 20,137 20,137 Recognised in profit & loss - - (8,959) (8,959)

At 31 December 2016 39,152 105,406 82,784 227,342

(b) Property development costs


Group

At 31 December 2017 Cumulative property development costs At 1 January 2017 - 1,712 15,188 16,900

Costs incurred during the year 2,104 - 30,589 32,693

Reversal from completed projects - - 891 891

At 31 December 2017 2,104 1,712 46,668 50,484



15. Land held for property development and property development costs (cont’d)

(b) Property development costs (cont’d)


Group (cont’d)

Cumulative costs recognised in profit or loss At 1 January 2017 - (1,528) (15,372) (16,900)

Recognised during the year (603) - (7,500) (8,103)

Transfer to inventory - - (8,959) (8,959)

At 31 December 2017 (603) (1,528) (31,831) (33,962)

Property development costs at 31 December 2017 1,501 184 14,837 16,522

Development Rights Costs Total RM’000 RM’000 RM’000

Group

At 31 December 2016 Cumulative property development costs At 1 January 2016 1,712 14,578 16,290

Costs incurred during the year - 610 610

At 31 December 2016 1,712 15,188 16,900

Cumulative costs recognised in profit or loss At 1 January 2016 (1,228) (10,458) (11,686)

Recognised during the year (300) (2,552) (2,852)

Transfer to inventory - (2,362) (2,362) At 31 December 2016 (1,528) (15,372) (16,900)

Property development costs at 31 December 2016 184 (184) -



16. Investment properties


Cost At 1 January 3,585 3,994 3,585 3,994 Acquired through derecognition of other investment 87,686 - - - Disposal during the year (1,793) (409) (1,793) (409)

At 31 December 89,478 3,585 1,792 3,585

Accumulated depreciation At 1 January 531 482 531 482 Depreciation charge for the year (Note 10) 42 74 42 74 Disposal during the year (272) (25) (272) (25)

At 31 December 301 531 301 531

Net carrying amount 89,177 3,054 1,491 3,054

Fair value 90,186 5,000 2,500 5,000

Fair value of investment properties has been determined based on valuations performed by accredited independent valuers. The valuation is based on the comparison method of valuation.

Title to investment properties of the Company is presently registered in the name of the developer.

Fair value hierarchy disclosure for investment properties have been provided in Note 31(c).

17. Investment in subsidiaries

Company 2017 2016 RM’000 RM’000

Unquoted shares, at cost In Malaysia At 1 January 67,896 67,896 Addition 1,500 -

At 31 December 69,396 67,896 Less: Impairment losses (40,563) (40,563)

28,833 27,333

TheCompanyenteredintoaSharesSaleAgreement(“Agreement”)on8March2017withEncik‘AlabinMansorfor the transfer of 716,415 units of shares representing 20.47% of the issued and paid up capital of TMR Urusharta (M) Sdn. Bhd. at a total consideration of RM1,500,000.



17. Investment in subsidiaries (cont’d)

Proportion (%) of ownership interest Name Principal activities 2017 2016

i) Held by the Company and Incorporated in Malaysia:

Damansara Realty Management services to holding 100 100 Management Services and related companies Sdn. Bhd. and general insurance business

Damansara Realty (Pahang) Property holding and 80 80 Sdn. Bhd. development

Metro Parking (M) Sdn. Bhd. Parking operation and 100 100 the provision of related consultancy services

Kesang Properties Sdn. Bhd. Property development 100 100 (inactive) and investment holding

Tebing Aur Sdn. Bhd. Contract management and construction 100 100 Healthcare Technical Project management and engineering 70 70 Services Sdn. Bhd. maintenance services

HC Duraclean Sdn. Bhd. Franchising of professional care and 75 75 cleaning services and sales of machinery and equipment, chemicals, tools, parts, accessories and uniform

TMR Urusharta (M) Sdn. Bhd. Business of the real estate services, involved 95 75 in general services, facility management, project consultant and project management

Damansara Galaxy Sdn. Bhd. Management services (inactive) 100 100

Kesang Leasing Sdn. Bhd. Lease, hire purchase and loan 100 100 financing (inactive) Kesang Industries Sdn. Bhd. Investment holding (inactive) 100 100

Damansara Forest Products Quarrying (inactive) 100 100 (Malaysia) Sdn. Bhd.

JOLS Construction Sdn. Bhd. Construction, refurbishment, inspection 100 100 and sanitisation service (inactive)

Damansara Realty Management Timber operations and its 100 100 (Timber Operations) Sdn. Bhd. related activities (inactive)

Damansara Realty Property development and 100 100 Properties Sdn. Bhd. construction works (inactive)

Kesang Kastory Importation and distribution of 95 95 Enterprise Sdn. Bhd. food stuffs (inactive)





i) Held by the Company and Incorporated in Malaysia (cont’d):

Kesang Trading Sdn. Bhd. Property development and trading of 100 100 office equipment (inactive)

Damansara Realty Manufacturing, wholeselling and trading 100 100 Constructions Sdn. Bhd. of pharmaceutical products (inactive)

Damansara Realty Sand extraction and trading (inactive) 100 100 Land Sdn. Bhd.

DHealthcare Centre Sdn. Bhd. Healthcare service provider (inactive) 51 51

Damansara Urban Sdn. Bhd. To carry on the business of general 100 100 merchants, traders, suppliers, factors, brokers, commission and general agents etc (general traders) (inactive)

ii) Held through subsidiaries and incorporated in Malaysia:

Damansara Realty (Johor) Property development 100 100 Sdn. Bhd.

Damansara Realty Property development 100 100 (Terengganu) Sdn. Bhd.

TMR LC Catering Sdn. Bhd. Building maintenance, provision of site 70 70 and facilities management

Metro Equipment Systems Trading of parking and other related services 100 100 (M) Sdn. Bhd.

Metro Parking (Sabah) Parking operator and other 100 100 Sdn. Bhd. transport related services

Smart Parking Management Trading of parking and other related equipment 100 100 Systems Sdn. Bhd.

M.N. Koll (M) Sdn. Bhd. Building management and maintenance 90 90

TMR ACMV Services Sdn. Bhd. Trading and services of air conditioning services. 100 100

TMR Koll Sdn. Bhd. Engineering consultancy services 100 100

Harta Facilities Project management 100 100 Management Sdn. Bhd.

Damansara PMC Services Property development, construction 100 100 Sdn. Bhd. (Formerly known and investment (inactive) as DRP Construction Sdn. Bhd.)

Kesang Construction & The business of general contracting (inactive) 100 100 Engineering Sdn. Bhd.





ii) Held through subsidiaries and incorporated in Malaysia (cont’d):

Kesang Equipment Hire Buying, selling and renting of 100 100 Sdn. Bhd. machinery (inactive)

Kesang Quarry Sdn. Bhd. Quarrying (inactive) 70 70

Pedas Quarry Sdn. Bhd. Quarrying (inactive) 55 55

* DAC Properties Sdn. Bhd. Development of building projects 56 56

DAC Land Sdn. Bhd. Investment properties and property development 100 100

iii) Held through subsidiaries and incorporated in overseas:

* Metro Parking Singapore Parking operator and consultancy services 70 70 (S) Pte. Ltd.

* Metro Parking Brunei Parking operator and other 75 75 (B) Sdn. Bhd. transport related services (inactive)

* Metro Parking Philippines Parking operator and other transport 75 75 Management (Philippines) Inc. related services

* Metro Parking Hong Kong Parking operator, consultancy services and 55 55 (HK) Limited transport related services (inactive)

* Metro Parking India Parking operator, consultancy services and 100 100 Services (India) transport related services (inactive) Private Limited

* Audited by a firm other than Jamal, Amin & Partners



18. Deferred tax

Deferred tax as at 31 December relates to the following:

As at 1 Recognised As at 31 Recognised As at 31 January in profit December in profit December 2016 or loss 2016 or loss 2017 (Note 12) (Note 12) RM’000 RM’000 RM’000 RM’000 RM’000 Group Deferred tax liabilities: Property, plant and equipment 459 21 480 53 533

Deferred tax assets: Unutilised tax losses (23) 23 - - -

Others (479) (300) (779) 249 (530)

(502) (277) (779) 249 (530)

(43) (256) (299) 302 3

Group 2017 2016 RM’000 RM’000

Presented after appropriate offsetting as follows:

Deferred tax liabilities 533 480 Deferred tax assets (530) (779)

3 (299)

Deferred tax assets have not been recognised in respect of the following items:


Unused tax losses 82,990 84,356 17,623 20,053 Unabsorbed capital allowances 124 446 33 254

83,114 84,802 17,656 20,307

Unrecognised tax losses At the reporting date, the Group has unused tax losses and unabsorbed capital allowances that are available for

offset against future taxable profits of the companies in which the losses arose, for which no deferred tax asset is recognised due to uncertainty of recoverability. The availability of unused tax losses and unabsorbed capital allowances for offsetting against future taxable profits of the respective subsidiaries are subject to no substantial changes in shareholdings of those subsidiaries under the Income Tax Act, 1967 and guidelines issued by the tax authority.



19. Other investments

Group/Company 2017 2016 RM’000 RM’000

Non-current Available-for-sale financial assets:

- equity instruments (quoted in Malaysia) 51 51

Market value of quoted investments 167 129

20. Goodwill on consolidation

2017 2016 RM’000 RM’000

Group

Cost At 1 January and 31 December 3,050 3,049

Addition - 1

At 31 December 3,050 3,050

Accumulated impairment At 1 January and 31 December 1,640 1,640

Net carrying amount 1,410 1,410

Impairment testing of goodwill

Goodwillarisingfrombusinesscombinationshasbeenallocatedtotwoindividualcash-generatingunits(“CGU”)for impairment testing as follows:

- Healthcare services segment - Property services segment

The carrying amounts of goodwill allocated to each CGU are as follows:

2017 2016 RM’000 RM’000

Goodwill Healthcare services segment 523 523

Property services segment 887 887

Total 1,410 1,410



20. Goodwill on consolidation (cont’d)

TherecoverableamountsoftheCGUshavebeendeterminedbasedonvalueinusecalculationsusingcashflowprojections from financial budgets approved by management covering a five-year period. The pre-tax discount rate appliedtothecashflowprojectionsandtheforecastedgrowthratesusedtoextrapolatecashflowsbeyondthefive-year period are as follows:

Growth rates Pre-tax discount rates 2017 2016 2017 2016

Healthcare services segment 5.0% 5.0% 9.2% 9.2% Property services segment 11.0% 11.0% 9.0% 9.0%

The calculations of value in use for the CGUs are most sensitive to the following assumptions:

Budgeted gross margins – Gross margins are based on average values achieved in the three years preceding the start of the budget period. These are increased over the budget period for anticipated efficiency improvements.

Growth rates – The forecasted growth rates are based on published industry research and do not exceed the long-term average growth rate for the industries relevant to the CGUs.

Pre-taxdiscountrates–DiscountratesreflectthecurrentmarketassessmentoftherisksspecifictoeachCGU.This is the benchmark used by management to assess operating performance and to evaluate future investment proposals.

Market share assumptions - These assumptions are important because, as well as using industry data for growth rates (as noted above), management assesses how the CGU’s position, relative to its competitors, might change over the budget period.

21. Inventories

Group 2017 2016 RM’000 RM’000

Cost Cleaning machinery and equipment 70 62

Chemicals 92 92 Developed properties held for sale 1,470 2,362 Uniforms 74 22 Materials and consumables 503 244 Parking materials 986 1,218

3,195 4,000

During the year, the amount of inventories recognised as an expense in cost of sales of the Group was RM26,373,000 (2016: RM10,328,000).



22. Trade and other receivables


Current Trade receivables Third parties 42,478 20,971 - - Less: Impairment (1,555) (4,322) - -

Trade receivables, net 40,923 16,649 - -

Other receivables Income tax recoverable 1,932 283 283 283 Amounts due from subsidiaries - - 176,138 175,332 Deposits 1,438 870 183 221 Others 38,999 34,767 3,333 479

42,369 35,920 179,937 176,315

Less: Allowance for impairment - Amounts due from subsidiaries - - (112,567) (113,002) - Others (1,811) (754) - (27)

(1,811) (754) (112,567) (113,029)

Other receivables, net 40,558 35,166 67,370 63,286

Total trade and other receivables 81,481 51,815 67,370 63,286

(a) Trade receivables

Trade receivables are non-interest bearing and generally ranges from 14 to 90 days (2016: 14 to 90 days) terms. They are recognised at their original invoice amounts which represent their fair values on initial recognition.

Ageing analysis of trade receivables

The ageing analysis of the Group’s and Company’s trade receivables are as follows:

Group 2017 2016 RM’000 RM’000

Neither past due nor impaired 16,924 3,814

1 to 30 days past due not impaired 9,899 3,476 31 to 60 days past due not impaired 2,926 1,902 61 to 90 days past due not impaired 1,518 1,100 91 to 120 days past due not impaired 4,059 1,796 More than 121 days past due not impaired 5,597 4,561

23,999 12,835 Impaired 1,555 4,322

42,478 20,971



22. Trade and other receivables (cont’d)

(a) Trade receivables (cont’d)

Receivables that are neither past due nor impaired

40% (2016: 18%) of trade receivables of the Group or RM16,923,708 (2016: RM3,814,000) that is neither past due nor impaired.

None of the Group’s and Company’s trade receivables that are neither past due nor impaired has been renegotiated during the financial year.

Receivables that are past due but not impaired

The Group has trade receivables amounting to RM23,999,541 (2016: RM12,835,000) respectively that are past due at the reporting date but not impaired.

Although these receivables have exceeded the credit terms granted to them, the directors are reasonably confident that all debts can be recovered within the next 12 months.

Receivables that are impaired

The Group’s and Company’s trade receivables that are impaired at the reporting date and the movement of the allowance accounts used to record the impairment are as follows:


Individually impaired Trade receivables - nominal amounts 1,555 4,322 - - Less: Allowance for impairment (1,555) (4,322) - -

- - - -

Movement in allowance accounts:


At 1 January 4,322 27,010 8,217 8,217 Charge for the year (Note 10) 1,555 1,541 - - Written-off of allowances (4,322) (24,229) (8,217) -

At 31 December 1,555 4,322 - 8,217

Trade receivables that are individually determined to be impaired at the reporting date relate to debtors that are in significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancements.



22. Trade and other receivables (cont’d)

(b) Other receivables

Amounts due from subsidiaries are unsecured, bears interest of 4% per annum and is repayable on demand.

Other receivables that are impaired

At the reporting date, debts due from subsidiaries that are in net liabilities position amounted to RM176,138,287 (2016: RM175,332,000) of which provision for impairment of RM112,566,583 (2016: RM113,002,000) had been made.

Movement in allowance accounts:


At 1 January 754 7,166 113,029 115,014 Charge for the year (Note 10) 1,811 - - - Reversal of impairment (Note 7) (1,331) (248) (275) - Written off of allowance 577 (6,164) (187) (1,985)

At 31 December 1,811 754 112,567 113,029

23. Other current assets


Prepayments 13,781 7,012 11 206 Amount due from customers for contract 10,985 9,444 10,248 10,248

24,766 16,456 10,259 10,454

Less: Impairment - Prepayments (823) (823) - - - Amounts due from customers on contract (11,790) (10,248) (10,248) (10,248)

(12,613) (11,071) (10,248) (10,248)

Total other current assets 12,153 5,385 11 206

Gross amount due from customers for contract Construction contract costs incurred to date 36,272 36,273 21,329 21,329

Attributable profits 7,710 7,710 6,640 6,640

43,982 43,983 27,969 27,969 Less: Progress billings (44,787) (44,787) (27,969) (27,969)

(805) (804) - -

Presented as: Gross amount due from customers for contract work (805) (804) - -



24. Cash and cash equivalents


Cash at banks and on hand 21,246 15,822 795 354 Short term deposits with licensed banks 6,226 9,850 - -

Total cash and bank balance 27,472 25,672 795 354 Less: Bank overdrafts (Note 25) (8,363) 140 - - Less: Deposits pledge with banks (3,826) (4,638) - -

Cash and cash equivalents 15,283 21,174 795 354

Included in deposits with licensed banks of the Group are deposits amounting to RM3,826,000 (2016: RM4,638,000) which are pledged as security for bank facilities and bank guarantees.

Short-term deposits are made for varying periods of between one day and one year depending on the immediate

cash requirements of the Group and the Company, and earn interests at the respective short-term deposit fixed rates. The weighted average effective interest rates at the reporting date for the Group and the Company are as below:

Group Company 2017 2016 2017 2016 % % % %

Licensed banks 2.71 2.38 2.94 2.94

25. Loans and borrowings


Current Secured: Term loan at BLR+2.0% p.a. 1,117 4,136 - -

Obligations under finance leases (Note 30(b)) 3,994 962 13 13 Bank overdrafts (Note 24) 8,363 (140) - -

13,474 4,958 13 13

Unsecured: Advances from a non-controlling

shareholder of a subsidiary 1,805 1,805 - - Advance from ultimate holding company 3,633 7,467 3,633 7,467

5,438 9,272 3,633 7,467

18,912 14,230 3,646 7,480



25. Loans and borrowings (cont’d)


Non-current Secured: Redeemable Convertible Notes (Note 28) 2,184 - 2,184 -

Term loan at BLR+2.0% p.a. 6,604 776 - - Obligations under finance leases (Note 30(b)) 3,587 4,237 60 78

12,375 5,013 2,244 78

Total loans and borrowings 31,287 19,243 5,890 7,558

The remaining maturities of the loans and borrowings are as follows:


On demand or within one year 18,912 14,230 3,646 7,480 More than 1 year and less than 2 years 4,372 4,037 19 18 More than 2 years and less than 5 years 3,729 723 40 38 5 years or more 4,274 253 2,186 22

31,287 19,243 5,891 7,558

Advances from a non-controlling shareholder of a subsidiary

The advances from a non-controlling shareholder of a subsidiary, Uniphoenix Corporation Bhd. (in liquidation) are unsecured, non-interest bearing and are repayable on demand.

Advance from holding company

The advance from the holding company is unsecured, bears interest of 2.5% per annum and is repayable on demand.

Obligations under finance leases

These obligations are secured by a charge over the leased assets (Note 14). The weighted average discount rate implicit in the lease is 5.5% (2016: 5.5%) per annum.



26. Trade and other payables


Current Trade payables Third parties 31,728 29,845 162 3,903

Other payables Amounts due to subsidiaries - - 35,895 31,858

Deposits received - Interest - 8,815 - -

Other payables 9,406 125,899 4,186 - Accruals 34,168 17,144 3,445 837 Others 44,035 45,595 4,454 8,374

87,609 197,453 47,980 41,069

Total trade and other payables (Note 33) 119,337 227,298 48,142 44,972

Non-current Other payables 9,850 - - -

Total trade and other payables 129,187 227,298 48,142 44,972

Add: Loans and borrowings (Note 25) 31,287 19,243 5,890 7,558

Total financial liabilities carried at amortised cost 160,474 246,541 54,032 52,530

(a) Trade payables

These amounts are non-interest bearing. Trade payables are normally settled on 30 to 90 days (2016: 30 to 90 days) terms. Non-current trade payables are repayable after 12 months on installment basis.

(b) Other payables

In 2016, amount due to JCDSB was part of the total consideration of RM180 million for JCorp and JCDSB agreeing to appoint Damansara Realty Johor Sdn. Bhd. (“DRJ”), a subsidiary of the Company, as thedeveloperforTamanDamansaraAliff(“TDA”).On1July2011,JCDSBhadgrantedanextensionoftimeofDRJ’s appointment as the developer of TDA for 5 years until 30 September 2016. Accordingly, the term of repayment of amount due to JCDSB was modified to be repayable within 5 years until 30 September 2016. It was repayable on when and as is where is basis subject that DRJ shall undertake to set aside a propotion of proceeds arising from the land sale of development of properties in TDA, for the purpose of settlement of the said amount.

On 14 October 2016, the Company had entered into a settlement agreement with JCorp, JCDSB and JLand for the proposed settlement of amount owing to JCDSB. On 11 April 2017, the Company had obtained shareholders’ approval on the proposed settlement of amount owing to JCDSB.

On 22 November 2017, the Company received the approval from the relevant authorities and accordingly the proposed settlement has been completed in accordance with the term and conditions of the agreed agreement, and the amount due tu JCDSB was fully settled.

(c) Amounts due to subsidiaries

These amounts are unsecured, repayable on demand and non-interest bearing except for an amount of RM1,630,755 (2016: RM1,630,755) which bears interest at the effective average rate of 6.6% (2016: 6.6%) per annum.



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27. Share capital, Share premium, Capital reserve, Merger deficit and Exchange reserve (cont’d)

Number of ordinary shares l-------- Amount --------l 2017 2016 2017 2016 ’000 ’000 RM’000 RM’000

Authorised share capital At beginning and end of 2016 and 2017 N/A 2,000 N/A 1,000

Issued and fully paid-up At 1 January Ordinary shares of - RM0.50 each 309,371 309,371 154,685 154,685

Ordinary shares of - RM0.50 each 309,371 309,371 154,685 154,685

Issuance of new shares under

- conversion of redeemable notes 1,000 - 500 -

Transfer from share premium - - 156 -

At 31 December 310,371 309,371 155,341 154,685

The Companies Act, 2016 (2016 Act) which came into effect from 31 January 2017 has repealed the Companies Act, 1965. The 2016 Act has abolished the concept of par or nominl value of shares and hence, the share premium, capital redemption reserve and authorised capital will be abolished. In accordance risk Section 618 (2) of the 2016 Act, the amount standing to the credit of the share premium account has become part of the Company’s share capital. There is no impact on the number of ordinary shares in issue of 309,371,264 or the entitlement of the holders of the Company’s ordinary shares.

a) Merger deficit

This represents the difference between the consideration paid and the share capital of the acquired companies.

b) Capital reserve

This represents reserve arising from bonus issue by a subsidiary.

28. Redeemable Convertible Notes (“RCN”)

On 8 November 2017, the shareholders of the Company at the Extraordinary General Meeting approved the issuance of RCN with an aggregate principal amount of up to RM150 million under a Redeemable Convertible Notes programme convertible into a maximum of 300 million ordinary shares of minimum conversion price at RM0.50 each in the Company, representing approximately 39.26% of the enlarge issued share capital. The RCN hasatenureof3yearsuptoDecember2020(“MaturityDate”).



28. Redeemable Convertible Notes (“RCN”) (cont’d)

The proceeds from the issuance are to utilised for financing of property development activities and working capital requirements as follows:

Proposed Utilised in Utilised Balance Purpose Utilisation 2017 subsequent to year end

Financing of property development activities 77,000 - - 77,000Working capital requirements 61,000 (2,161) (4,635) 54,204Estimated expenses in relations to the Proposed Notes Issued 12,000 (839) (365) 10,796

150,000 (3,000) (5,000) 142,000)

The salient terms of the RCN are as follows:-

i) The RCN bear interest from the respective dates on which they are issued and registered at the rate of 0.1% per annum, payable semi-annually in arrears on 30 June and 31 December in each year with the last payment of interest being made on the Maturity Date;

ii) The price at which each Conversion Share shall be issued upon conversion of the Notes be:

a) In respect of Tranche 1 Notes, 80% of the average closing price per Share on any three (3) consecutive business days as selected by the Noteholder(s) during the forty-five (45) business days immediately preceding the relevant conversion date on which Shares were traded on the Main Market of Bursa Securities;

b) In respect of Tranche 2 Notes, 82% of the average closing price per Share on any three (3) consecutive business days as selected by the Noteholder(s) during the forty-five (45) business days immediately preceding the relevant conversion date on which Shares were traded on the Main Market of Bursa Securities;

c) In respect of Tranche 3 Notes, 85% of the average closing price per Share on any three (3) consecutive business days as selected by the Noteholder(s) during the forty-five (45) business days immediately preceding the relevant conversion date on which Shares were traded on the Main Market of Bursa Securities;

d) In respect of Tranche 4 Notes, 90% of the average closing price per Share on any three (3) consecutive business days as selected by the Noteholder(s) during the forty-five (45) business days immediately preceding the relevant conversion date on which Shares were traded on the Main Market of Bursa Securities,

iii) All RCN are convertible at the option of the Company (except Tranche 1), subject to the terms of the Redemption Option at any time after the issue date of the Notes and up to the day falling seven (7) days prior to the Maturity Date;

iv) If the Conversion Price (as elected by the Noteholder(s)) is less than or equal to 65% of the average of the daily traded volume weighted average price (VWAP) of the Company for the 45 market days prior to the relevant closing date in respect of each first sub-tranche of the respective tranches of the Notes. The redemption option offers the Company a contractual right to seek redemption (as opposed to acceding to the Subscriber’s right to convert of the Notes) in the event the market price is below a certain threshold as agreed between the parties;

v) The Subscriber no longer has a right of conversion and is only paid a redemption amount with a 8% per annum interest for the Notes in the event the Company decides to redeem to Notes. The 65% threshold and 8% per annum interest are figures negotiated and accepted by the Company and Subscriber from a commercial perspective in such an eventuality after the parties taking into consideration the Subscriber’s cost of funding and expected yields;

vi) Any RCN not converted at maturity date may be redeemed by the Company at 100% of their principal amount.



28. Redeemable Convertible Notes (“RCN”) (cont’d)

The liability component and equity component of the RCN are allocated at initial recognition as follows:-

Group/Company 2017 RM’000

Issue during the financial year – liability component 3,000 Conversion to ordinary shares during the financial year (500) Equity component on borrowing (316)

2,184

29. Related party transactions

(a) Sale and purchase of goods and services

In addition to the related party information disclosed elsewhere in the financial statements, the following significant transactions between the Group and related parties took place at terms agreed between the parties during the financial year:

Related companies within Seaview Holdings Sdn Bhd:


Interest on advances 274 287 274 287

Related companies within Damansara Realty Berhad:

Management fees payable to holding company - - 7,239 7,142 Interest income from subsidiary companies - - 2,850 - Dividend income from subsidiary companies - - 1,334 1,400 Intercompany sales 3,428 3,218 - -

(b) Compensation of key management personnel


Salaries and other emoluments 3,702 5,762 1,504 84 Defined contribution plan 365 697 72 149

4,067 6,459 1,576 233



30. Commitments

(a) Operating lease commitments – as lessee

The Group has entered into commercial leases on office buildings. These leases have an average tenure of three years with no renewal option or contingent rent provision included in the contract. There are no restrictions placed upon the Group by entering into these leases.

Future minimum rentals payable under non-cancellable operating leases at the reporting date are as follows:

Group 2017 2016 RM’000 RM

Not later than 1 year 65,425 54,276 Later than 1 year but not later than 5 years 74,655 115,075 Later than 5 years 3 54

140,083 169,405

(b) Finance lease commitments The Group has finance leases for certain motor vehicles and plant and machinery (Note 14). These leases do

not have terms of renewal, but have purchase options at nominal values at the end of the lease term.

Future minimum lease payments under finance leases together with the present value of the net minimum lease payments are as follows:

Group 2017 2016 RM’000 RM’000

Minimum lease payments:

Not later than 1 year 3,994 1,103 Later than 1 year but not later than 2 years 2,445 3,521 Later than 2 years but not later than 5 years 2,319 810 Later than 5 years 44 237

Total minimum lease payments 8,802 5,671 Less: Amounts representing finance charges (1.221) (472)

Present value of minimum lease payments 7,581 5,199

Present value of payments:

Not later than 1 year 3.272 962 Later than 1 year but not later than 2 years 2,145 3,281 Later than 2 years but not later than 5 years 2.122 741 Later than 5 years 42 215

Present value of minimum lease payments 7,581 5,199 Less: Amount due within 12 months (Note 25) (3,994) (962)

Amount due after 12 months (Note 25) 3,587 4,237



31. Fair value of financial instruments

A. Fair value of financial instruments by classes that are not carried at fair value and whose carrying amounts are not reasonable approximation of fair value

Group Carrying Fair amount value RM’000 RM’000

At 31 December 2017 Financial liabilities: Non-current Loans and borrowings (non-current) (Note 25) - Term loan 6,604 -

At 31 December 2016 Financial liabilities: Non-current Loans and borrowings (non-current) (Note 25) - Term loan 776 -

B. Determination of fair value Financial instruments that are not carried at fair value and whose carrying amounts are reasonable

approximation of fair value.

The following are classes of financial instruments that are not carried at fair value and whose carrying amounts are reasonable approximation of fair value:

Note

Other investments (current) 19 Trade and other receivables (current) 22 Loans and borrowings (current) 25 Trade and other payables (current) 26 The carrying amounts of these financial assets and liabilities are reasonable approximation of fair values due

to their short-term nature. The carrying amounts of the current portion of loans and borrowings are reasonable approximations of fair

values due to the insignificant impact of discounting. Thefairvaluesofnon-currentloansandborrowingsareestimatedbydiscountingexpectedfuturecashflows

at market incremental lending rate for similar types of lending, borrowing or leasing arrangements at the reporting date.



31. Fair value of financial instruments (cont’d)

C. Fair value measurement

The following table provides the fair value measurement hierarchy of the Group’s assets and liabilities.

Quantitative disclosures fair value measurement hierarchy for asset as at 31 December 2017

Carrying Date of amount Fair value Fair value disclosures valuation RM’000 RM’000

Investment properties (Note 16) 31 December 2014 89,177 90,186

Fair value disclosure of investment properties are categorised in Level 2 within the fair value hierarchy where the valuation involved significant directly or indirectly observable inputs.

32. Financial risk management objectives and policies

The Group and the Company are exposed to financial risks arising from their operations and the use of financial instruments. The key financial risks include credit risk, liquidity risk and interest rate risk.

The Board of Directors reviews and agrees policies and procedures for the management of these risks. The audit committee provides independent oversight to the effectiveness of the risk management process.

It is, and has been throughout the current and previous financial year, the Group’s policy that no derivatives shall be undertaken.

The following sections provide details regarding the Group’s and Company’s exposure to the abovementioned

financial risks and the objectives, policies and processes for the management of these risk. (a) Credit risk

Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations. The Group’s and the Company’s exposure to credit risk arises primarily from trade and other receivables. For other financial assets (including cash and bank balances), the Group and the Company minimise credit risk by dealing exclusively with high credit rating counterparties.

The Group’s objective is to seek continual revenue growth while minimising losses incurred due to increased credit risk exposure. The Group trades only with recognised and creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant.

Exposure to credit risk

At the reporting date, the Group’s and the Company’s maximum exposure to credit risk is represented by the carrying amount of each class of financial assets recognised in the statement of financial position.

Information regarding credit enhancements for trade and other receivables is disclosed in Note 22.



32. Financial risk management objectives and policies (cont’d)

(a) Credit risk (cont’d)

Credit risk concentration profile The Group determines concentrations of credit risk by monitoring the business segment of its trade

receivables on an ongoing basis. The credit risk concentration profile of the Group’s trade receivables at the reporting date are as follows:

Group 2017 2016 RM’000 % in total RM’000 % in total

By business segments: Property development 8,426 21 - -

Integrated facility management 24,612 60 1,690 100 Project management consultancy 7,885 19 - -

40,923 100 1,690 100

Financial assets that are neither past due nor impaired

Information regarding trade and other receivables that are neither past due nor impaired is disclosed in Note 22. Deposits with banks and other financial institutions that are neither past due nor impaired are placed with or entered into with reputable financial institutions.

Financial assets that are either past due or impaired

Information regarding financial assets that are either past due or impaired is disclosed in Note 22.

(b) Liquidity risk

Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Group’s and the Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Group’s and the Company’s objective is to maintainabalancebetweencontinuityoffundingandflexibilitythroughtheuseofstand-bycreditfacilities.

Analysis of financial instruments by remaining contractual maturities

The table below summarises the maturity profile of the Group’s and the Company’s liabilities at the reporting date based on contractual undiscounted repayment obligations.




(b) Liquidity risk (cont’d)

Analysis of financial instruments by remaining contractual maturities (cont’d)

On demand or within One to Over five one year five years years Total RM’000 RM’000 RM’000 RM’000

Group

At 31 December 2017 Financial liabilities: Trade and other payables 119,337 - 9,850 129,187

Loans and borrowings 18,912 8,101 4,274 31,287

Total undiscounted financial liabilities 138,249 8,101 14,124 160,474

At 31 December 2016 Financial liabilities: Trade and other payables 227,298 - - 227,298

Loans and borrowings 14,230 4,760 253 19,243

Total undiscounted financial liabilities 241,528 4,760 253 246,541

Company

At 31 December 2017 Financial liabilities: Trade and other payables 48,141 - - 48,141

Loans and borrowings 3,646 59 2,186 5,891

Total undiscounted financial liabilities 51,787 59 2,186 54,032 At 31 December 2016

Financial liabilities: Trade and other payables 44,972 - - 44,972

Loans and borrowings 7,480 56 22 7,558

Total undiscounted financial liabilities 52,452 56 22 52,530

(c) Interest rate risk

InterestrateriskistheriskthatthefairvalueorfuturecashflowsoftheGroup’sandtheCompany’sfinancialinstrumentswillfluctuatebecauseofchangesinmarketinterestrates.

The Group’s and the Company’s exposure to interest rate risk arises primarily from their loans and borrowings. Atthereportingdate,theGroupandCompanydonothavefloatingrateborrowings.




(d) Foreign currency risk

Foreigncurrencyriskistheriskthatthefairvalueoffuturecashflowsofafinancialinstrumentwillfluctuatebecause of changes in foreign exchange rates.

The Group has transactional currency exposures arising from sales or purchases that are denominated in a currency other than the respective functional currencies of the Group entities, primarily RM, Singapore Dollar and Philippine Peso. The management believes that the foreign exchange risk is minimal.

It is not the Group’s policy to hedge its transactional foreign currency risk exposure.

33. Capital management

The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value.

The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. No changes were made in the objectives, policies or processes during the years ended 31 December 2017 and 31 December 2016.

The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group’s policy is to keep the gearing ratio below 70%. The Group includes within net debt, loans and borrowings, trade and other payables, less cash and bank balances. Capital includes equity attributable to the owners of the parent.


Loans and borrowings 25 31,287 19,243 5,890 7,558 Trade and other payables 26 129,187 227,298 48,142 44,972 Cash and bank balances 24 (27,472) (25,672) (795) (354)

Net debt 133,002 220,869 53,237 52,176 Equity attributable to the owners of the parent, representing total capital 147,403 87,969 45,049 42,687

Capital and net debt 280,405 308,838 98,286 94,863

Gearing ratio 47% 72% 54% 55%



34. Segment information

For management purposes, the Group is organised into business units based on their products and services, and has four reportable operating segments as follows:

I. Property development - the development of residential and commercial properties.

II. Construction contracts - construction of sewage treatment plant, residential and commercial properties.

III. Property services - provision of property services comprising of general services, facility management, project management and consultant, construction management, energy management services, hospital planning, maintenance services and manpower services.

IV. Parking services - parking operation, trading of parking equipments and the provision of related consultancy services.

Except as indicated above, no operating segments have been aggregated to form the above reportable operating segments.

Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss which, in certain respects as explained in the table below, is measured differently from operating profit or loss in the consolidated financial statements. Group financing (including finance costs) and income taxes are managed on a group basis and are not allocated to operating segments.

Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third parties.

A Inter-segment revenues are eliminated on consolidation.

B Other material non-cash expenses consist of the following items as presented in the respective notes to the financial statements:

Note 2017 2016 RM’000 RM’000

Impairment loss on financial assets: - trade receivables 22 1,555 1,541 - other receivables 22 1,811 - Write-off of property, plant and equipment 14 - 580

3,366 2,121

C Additions to non-current assets consist of:

2017 2016 RM’000 RM’000

Investment properties 87,686 - Property, plant and equipment 10,763 9,715

98,449 9,715



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35. Material litigations

(a) BungsarHillHoldingsSdnBhd(“BHH”)vDamansaraRealtyBerhad(“DBHD”)

On 4 February 2016, The Federal Court registrar fixed the matter for Hearing on 12 May 2016. The Federal Court on 12 May 2016 granted BHH’s leave to appeal on one single question on law only pertaining to the payment of interest on a land acquisition’s compensation monies. The suit was fixed for case management on 18 November 2016.

During the case management on 18 November 2016, the parties’ solicitors had informed the FC that the GroundsofJudgment(“GOJ”)fromtheCourtofAppeal(“COA”)hadnotbeenobtaineddespiteoftheseveralrequests made. The FC also informed that the Appeal cannot be heard until the GOJ had been obtained from the COA. During the case management on 22 November 2017, the FC fixed another case management on 24 January 2018 pending the receipt of the COA’s GOJ. On 24 January 2018, the FC informed the parties that the GOJ shall be available on the end of January 2018. As such, the FC fixed a Hearing date for the appeal proper on 12 April 2018.

(b) Om Cahaya Mineral Asia Berhad v Damansara Realty (Pahang) Sdn Bhd

On5February2016,OmCahayaMineralAsiaBerhad(“OmCahaya”)filedaclaimforunlawfulterminationof contract in relation to their alleged appointment to carry out mining works at Damansara Realty (Pahang) SdnBhd’s(“DRP”)landinKuantan,Pahang.

On27May2016,theKualaLumpurHighCourt(“KLHC”)allowedDRP’sapplicationtostrikeoutOmCahaya’ssummonsandstatementofclaim(“KLHC’sDecision”)withcosts.

OmCahayaappealedtotheCourtofAppeal(“COA”)againsttheKLHC’sDecisionandtheCOAfixedadatefor Hearing of the appeal on 6 March 2017. On 6 March 2017, the COA allowed Om Cahaya’s appeal against theKLHC’sDecisionandorderedforthecasetoberevertedtoKLHCfortrialthereafter(“COA’sDecision”).

Following the COA’s Decision on the reversal of case to the KLHC, Om Cahaya filed in an application on 17 April2017totransferthecasefromKLHCtoKuantanHighCourt(“transferapplication”).On7June2017,Om Cahaya withdrew their transfer application with no order to costs.

On 17 November 2017, the KLHC allowed DRP’s application of stay of proceeding pending the disposal of theFC’sappeal(“stayapplication”).Duringthecasemanagementon17January2018,theKLHCdirectedtheparties to file the pre-trial Court papers (except for the Bundle of Documents) by the next case management date on 26 March 2018 and to update the KLHC on the possibility of mediation between the parties. The KLHC then fixed the tentative Trial dates on 27 June 2018 until 29 June 2018, subject to the FC Decision on 15 March 2018.

Following the COA’s Decision in allowing Om Cahaya’s appeal, DRP filed an application in the Federal Court (“FC”)toseekleavetoappealtotheFC(“leaveapplication”).Thepartieson20April2017hadupdatedtheFC on DRP’s leave application to appeal against the COA’s Decision. During the Hearing of leave application on14August2017,theFCdirectedthepartiestoobtaintheGroundsofJudgment(“GOJ”)fromtheCourtofAppeal and postponed the Hearing date thereafter. As the parties has received the GOJ, the FC, during the case management on 9 January 2018, fixed the Hearing date on 15 March 2018 to hear DRP’s application for leave to appeal to the FC.



36. Supplementary information - breakdown of accumulated losses into realised and unrealised

The breakdown of the accumulated losses of the Group and of the Company as at 31st December 2017 and 2016 into realised and unrealised profits/(losses) is presented in accordance with the directive issued by Bursa Malaysia Securities Berhad dated 25 March 2010 and prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Listing Requirements of Bursa Malaysia Securities Berhad, as issued by the Malaysian Institute of Accountants.

Group Company RM’000 RM’000

At 31 December 2017

Total accumulated losses of the Company and its subsidiaries - Realised 212,536 (110,608) - Unrealised (550) -

211,986 (110,608) Less: Consolidation adjustments (182,537) -

Accumulated losses as per financial statements 29,449 (110,608)

At 31 December 2016

Total accumulated losses of the Company and its subsidiaries - Realised 138,225 (112,154) - Unrealised (646) -

137,579 (112,154) Less: Consolidation adjustments (184,590) -

Accumulated losses as per financial statements (47,011) (112,154)



LIST OF PROPERTIES HELD BY THE GROUP

Title / Particulars of Location

Tenure Area Description Age of Building

Net Book Value

RM'000

Date of Valuation

Lot Nos. 17423, 17424, 17427, 17431, 17434, 17439, Mukim Sungai Karang, Kuantan, Pahang.

Lot Nos. 5995, 5997 & 5998, Mukim Beserah, Kuantan, Pahang

Freehold 504.29 Acres

9 parcels of agricultural land with development potential

N/A 37,386 31 December 2014

Lot Nos. 2389 to 2402, Mukim of Beserah, Kuantan, Pahang

Freehold 0.56 Acres

14 parcels of vacant subdivided commercial terraced shop/office plot

Lot Nos. 4139 to 4160 and 4162 to 4188, Mukim of Beserah, Kuantan, Pahang

Freehold 2.63 Acres

49 parcels of subdivided residential terrace / semi-detached plot

Lot Nos. 2189 and 2190, Mukim of Beserah, Kuantan, Pahang

Freehold 0.27 Acres

2 parcels of vacant subdivided residential semi-detached plot

Lot No. 2388, Mukim of Beserah, Kuantan, Pahang

Freehold 1.013 Acres

A parcel of commercial land designated for petrol station use

Level 14, Menara Safuan, No. 80, Jalan Ampang, Kuala Lumpur

Freehold 5,122 sq.ft.

Office Building 20 years 1,491 31 December 2014

No.7,Jalan Hujung Permatang Satu 26/25A, Section 26, 40000 Shah Alam, Selangor Darul Ehsan


Double storey shophouse N/A 242 N/A

No. 47, Blok J & No. 33, Blok H, Jalan Aliff 4,Taman Damansara Aliff,81200 Johor Bahru,Johor


2 units of Shop Office 1 3,297 N/A


LIST OF PROPERTIES HELD BY THE GROUP (cont’d)

Title / Particulars of Location

Tenure Area Description Age of Building

Net Book Value

RM'000

Date of Valuation

PTD 170455 - PTD170522, Mukim tebrau,Johor Bahru, Johor

Freehold 128,508 68 parcels of vacantsubdivided commercialterraced shop/office plot

N/A 87,686 3 November2016

PTD 170326 - PTD170373, Mukim tebrau,Johor Bahru, Johor

Freehold 87,819 48 parcels of vacantsubdivided commercialterraced shop/office plot

PTD 153151,Mukim Tebrau, JohorBahru, Johor

Freehold 67,213 A parcel of commercialland


Freehold 23,180 A parcel of commercialland


Freehold 8,078 Aparcelof“Building”land designated forkindergarden


Freehold 10,692 Aparcelof“Building”land designated forkindergarden


Freehold 43,560 Aparcelof“Building”land designated forpetrol station


Total Number of Issued Shares of the Company : 318,371,260 Ordinary Shares with voting right of one vote per ordinary share.

The changes in the number of issued shares in the Company from 309,371,260 ordinary shares since 5 April 2017 to 318,371,260 ordinary shares as at 19 March 2018, are set out as follows:

Date of Allotment No. of Ordinary Shares allotted

Consideration(RM)

Total No. of IssuedShares

11.12.2017 1,000,000 500,000 310,371,260

05.01.2018 1,000,000 500,000 311,371,260

10.01.2018 3,000,000 1,500,000 314,371,260

22.02.2018 4,000,000 2,000,000 318,371,260

Analysis by Size of Holdings

Size of Holdings No. of Holders

% No. ofShares

%

1 - 99 1,277 3.785 48,189 0.015

100 – 1,000 21,311 63.177 11,903,616 3.738

1,001 – 10,000 10,014 29.686 28,596,775 8.982

10,001 – 100, 000 1,011 2.997 29,833,291 9.370

100,001 – 15,918,562 (*) 117 0.346 60,088,477 18.873

15,918,563 and above (**) 2 0.005 187,900,912 59.019

TOTAL 33,732 100.000 318,371,260 100.00

Remark : * - Less than 5% of Issued Shares ** - 5% and above of Issued Shares

List of Top 30 Holders

(Without aggregating securities from different securities accounts belonging to the same registered holder)

No Name Holdings %

1. Seaview Holdings Sdn Bhd 157,816,580 49.569

2. Sindora Berhad 30,084,332 9.449

3. Kulim (Malaysia) Berhad 13,879,926 4.359

4. Kenanga Nominees (Asing) Sdn BhdAdvance Capital Partners Asset Management Private Limitedfor Advance Opportunities Fund 1

5,405,800 1.697

5. UOB Kay Hian Nominees (Asing) Sdn BhdExempt AN for UOB Kay Hian Pte Ltd (A/C Clients)

5,023,500 1.577

6. Datuk Tay Hock Tiam 2,520,000 0.791

7. Datin Leung Kit Man 1,479,068 0.464

8. Tan Chee Keong 1,301,500 0.408

SHAREHOLDINGS STATISTICSAs at 19 March 2018


No Name Holdings %

9. Kenanga Nominees (Asing) Sdn BhdExempt AN for Phillip Securities Pte Ltd (Client Account)

1,151,600 0.361

10. Harun bin Kassim 1,100,900 0.345

11. Kenanga Nominees (Tempatan) Sdn BhdPledged Securities Account for Khaled bin Mohamad Aroff

1,050,000 0.329

12. Kenanga Nominees (Tempatan) Sdn BhdPledgedSecuritiesAccountforMuhamadHapizbinOthman

949,200 0.298

13. Wong Ten Yong 919,900 0.288

14. Tan Beng Nee 820,000 0.257

15. Rashid bin Sihes 767,800 0.241

16. Maybank Nominees (Tempatan) Sdn BhdPledged Securities Account for Chow Ah Kau

676,300 0.212

17. Sam Fong @ Chan Sam Fong 600,000 0.188

18. Tam Soon Sian 600,000 0.188

19. Inter-Pacific Equity Nominees (Tempatan) Sdn BhdPledged Securities Account for Soh Jin Gee

584,000 0.183

20. Ng Say Piyu 510,000 0.160

21. Datuk Tay Hock Tiam 498,025 0.156

22. Ong Seng Chye 490,500 0.154

23. Teh Chin Huat 460,000 0.144


25. Selina Ng Li Yin 416,000 0.130

26. Public Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Tam Seng @ Tam Seng Sen (E-Pts)

400,000 0.125

27. Tay Lay Thoh 399,500 0.125

28. Kenanga Nominees (Tempatan) Sdn BhdPledgedSecuritiesAccountforAzizul@AzizulbinKatan

375,000 0.117

29. Soon Ah Seng 372,800 0.117

30. Ho Jia Luen 370,000 0.116

Total No. of Holders : 30Total Holdings : 231,441,131Total Percentage (%) : 72.695

SHAREHOLDINGS STATISTICSAs at 19 March 2018 (cont’d)


Substantial Shareholders

< -----------Direct-----------> < ----------Indirect---------- > No. of % No. of %Name Shares Held Held Shares Held Held

Seaview Holdings Sdn Bhd 157,816,580 49.57 - -Dato’ Daing A Malek bin Daing A Rahaman - - 157,816,580# 49.57Sindora Berhad 30,084,332 9.45 - -Kulim (Malaysia) Berhad 13,879,926 4.36 30,084,3321 9.45JCorp - - 43,964,2582 13.81

Notes:-

1. Deemed interested by virtue of its shareholdings in Sindora Berhad pursuant to Section 7 of the Act.

2. Deemed interested by virtue of its shareholdings in Kulim (Malaysia) Berhad pursuant to Section 7 of the Act.

# Dato’ Daing A Malek bin Daing A Rahaman deemed interested by virtue of his shareholdings in Seaview Holdings Sdn Bhd pursuant to Section 7 of the Act.

Analysis of Shareholders

No. of No. of Size of Holdings Holders % Shares %

Malaysian - Bumiputra 16,877 50.03 234,128,477 73.54 - Others 16,541 49.03 68,335,883 21.46

Foreigner 314 0.93 15,906,900 5.00

TOTAL 33,732 100.00 318,371,260 100.00

Directors’ Shareholdings

No Name Holdings %

1. Dato’AhmadZahribinJamil 20,000 0.006

2. Dato’ Daing A Malek bin Daing A Rahaman - -

3. ZainahbintiMustafa - -

4. Dato’ Mohd Aisom bin Omar - -

5. Datuk Md Othman bin Hj. Yusof - -

6. Haji Abdullah bin Md Yusof - -

7. WanAzmanbinIsmail - -

8. ShahrizambinAShukor - -

Summary

Total No. of Holder : 1Total Holdings : 20,000Total Percentage (%) : 0.006

SHAREHOLDINGS STATISTICSAs at 19 March 2018 (cont’d)


SHAREHOLDINGS STATISTICS - WARRANTAs at 19 March 2018

Total Number of Issued Warrants : 154,685,556 Warrants issued on the basis of one (1) warrant for every two (2) existing ordinary shares

Exercise Price : RM0.58 per warrant

Analysis by Size of Holdings - Warrant

Size of Holdings No. of Holders

% No. ofWarrants

%

1 - 99 1,393 4.210 36,580 0.023

100 – 1,000 26,369 79.698 10,026,360 6.481

1,001 – 10,000 4,778 14.441 13,049,573 8.436

10,001 – 100, 000 485 1.465 14,462,930 9.349

100,001 – 7,734,276 (*) 59 0.178 23,159,657 14.972

7,734,277 and above (**) 2 0.006 93,950,456 60.736

TOTAL 33,086 100.000 154,685,556 100.00

Remark : * - Less than 5% of Issued Warrants ** - 5% and above of Issued Warrants

List of Top 30 Holders - Warrant

(Without aggregating securities from different securities accounts belonging to the same registered holder)

No Name Holdings %

1. Seaview Holdings Sdn Bhd 78,908,290 51.012

2. Sindora Berhad 15,042,166 9.724

3. Kulim (Malaysia) Berhad 6,939,963 4.486

4. UOB Kay Hian Nominees (Asing) Sdn BhdExempt AN for UOB Kay Hian Pte Ltd (A/C Clients)

1,560,700 1.008


6. Datin Leung Kit Man 739,534 0.478

7. Toh Tiam Hwat 714,500 0.461

8. Harun bin Kassim 550,450 0.355

9. Maybank Nominees (Tempatan) Sdn BhdPledged Securities Account for Lau Hing Kuok

500,000 0.323

10. Kenanga Nominees (Tempatan) Sdn BhdPledgedSecuritiesAccountforMuhamadHapizbinOthman

474,600 0.306

11. Wong Ten Yong 459,950 0.297

12. Kenanga Nominees (Asing) Sdn BhdExempt AN for Phillip Securities Pte Ltd (Client Account)

457,800 0.295


SHAREHOLDINGS STATISTICS - WARRANTAs at 19 March 2018 (cont’d)

No Name Holdings %

13. Mohd Daniel Lee bin Abdullah 405,800 0.262

14. Yap Pau Fang 396,000 0.256

15. Tan Beng Nee 387,500 0.250



18. Tan Siew Bin 305,000 0.197


20. Inter-Pacific Equity Nominees (Tempatan) Sdn BhdPledged Securities Account for Soh Jin Gee

292,000 0.188

21. Ng Say Piyu 255,000 0.164


23. Ong Seng Chye 245,250 0.158


25. Selina Ng Li Yin 208,000 0.134

26. Chon Fong 200,000 0.129

27. Lui Yuen Qiu 200,000 0.129

28. Public Nominees (Tempatan) Sdn BhdPledged Securities Account for Tan Siew Bin (E-Tsa/Kti)

200,000 0.129

29. Sim Sai Yow 200,000 0.129

30. Tay Lay Thoh 199,750 0.129

Total No. of Holders : 30Total Holdings : 112,138,215Total Percentage (%) : 72.494

Substantial Shareholders - Warrant

< -----------Direct-----------> < ----------Indirect---------- > No. of % No. of %Name Shares Held Held Shares Held Held

Seaview Holdings Sdn Bhd 78,908,290 51.01 - -Dato’ Daing A Malek bin Daing A Rahaman - - 78,908,290# 51.01Sindora Berhad 15,042,166 9.72 - -Kulim (Malaysia) Berhad 6,939,963 4.49 15,042,1661 9.72JCorp - - 21,982,1292 14.21

Notes:-

1. Deemed interested by virtue of its shareholdings in Sindora Berhad pursuant to Section 7 of the Act.

2. Deemed interested by virtue of its shareholdings in Kulim (Malaysia) Berhad pursuant to Section 7 of the Act.

# Dato’ Daing A Malek bin Daing A Rahaman deemed interested by virtue of his shareholdings in Seaview Holdings Sdn Bhd pursuant to Section 7 of the Act.


SHAREHOLDINGS STATISTICS - WARRANTAs at 19 March 2018 (cont’d)

Analysis of Shareholders - Warrant

No. of No. of Size of Holdings Holders % Shares %

Malaysian - Bumiputra 16,812 50.30 115,850,562 74.89 - Others 16,301 49.03 34,763,016 22.47Foreigners 311 0.93 4,071,978 2.63

TOTAL 33,424 100.00 154,685,556 100.00

Directors’ Shareholdings - Warrant

None of the Directors have any interest in the Warrants.


NOTICE IS HEREBY GIVEN THAT the56thAnnualGeneralMeeting (“AGM”)ofDamansaraRealtyBerhad (4030-D)(“DBHD”or“theCompany”)willbeheldatJohorConferenceHallII(LevelII),ForestCityPhoenixHotel,JalanForestCity1, Pulau Satu, Gelang Patah, 81550 Johor Bahru, Johor, Malaysia on Wednesday, 27 June 2018 at 11.00 a.m to transact the following business:

AGENDA

1. To receive the Audited Financial Statements for the financial year ended 31 December 2017 together with the Directors and Auditors Report thereon.

2. To consider and if thought fit, to pass the following Ordinary Resolutions in accordance with Article 81 of the Company’s Constitution and/or Malaysian Code on Corporate Governance 2017(“MCCG2017”):

(a) “THAT Dato’ Mohd Aisom bin Omar, the Director retiring by rotation in accordance with Article 81 of the Company’s Constitution, be and is hereby re-elected as a DirectoroftheCompany”.

(b) “THAT Datuk Md Othman bin Hj Yusof, the Director retiring by rotation in accordance with Article 81 of the Company’s Constitution, be and is hereby re-elected as a DirectoroftheCompany”.

(c) “THATShahrizambinAShukor,theDirectorretiringbyrotationinaccordancewithArticle 81 of the Company’s Constitution, be and is hereby re-elected as a Director of theCompany”.

3. TorecordtheretirementofZainahbintiMustafa,whohasservedasaSeniorIndependentNon-Executive Director for more than 14 years and has decided not to seek for re-appointment.

4. To approve the payment of Directors’ Fees to the Non-Executive Directors amounting to RM480,000 in respect of the financial year ended 31 December 2017.

5. To approve the payment of Directors’ Fees to the Non-Executive Directors amounting to

RM480,000 for the period from 1 January 2018 until the next AGM of the Company in 2019.

6. To approve the payment of Directors’ Remuneration (excluding Directors’ fees) to the Non-Executive Directors amounting to RM165,000 with effect from 28 June 2018 until the next AGM of the Company in 2019.

7. To re-appoint Messrs. Jamal, Amin & Partners as the Company’s Auditors for the financial year ending 31 December 2018 until the conclusion of the next AGM and to authorise the Directors to determine their remuneration.

AS SPECIAL BUSINESS To consider and, if thought fit, pass the following resolutions:

ExplanatoryNote 1

Resolution 1

Resolution 2

Resolution 3

Resolution 4

Resolution 5

Resolution 6(Explanatory

Note 2)

Resolution 7

NOTICE OF ANNUAL GENERAL MEETING


NOTICE OF ANNUAL GENERAL MEETING (cont’d)

8. ORDINARY RESOLUTION AUTHORITY TO ALLOT SHARES IN GENERAL PURSUANT TO SECTION 75 OF THE

COMPANIES ACT, 2016 (“the Act”)

“THAT pursuant to Section 75 of the Companies Act, 2016 and subject to the approvals of the relevant governmental/regulatory authorities, the Directors be and are hereby empowered to issue shares in the capital of the Company from time to time and upon such terms and conditions and for such purposes as the Directors, may at their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being and that the Directors be and are hereby also empowered to obtain the approval from the Bursa Malaysia Securities Berhad for the listing and quotation of the additional shares so issued and that such authority shall continue to be in force until the conclusion of the next AGM of theCompany.”

9. ORDINARY RESOLUTION

PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“Proposed Shareholders’ Mandate”)

“THAT, subject always to the Act and Main Market Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given to the Company and/or its subsidiary companies to renew the existing mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature from the shareholders of the Company for the Company and/or its subsidiary companies to enter into all arrangements and/or transactions involving the interest of Directors, substantial shareholders or persons connected with Directors and/or substantial shareholders of the Company and/or its subsidiary companies (Related Parties) as outlined in the Part A, Section 2.2 of the Circular to Shareholders dated 30 April 2018 (‘the Circular to Shareholders’), which are necessary for the day-to-day operations of the Company and/or its subsidiary companies, and are within the ordinary course of business of theCompanyand/oritssubsidiarycompanies(“ProposedShareholders’Mandate”),subjectfurther to the following:

i) the transactions are in the ordinary course of business for the day-to-day operations and normal commercial terms which are not more favorable to the related parties than those generally available to the public and not to the detriment of the minority shareholders; and

ii) disclosure will be made in the Annual Report of the aggregate value of transactions conducted pursuant to the Proposed Shareholders’ Mandate during the financial year including amongst others, the following information: -

a) the type of the Recurrent Related Party Transactions made; and b) the names of the related parties involved in each type of the Recurrent Related

Party Transaction entered into and their relationships with the Company;

AND THAT such approval shall continue to be in force until:-

i) the conclusion of the next AGM of the Company following the General Meeting at which the Proposed Shareholders’ Mandate was passed, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed;

ii) the expiration of the period within which the next AGM after this date is required to be held pursuant to Section 340 (2) of the Companies Act, 2016 (‘the Act’) (but shall not extend to such extensions as may be allowed pursuant to Section 340 (4) of the Act); or

iii) revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting; whichever is earlier.


Note 3)


Note 4)


AND FURTHER THAT the Directors of the Company be authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary or give effect to the Proposed Shareholders’ Mandate.

10. SPECIAL RESOLUTION

PROPOSED ADOPTION OF NEW CONSTITUTION OF THE COMPANY

“THAT approval be and is hereby given to revoke the existing Constitution of the Company with immediate effect by the replacement thereof with the proposed new Constitution of the Company as set out in the Part B of the Circular to Shareholders dated 30 April 2018.

AND THAT the Directors of the Company be and are hereby authorised to assent to any

conditions, modifications and/or amendments as may be required by any relevant authorities, and to do all acts and things and take all such steps as may be considered necessary to give fulleffecttotheforegoing.”

11. To transact any other business of the Company of which due notice shall have been given in accordance with the Companies Act, 2016.


Note 5)


By Order of the Board DAMANSARA REALTY BERHAD

WAN RAZMAH BINTI WAN ABD RAHMAN(MAICSA 7021383) Secretary

Venue : Kuala LumpurDated : 30 April 2018

EXPLANATORY NOTES

1. AUDITED FINANCIAL STATEMENTS FOR FINANCIAL YEAR

The Audited Financial Statements laid at this meeting pursuant to Section 340 (1) (a) of the Companies Act, 2016 are meant for discussion only. It does not require shareholders’ approval and therefore, will not be put for voting.

2. ORDINARY RESOLUTION 6 – TO APPROVE THE REMUNERATION FOR THE NON-EXECUTIVE DIRECTORS

Directors’ Remuneration (excluding Directors’ Fees) comprises the allowances and other emoluments payable to the Chairman and the other Non-Executive Directors are as set out below:

Items Chairman NEDs

Monthly Fixed Allowance RM5,000 -

Other Benefits Travelling and other claimable benefits

Travelling and other claimable benefits

Meeting Allowances (per meeting):-

•BoardMeeting RM1,000 RM1,000

•BoardAuditCommitteeMeeting - RM1,000

•BoardNominationandRemunerationCommittee Meeting

- RM1,000

•BoardRiskManagementCommitteeMeeting - RM1,000

•TenderBoardCommitteeMeeting - RM1,000

•AnnualGeneralMeeting RM1,000 RM1,000

•ExtraordinaryGeneralMeeting RM1,000 RM1,000



3. ORDINARY RESOLUTION 8 – AUTHORITY TO ALLOT SHARES PURSUANT TO SECTION 75 OF THE COMPANIES ACT, 2016

The proposed Ordinary Resolution 8 is the renewal of the mandate obtained from the members at the last AGM (“thepreviousmandate”).TheproposedOrdinaryResolution8,ifpassed,wouldprovideflexibilitytotheDirectorsto undertake fund raising activities, including but not limited to further placement of shares for the purpose of funding the Company’s future investment project(s), working capital and/or acquisition(s), by the issuance of shares in the Company to such persons at any time as the Directors may deem fit provided that the aggregate number of shares issued pursuant to the mandate does not exceed 10% of the total number of issued shares of the Company for the time being, without having to convene a general meeting. This authority, unless revoked or varied by the Company in a general meeting, will expire at the conclusion of the next AGM of the Company or at the expiry of the period within which the next AGM is required to be held after the approval was given, whichever is earlier.

4. ORDINARY RESOLUTION 9 – PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“Proposed Shareholders’ Mandate”)

The Ordinary Resolution 9 proposed, if passed, is to authorise the Company and/or its subsidiary companies to enter into any recurrent transactions of a revenue or trading nature with Related Parties which are necessary for the day-to-day operations of the Group, subject to the transaction being in the ordinary course of business, on arms’ length basis and are based on normal commercial terms that are not more favorable to the related parties than those generally made available to the public

Please refer to Part A of the Circular to Shareholders dated 30 April 2018 for further information.

5. SPECIAL RESOLUTION 10 - PROPOSED ADOPTION OF NEW CONSTITUTION OF THE COMPANY

The proposed adoption of the new Constitution of the Company shall be made for the following purposes:

a) To provide clarity and consistency with the amendments that arise from the Companies Act 2016 effective 31 January 2017; and

b) To ensure compliance with the updated Bursa Malaysia Securities Berhad’s Main Market Listing Requirements which was issued on 29 November 2017.

Under Article 149 of the existing Company’s Constitution, amendments to the Constitution can be made if duly passed by way of a Special Resolution. In view of the substantial amount of the Proposed Amendments to the existing Constitution, the Board proposed that the existing Constitution be revoked in its entirety by the replacement thereof with the proposed New Constitution as set out in Part B of the Circular to Shareholders dated 30 April 2018.

In view of the above, the shareholders’ approval is hereby sought for the Company to revoke the existing Constitution by the replacement thereof with the proposed New Constitution as per Part B of the Circular to Shareholders dated 30 April 2018 in accordance with Section 36(1) of the Companies Act 2016. Part B of the Circular to Shareholders on the proposed New Constitution of the Company, which is circulated together with the Notice of the 56th AGM dated 30 April 2018, shall take effect once the proposed Special Resolution 10 has been passed by a majority of not less than 75% of such members who are entitled to vote and do vote in person or by proxy at the 56th AGM.



NOTES:

1. In respect of deposited securities, only members whose names appear on the Record of Depositors on 21 June 2018 (General Meeting Record of Depositors) shall be eligible to attend the meeting or appoint proxy(ies) to attend and/or vote on his/her behalf.

2. A member entitled to attend and vote at this meeting is entitled to appoint a proxy/(proxies or attorney) or authorised representative to attend and vote in its stead. A proxy may but need not be a member of the Company and need not be an advocate, an approved company auditor or a person approved by the Registrar of Companies.

3. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy but not more than two (2) proxies in respect of each securities account it holds which is credited with ordinary shares of the Company. The appointment of two (2) proxies in respect of any particular securities account shall be invalid unless the authorised nominee specifies the proportion of its shareholding to be represented by each proxy.

4. WhereamemberoftheCompanyisanExemptAuthorisedNominee(“EAN”)asdefinedundertheSecuritiesIndustry(CentralDepositories) Act 1991 which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibusaccount”),thereisnolimittothenumberofproxieswhichEANmayappointinrespectofeachomnibusaccountitholds.

5. Where a member or the authorised nominee appoints two (2) proxies, or where an exempt authorised nominee appoints two (2) or more proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies. The instrument appointing a proxy and the Power of Attorney or other authority (if any) under which it is signed, shall be deposited at the Company’s Share Registrar, Tricor Investor & Issuing House Services Sdn Bhd, Unit 32-01, Level 32, Tower A,Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, not less than 48 hours before the time for holding the Meeting or adjourned Meeting at which the person or persons named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. The Annual Report and Proxy Form are available for access and download from the Company’s website at www.dbhd.com.my.

6. In the case of the corporate member, the instrument appointing a proxy shall be (a) under its Common Seal or (b) under the hand of a duly authorised officer or attorney and in the case of (b) be supported by a certified true copy of the Power of Attorney.

7. If this Proxy Form is signed under the hands of an officer duly authorised, it should be accompanied by a statement reading “signedasauthorisedofficerunderAuthorisationDocumentwhichisstillinforce,nonoticeofrevocationhavingbeenreceived”.Ifthis Proxy Form is signed under the attorney duly appointed under a Power of Attorney, it should be accompanied by a statement reading“signedunderPowerofAttorneywhich isstill in force,nonoticeofrevocationhavingbeenreceived”.AcopyoftheAuthorisation Document or the Power of Attorney, which should be valid in accordance with the laws of the jurisdiction in which it was created and is exercised, should be enclosed in the Proxy Form.


STATEMENT ACCOMPANYING THE NOTICE OF ANNUAL GENERAL MEETING

Resolution pursuant to Directors who are retiring in accordance with the Company’s Constitution:-

(i) Dato’ Mohd Aisom bin Omar (Article 81) Resolution 1(ii) Datuk Md Othman bin Hj Yusof (Article 81) Resolution 2 (iii) ShahrizambinAShukor (Article81) Resolution3

The details of the Directors standing for re-election are on pages 17, 18 and 21.

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CDS Account No. of Authorised Nominee

FORM OF PROXYI/We _______________________________________________________________________________________________________________________________ (Full Name as per NRIC /Passport No./Certificate of Incorporation in block letters)

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

of _________________________________________________________________________________________________________________________________ (Full Address)

being a member(s) of DAMANSARA REALTY BERHAD (4030-D) (the Company) hereby appoint

___________________________________________________________________________________________________________________________________ (Full Name as per NRIC /Passport No.)

With NRIC No. (new)/Passport No. _________________________________________ NRIC No. (old) _____________________________________________

of ________________________________________________________________________________________________________________________________ (Full Address)

of failing him/her ___________________________________________________________________________________________________________________ (Full Name as per NRIC /Passport No. in block letters)

with NRIC No. (New)/ Passport No._________________________________________ NRIC No. (old) ____________________________________________

of ________________________________________________________________________________________________________________________________ (Full Address)

or failing him/her the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the 56th Annual General Meeting of the Company to be held at, Johor Conference II, (Level II) Forest City Phoenix Hotel, Jalan Forest City 1, Pulau Satu, 81550 Gelang Patah Johor Bahru, on Wednesday, 27 June 2018, at 11.00 a.m. or at any adjournment thereof.

WithreferencetotheagendasetforthintheNoticeofMeeting,pleaseindicatewithan“X”inthespaceprovidedbelowhowyouwishyourvotesto be cast on the ordinary resolution specified. If no specific direction as to the voting is given, the Proxy will vote or abstain at his/her discretion.

NO RESOLUTIONS FOR AGAINST

ORDINARY RESOLUTIONS

1. To re-elect Dato’ Mohd Aisom bin Omar.

2. To re-elect Datuk Md Othman bin Hj Yusof.

3. Tore-electShahrizambinAShukor.

4. To approve the payment of Directors’ Fees to the Non-Executive Directors amountingto RM480,000 in respect of the financial year ended 31 December 2017.

5. To approve the payment of Directors’ Fees to the Non-Executive Directors amountingto RM480,000 for the period from 1 January 2018 until the next AGM of the Company in 2019.

6. To approve the payment of Directors’ Remuneration (excluding Directors’ Fees)to the Non-Executive Directors amounting to RM165,000 until the next AGM of the Company in 2019.

7. To re-appoint Messrs Jamal, Amin & Partners as the Company’s Auditors.

8. Authority to Allot Shares Pursuant to Section 75 of the Companies Act, 2016.

9. Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature.

SPECIAL RESOLUTION

1. Proposed Adoption of the New Constitution of the Company.

………………………………………................... Signature of Shareholder(s) or Common Seal

Date:

NOTES:

1. In respect of deposited securities, only members whose names appear on the Record of Depositors on 21 June 2018 (General Meeting Record of Depositors) shall be eligible to attend the meeting or appoint proxy(ies) to attend and/or vote on his/her behalf.

2. A member entitled to attend and vote at this meeting is entitled to appoint a proxy/(proxies or attorney) or authorised representative to attend and vote in its stead. 3. A proxy may but need not be a member of the Company and need not be an advocate, an approved company auditor or a person approved by the Registrar of

Companies.4. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy but not more

than two (2) proxies in respect of each securities account it holds which is credited with ordinary shares of the Company. The appointment of two (2) proxies in respect of any particulars securities account shall be invalid unless the authorised nominee specifies the proportion of its shareholding to be represented by each proxy.

5. WhereamemberoftheCompanyisanExemptAuthorisedNominee(“EAN”)asdefinedundertheSecuritiesIndustry(CentralDepositories)Act1991whichholdsordinarysharesintheCompanyformultiplebeneficialownersinonesecuritiesaccount(“omnibusaccount”),thereisnolimittothenumberofproxieswhichEANmay appoint in respect of each omnibus account it holds.

6. Where a member or the authorised nominee appoints two (2) proxies, or where an exempt authorised nominee appoints two (2) or more proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.

7. The instrument appointing a proxy and the Power of Attorney or other authority (if any) under which it is signed, shall be deposited at the Share Registrar of Damansara Realty Berhad, Tricor Investor & Issuing House Services Sdn Bhd, Unit 32-01, Level 32, Tower A,Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, not less than 48 hours before the time for holding the Meeting or adjourned Meeting at which the person or persons named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. The Annual Report and Proxy Form are available for access and download from the Company’s website at www.dbhd.com.my

8. In the case of a corporate member, the instrument appointing a proxy shall be (a) under its Common Seal or (b) under the hand of a duly authorised officer or attorney and in the case of (b) be supported by a certified true copy of the Power of Attorney.

9. IfthisProxyFormissignedunderthehandsofanofficerdulyauthorised,itshouldbeaccompaniedbyastatementreading“signedasauthorisedofficerunderAuthorisationDocumentwhichisstillinforce,nonoticeofrevocationhavingbeenreceived”.IfthisProxyFormissignedundertheattorneydulyappointedunderaPowerofAttorney,itshouldbeaccompaniedbyastatementreading“signedunderPowerofAttorneywhichisstillinforce,nonoticeofrevocationhavingbeenreceived”.AcopyoftheAuthorisationDocumentorthePowerofAttorney,whichshouldbevalidinaccordancewiththelawsofthejurisdictioninwhichitwascreatedand is exercised, should be enclosed in the Proxy Form.

For appointment of two (2) proxies, percentage of shareholdings to be represented by the respective proxies must be indicated below.

NO OF SHARES PERCENTAGE

Proxy 1 %Proxy 2 % 100%

THE SHARE REGISTRAR OF DAMANSARA REALTY BERHADC/O TRICOR INVESTOR & ISSUING HOUSE SERVICES SDN. BHD. (11324-H)

Unit 32-01, Level 32, Tower AVertical Business Suite

Avenue 3, Bangsar SouthNo. 8 Jalan Kerinchi59200 Kuala Lumpur

Malaysia

STAMP