1.acoustech berhad 2013

8/10/2019 1.Acoustech Berhad 2013

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Annual Report 2013


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02

Notice Of Annual General Meeting

07Group Structure

08Corporate Information

10Chairmans Statement

12Profile Of Directors

15Audit Committee Report

18

Corporate Governance Statement

25Other Information

26Corporate Responsibility Statement

28Statement Of Risk Management And Internal Control

32Financial Statements

120Analysis Of Shareholdings

122List Of Properties

Proxy Form

CONTENTS


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ACOUSTECH BERHAD (496665-W) ANNUAL REPORT 2013 PAGE 2

NOTICE OFANNUAL GENERAL MEETING

1. To receive the Audited Financial Statements for the financial year ended 31 December 2013

and the Reports of the Directors and the Auditors thereon. (Please refer to Note No. 2)

2. To approve the payment of Directors Fees in respect of the financial year ended 31 December

2013.

3. To re-elect the following Directors retiring in accordance with Article 103 of the Articles of

Association of the Company:

(a) Soon Kwai Choy

(b) Su Cheng Tao

4. To re-appoint Messrs BDO as the Auditors of the Company for the ensuing year and to authorise

the Directors to fix their remuneration.

As Special Business

To consider and if thought fit, to pass the following as Special Resolution:

5. Proposed Amendment to the Articles of Association of the Company

THAT the proposed modifications, deletions and/or additions to the Articles of Association

of the Company as set out below be hereby approved:

No. Existing Articles

139 Subject to, and in compliance with the requirements of the Exchange and the Act, a

copy of every balance sheet and profit and loss account which is to be laid before the

Company in general meeting (including every document required by law to be annexed

thereto) together with a copy of the Auditors Report relating thereto and of the

Directors report shall not more than six (6) months after the close of the financial

year and not less than twenty one (21) days before the date of the meeting be sent in

printed form or in compact disc read-only memory (CD-ROM) or digital versatile disc

read-only memory (DVD-ROM) format or in a format that may be developed in future

for the playback of images to every Member of, and every holder of debenture of the

Company and to every person who is entitled to receive notices from the Company

under the provisions of the Act or of these Articles. Provided that this Article shall notrequire a copy of these documents to be sent to any person of whose address the

Company is not aware but any Member to whom a copy of these documents has not

been sent shall be entitled to receive a copy free of charge on application to the Office

of the Company.

Resolution 1

Resolution 2

Resolution 3

Resolution 4

Resolution 5

NOTICE IS HEREBY GIVEN that the Fifteenth Annual General Meeting of the Company will be held at Crystal Room,

Level 1, Crystal Crown Hotel Harbour View, 217 Persiaran Raja Muda Musa, 42000 Port Klang, Selangor Darul Ehsan on

Thursday, 12 June 2014 at 11.30 a.m. for the following purposes:


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No. Proposed Articles

139 Subject to, and in compliance with the requirements of the Exchange and the Act, a

copy of every balance sheet and profit and loss account which is to be laid before the

Company in general meeting (including every document required by law to be annexed

thereto) together with a copy of the Auditors Report relating thereto and of the

Directors report shall not less than twenty one (21) days before the date of the

meeting be sent in printed form or in electronic format or in a format that may be

developed in future for the playback of images to every Member of, and every holder

of debenture of the Company and to every person who is entitled to receive notices

from the Company under the provisions of the Act or of these Articles. Provided that

this Article shall not require a copy of these documents to be sent to any person of

whose address the Company is not aware but any Member to whom a copy of these

documents has not been sent shall be entitled to receive a copy free of charge on

application to the Office of the Company.

To consider and if thought fit, to pass the following as Ordinary Resolutions:

6. Re-Appointment of Dato Nik Abdul Aziz Bin Mohamed Kamil as a Director Pursuant to

Section 129(6) of the Companies Act, 1965

THAT Dato Nik Abdul Aziz Bin Mohamed Kamil, being over the age of 70 years and retiring in

accordance with Section 129(2) of the Companies Act, 1965, be and is hereby re-appointed as

a Director of the Company and to hold office until the conclusion of the next Annual General

Meeting of the Company.

7. Re-Appointment of Dato Chen Po Hsiung as a Director Pursuant to Section 129(6) of the

Companies Act, 1965

THAT Dato Chen Po Hsiung, being over the age of 70 years and retiring in accordance with

Section 129(2) of the Companies Act, 1965, be and is hereby re-appointed as a Director of the

Company and to hold office until the conclusion of the next Annual General Meeting of the

Company.

8. Authority to Allot and Issue Shares Pursuant to Section 132D of the Companies Act, 1965

THAT pursuant to Section 132D of the Companies Act, 1965 and approvals from Bursa Malaysia

for the listing of and quotation for the additional shares so issued and other relevant

authorities, where approval is necessary, authority be and is hereby given to the Directors to

allot and issue shares in the Company at any time upon such terms and conditions and for such

purposes as the Directors may in their absolute discretion deem fit provided always that theaggregate number of shares to be issued shall not exceed 10% of the issued share capital of

the Company at any point of time AND THAT such authority shall continue to be in force until

the conclusion of the next Annual General Meeting of the Company.

NOTICE OFANNUAL GENERAL MEETING(contd)

Resolution 6

Resolution 7

Resolution 8


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NOTICE OFANNUAL GENERAL MEETING

9. Proposed Renewal of Shareholders Mandate for Recurrent Related Party Transactions of

a Revenue or Trading Nature

THAT approval be and is hereby given for the renewal of the Shareholders Mandate for the

Acoustech Berhad Group of Companies to enter into any category of recurrent transactions of

a revenue or trading nature falling within the types of transactions as set out in Section 3.3

in the Circular to Shareholders dated 20 May 2014 with the related parties falling within the

classes of persons set out in Section 3.2 in the Circular which are necessary for day-to-day

operations and are carried out in the ordinary course of business on terms which are not more

favorable to the related parties than those generally available to the public and are not to

the detriment of minority shareholders;

THAT the authority conferred by such mandate shall commence upon the passing of this

resolution and continue to be in force until;-

(a) the conclusion of the next Annual General Meeting (AGM) of the Company at which time

the mandate will lapse, unless by a resolution passed at the next AGM, the mandate is

renewed; or

(b) the expiration of the period within which the next AGM of the Company is required to be

held pursuant to Section 143(1) of the Act (but must not extend to such extension as may

be allowed pursuant to Section 143(2) of the Act); or

(c) revoked or varied by resolution passed by the shareholders in general meeting.

whichever is earlier;

AND THAT the Directors be and are hereby authorised to complete and do all such acts and

things including executing such documents as may be required to give effect to thetransactions contemplated and/or authorised by this mandate.

10. Proposed Renewal of the Authority for Share Buy-Back

THAT subject to the Companies Act, 1965 (Act), the Main Market Listing Requirements of

Bursa Malaysia Securities Berhad and the approval of all relevant governmental and/or

regulatory authorities, the Company be and is authorized to purchase such number of ordinary

shares of RM0.50 each in the Company (Proposed of Share Buy Backs) as may be determined

by the Board from time to time on Bursa Malaysia Securities Berhad upon such terms and

conditions as the Board may deem fit and expedient in the interest of the Company provided

that the aggregate number of shares purchased pursuant to this resolution does not exceed

ten percent (10%) of the issued and paid-up share capital of the Company and an amount not

exceeding the total retained earnings of RM43,275,067 and share premium account ofRM7,342,201 based on the latest audited accounts of the Company as at 31 December 2013,

be allocated by the Company for the Proposed Share Buy-Backs.

THAT such authority shall commence upon the passing of this resolution and shall remain in

force until the conclusion of the next Annual General Meeting (AGM) of the Company unless

earlier revoked or varied by ordinary resolution of the shareholders of the Company in general

meeting.

THAT authority be and is hereby given to the Directors of the Company to decide in their

discretion to retain the ordinary shares in the Company so purchased by the Company as

treasury shares and/or cancel them and/or resell the treasury shares or distribute them as

share dividend and/or subsequently cancel them.

(contd)

Resolution 9

Resolution 10


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AND THAT authority be and is hereby given to the Directors of the Company to take all such

steps as are necessary (including executing all such documents as may be required) and to

enter into any agreements and arrangements with any party or parties to implement, finalise

and give full effect to the aforesaid with full powers to assent to any conditions, modifications,

variations and/or amendments (if any) as may be imposed by the relevant authorities and to

do all such acts and things as the Directors may deem fit and expedient in the interest of the

Company.

11. Retention of Independent Directors in accordance with Recommendation 3.3 of the

Malaysian Code on Corporate Governance 2012

THAT the following Independent Directors who have served in the Company for more than

nine years be hereby retained as Independent Directors and to hold office until the next Annual

General Meeting:-

i) Dato Nik Abdul Aziz Bin Mohamed Kamil

ii) Soon Kwai Choy

iii) Leong Ngai Seng

12. To transact any other business of the Company of which due notice shall have been given.

By Order of the Board

LIM HOOI MOOI (MAICSA 0799764)WONG WAI FOONG (MAICSA 7001358)

Joint Company Secretaries

Kuala Lumpur

20 May 2014

NOTES

1. Appointment of Proxy

* A Member of the Company who is entitled to attend and vote at the meeting may appoint not more

than two (2) proxies to attend and vote instead of him.

* A Member of the Company who is an authorised nominee as defined in the Securities Industry (Central

Depositories) Act, 1991 (SICDA) may appoint not more than two (2) proxies in respect of each

securities account it holds in ordinary shares of the Company standing to the credit of the said

securities account.

* A Member of the Company who is an exempt authorised nominee which holds ordinary shares in theCompany for multiple beneficial owners in one (1) securities account (omnibus account), there is

no limit to the number of proxies which the exempt authorised nominee may appoint in respect of

each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee

defined under SICDA which is exempted from compliance with the provisions of subsection 25A(1) of

SICDA.

* Where a Member or the authorized nominee appoints two (2) proxies, or where an exempt authorized

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.

* A proxy need not be a Member of the Company. A proxy appointed to attend and vote shall have the

same rights as the Member to speak at the meeting.

* The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney

duly authorised in writing, or if the appointer is a corporation, either under its common seal or in

some other manner approved by its Directors.


Resolution 11

Resolution 12

Resolution 13


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* The instrument of proxy must be deposited at the Companys Registered Office at Level 18, The Gardens North Tower, Mid

Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur at least forty-eight hours before the time appointed for holding the

meeting.

* For the purpose of determining a Member who shall be entitled to attend and vote at the meeting, the Company shall be

requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company a Record of Depositors as at 6 June 2014

and only a depositor whose name appears on the Record of Depositors shall be entitled to attend the meeting or appoint

proxies to attend and vote in his stead.

2. Agenda No. 1

This item of the Agenda is meant for discussion only. The provisions of Section 169 of the Companies Act, 1965 require that the

audited financial statements and the Reports of the Directors and Auditors thereon be laid before the Company at its Annual

General Meeting. As such this Agenda item is not a business which requires a resolution to be put to vote by shareholders.

3. Explanatory Notes on Special Businesses

Resolution No. 5

The proposed amendment to the Articles of Association of the Company bring the Articles of Association of the Company in line

with the amendments to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

Resolution No. 6 and No. 7

Pursuant to Section 129(6) of the Companies Act, 1965, the proposed Resolution No. 6 and No. 7 are to seek shareholders

approval on the re-appointment of Directors who are over the age of 70 years.

Resolution No. 8

The proposed Resolution No. 8, seeking a renewal of the general mandate is to provide flexibility to the Company to issue new

securities without the need to convene separate general meeting to obtain its shareholders approval so as to avoid incurring

additional cost and time. The purpose of this general mandate is for possible fund raising exercise including but not limited to

further placement of shares for purpose of funding current and/ or future investment projects, working capital, repayment of

bank borrowings, acquisitions and/or for issuance of shares as settlement of purchase consideration. Should the mandate be

exercised, the Directors will utilize the proceeds raised for working capital or such other applications they may in their absolute

discretion deem fit. As at the date of the Notice, the Company has not issued any new shares under this general mandate.

Resolution No. 9

For further information, please refer to the Circular to Shareholders dated 20 May 2014 accompanying the Companys Annual

Report for the financial year ended 31 December 2013.

Resolution No. 10

The proposed Resolution No. 10, if passed will empower the Directors of the Company to purchase up to 10% of the issued and

paid-up share capital of the Company by utilizing the funds allocated which shall not exceed the retained profits and share

premium account of the Company. This authority, unless revoked or varied at a general meeting will expire at the conclusion

of the next Annual General Meeting of the Company.

Resolution No. 11 to No. 13

The proposed Resolutions No. 11 to No. 13 is to seek shareholders approval on the retention of Directors who have served asIndependent Directors for more than nine years in the Company.

Statement Accompanying Notice of Annual General Meeting

There is no person seeking election as director of the Company at this Annual General Meeting.


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GROUPSTRUCTURE

Formosa Prosonic

Technics Sdn Bhd

100%

AerotronicSdn Bhd58.19%

Formosa Prosonic

Chemicals Sdn Bhd

100%

Formosa Prosonic

Equipment Sdn Bhd

75%

Elkay Pacific Rim(Malaysia)

Sdn Bhd50%


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CORPORATEINFORMATION

BOARD OF DIRECTORS

Chang Song HaiChairman, Non-Independent Non-Executive Director

Su Cheng TaoManaging Director

Dato Nik Abdul Aziz Bin Mohamed KamilIndependent Non-Executive Director

Dato Chen Po HsiungExecutive Director

Leong Ngai SengSenior Independent Non-Executive Director

Shih Chao YuanNon-Independent Non-Executive Director

Soon Kwai Choy

Independent Non-Executive Director


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(contd)

CORPORATEINFORMATION

AUDIT COMMITTEE

Soon Kwai Choy

Chairman, Independent Non-Executive Director

Dato Nik Abdul Aziz Bin Mohamed Kamil


Leong Ngai Seng

Senior Independent Non-Executive Director

NOMINATION COMMITTEE

Leong Ngai Seng

Chairman, Senior Independent Non-Executive Director

Chang Song Hai

Non-Independent Non-Executive Director

Soon Kwai Choy


REMUNERATION COMMITTEE

Chang Song HaiChairman, Non-Independent Non-Executive Director

Leong Ngai Seng



IndependentNon-Executive Director

COMPANY SECRETARIES

Lim Hooi Mooi

MAICSA 0799764

WongWai Foong

MAICSA 7001358

AUDITORS

BDO (AF : 0206)

CharteredAccountants

12th Floor, Menara Uni.Asia

1008 Jalan Sultan Ismail

50250 Kuala Lumpur

REGISTERED OFFICE

Level 18, The Gardens North Tower

Mid Valley City

Lingkaran Syed Putra

59200 Kuala Lumpur

Tel : 03-2264 8888

Fax: 03-2282 2733

SHARE REGISTRAR

Tricor Investor Services Sdn Bhd

Level 17, The Gardens North TowerMid Valley City

Lingkaran Syed Putra

59200 Kuala Lumpur

Tel : 03-2264 3883

Fax: 03-2282 1886

PRINCIPAL PLACE OF BUSINESS

No. 2, Jalan 1

Bandar Sultan Suleiman

Taiwanese Industrial Park

42000 Port KlangSelangor Darul Ehsan

Tel : 03-3176 1145

Fax: 03-3176 2003

PRINCIPAL BANKERS

RHB Bank Berhad

CIMB Bank Berhad

Citibank Berhad

STOCK EXCHANGE LISTING

Main Market of Bursa Malaysia Securities Berhad

WEBSITE

www.acoustech.com.my


11/16

The Audio division registered 28% lower revenue to RM190.4

million in FY2013 compared to RM263.1 million in the prioryear. The lower revenue was attributable to slowdown in

orders from some customers as well as lower unit sale price

as a result of intense competition. Economies uncertainties

in the emerging markets had resulted in lower international

trade which in turn had dampened demand of the Groups

products.

Revenue of the Electrical Equipment division dropped 16% to

RM35.2 million mainly due to a slowdown in demand. The

higher operating profit was mainly due to favourable foreign

exchange rate. The performance of Chemical Paint division

continued to be depressed by low revenue and rising

operating costs. Its revenue dropped to RM11.3 million from

RM11.9 million which has resulted in an operating loss.


CHAIRMANSSTATEMENT

DEARSHAREHOLDERS,

On behalf of the Board of Directors of Acoustech Berhad,

I wish to present you the Annual Report and Audited Financial

Statements of the Group and the Company for the financial

year ended 31 December 2013.


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CHAIRMANSSTATEMENT(contd)

The Groups revenue of RM236.9 million for the

FY2013 was 25% lower compared to RM316.8

million in the prior year. Gross profit margin

deteriorated to 7.2% in the FY2013 from 9.4%

in the prior year. As a result, profit attributable

to shareholders decreased to RM0.8 million

from RM10.7 million. This translated into lower

earnings per share of 0.5 sen compared to 6.2

sen for the previous financial year.

During the FY2013, the Group generated cash

from operations of RM23.6 million. The Group

ended the financial year with a healthy balance

sheet. The Group is debt free and has cash and

cash equivalents (inclusive of short term funds)of RM77.7 million compared to RM60.8 million

at the beginning of the year. Turnover for trade

receivables and inventories stood at 81 days

and 30 days respectively, which were within

normal trade terms, compared to 86 days and

31 days at the end of the last financial year.

Outlook

Overall, the Group faces a challenging FY2014 and will strive to

achieve profitable results.

Dividends

The Directors had declared a special single tier dividend of 20.0 sen

per ordinary shares of RM0.50 each for the financial year ending

2014. The dividend was paid on 14 May 2014 to those shareholders

whose names are registered in the Record of Depositors of the

Company as at the close of business on 28 April 2014.

Appreciation

In closing, I would like to express my appreciation to my fellow

board members, business partners, suppliers, business associates,

staff and shareholders for their constant support.

Thank you.

Chang Song Hai

Chairman

20 May 2014Kuala Lumpur, Malaysia


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PROFILE OFDIRECTORS

CHANG SONG HAI

Taiwanese, aged 68, Non-Executive Chairman, was appointed to the Board of

Acoustech on 22 September 2001. Mr. Chang had been involved in the plastic

moulding industry for more than 43 years. Since 1968, he has been the

Executive Chairman of Song Hai Plastic Industrial Co. Ltd., Taiwan, a company

involved in the plastic moulding business. Mr. Chang is the Chairman of

Remuneration Committee and a Member of Nomination Committee of the

Company.

Mr. Chang holds directly 400,000 ordinary shares or 0.24% interest in the

Company. Mr. Chang is a Non-Independent Director as he is a major

shareholder of Formosa Prosonic Industries Berhad (FPIB), whose wholly owned

subsidiary Formosa Prosonic Manufacturing Sdn Bhd holds 46,442,474 ordinaryshares or 27.56% interest in the Company.

SU CHENG TAO

Taiwanese, aged 68, Managing Director, was appointed to the Board of

Acoustech Berhad on 18 September 2001. Mr. Su holds a Diploma in Mechanical

Engineering and he has more than 36 years of experience in the manufacturing

industry. He started his career with Capetronics Group in Taiwan where he

served for more than 11 years, gaining experience and expertise in

manufacturing plastic components.

Mr. Su joined Formosa Prosonic Industries Berhad Group in 1988 where he

served, as a General Manager in Formosa Prosonic Manufacturing Sdn Bhd until

he left 2001 to join Acoustech.

Mr. Su holds directly 1,505,956 ordinary shares or 0.89% interest in the Company.


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PROFILE OFDIRECTORS(contd)

DATO NIK ABDUL AZIZ BIN MOHAMED KAMIL

Malaysian, aged 70, Independent Non-Executive Director, was appointed to

the Board of Acoustech Berhad on 3 September 2001. Dato Nik graduated

from Universiti Malaya with a Bachelor of Arts Degree, Middlesex University,

London with a Postgraduate Diploma in Personnel Management and Asian

Institute of Management, Philippines with a Master in Management. He also

attended the Senior Executive Program at the London Business School.

Dato Nik has over 40 years of working experience in the human resource

management/industry with attachments ranging from Petroleum Nasional

Berhad (PETRONAS), Malaysian LNG Sdn Bhd, Bank Bumiputra Malaysia Berhad,

Rothmants of Pall Mall (Malaysia) Sdn Bhd and the National Electricity Board.

In 1997 he set up his own business, NA & Associates Sdn Bhd, a companyinvolved in human resource training and skills management.

Dato Nik is a Member of both the Audit and Remuneration Committee of the

Company. Dato Nik does not hold any shares in the Company or its subsidiaries.

DATO CHEN PO HSIUNG

Taiwanese, aged 70, Executive Director, was appointed to the Board of

Acoustech Berhad on 3 September 2001. Dato Chen obtained a Diploma in

Mechanical Engineering from Air Asia Jet Engine Training Center, Taiwan in

1971. Upon his graduation in 1971, Dato Chen joined Air Asia (Aircraft Co.) as

a Technician. In 1980, he joined Great Century Paints Co. Ltd as a General

Manager until his resignation in 1991. Dato Chen was appointed as the General

Manager of Formosa Prosonic Chemicals Sdn Bhd (FPC) in 1991 where his

experience in the aircraft industry as well as in the chemical industry has

contributed to the success story of FPC.

Dato Chen manages the daily operations of FPC. Dato Chen holds directly

7,209,876 ordinary shares or 4.28% interest in the Company and is deemed

interested in 265,846 ordinary shares held by his spouse.

LEONG NGAI SENG

Malaysian, aged 42, Senior Independent Non-Executive Director, was appointed

to the Board of Acoustech Berhad on 25 February 2002. He obtained his Law

Degree and Commerce Degree LLB (Hons) B. Comm. from University of

Melbourne and became a member of the Malaysian Bar in 1997. He was

formerly an Assistant Vice-President in the Corporate Finance Department of

a leading merchant bank in Malaysia. Mr. Leong is currently a partner in his

own law firm.

Mr. Leong is the Chairman of Nomination Committee and a Member of Audit

Committee and Remuneration Committee of the Company. Mr. Leong holds

directly 300,000 ordinary shares or 0.18% interest in the Company.


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PROFILE OFDIRECTORS(contd)

SHIH CHAO YUAN

Taiwanese, aged 58, Non-Independent Non-Executive Director, was appointed

to the Board of Acoustech Berhad on 25 February 2003. He holds a Master

Degree in Management Science from Taiwan National Chiao Tung University.

Prior to coming to Malaysia he was the assistant to the President of Friendship

Corporation in Taiwan and was actively involved in the management and

affairs of Friendship Corporation gaining experience and in-depth knowledge

of speaker systems operations. In 1986 Mr. Shih came to Malaysia to set up

Formosa Prosonic Industries Sdn Bhd which has since listed on the Bursa

Malaysia Securities Berhad.

Mr. Shih is currently the Group Managing Director of the Formosa Prosonic

Industries Berhad (FPIB) Group of Companies. Mr. Shih holds directly 1,854,290ordinary shares or 1.10% interest in the Company and is deemed interested in

1,440,000 ordinary shares held by his spouse. As a representative of FPIB,

Mr. Shih is deemed to have an interest in 46,442,474 ordinary shares or 27.56%

stake in the Company to the extent the Formosa Prosonic Industries Berhad

Group has an interest in Acoustech Berhad.

SOON KWAI CHOY

Malaysian, aged 63 Independent Non-Executive Director was appointed to the

Board of Acoustech Berhad on 3 September 2001. He has held several senior

positions in various major Malaysian corporations and was admitted as amember of the Association of Chartered Certified Accountants (ACCA) (UK) in

1979 and a member of the Malaysian Institute of Accountants (MIA) since 1980.

He was the Past President of the Confederation of Asian and Pacific

Accountants and former Vice-President of MIA. He sat in the International

Council of the ACCA headquarters in London, United Kingdom from 1996-2008.

He was awarded an honorary CPA by the Chinese Government in 1996.

Mr. Soon is the Chairman of the Audit Committee of the Company and a

member of the Nomination Committee. Mr. Soon holds directly 400,000

ordinary shares or 0.24% interest in the Company and is deemed interested in

610,000 ordinary shares held by his spouse.

NOTES:

Family Relationship

None of Directors have any family relationship with any other director and/or major shareholder of the Company.

Conflict of Interest

The Company and/or its subsidiaries have entered into recurrent related party transactions of a revenue or trading nature with the Formosa Industries

Berhad Group of Companies (FPIB Group) in which the Directors of the Company, namely Mr. Shih Chao Yuan and Mr. Chang Song Hai have interests.

By virtue of their interest, they are deemed to be interested in the recurrent related party transactions entered with the FPIB Group.

Save for the above, none of the Directors have any conflict of interest with the Company.

Conviction For Offences

None of the Directors has been convicted for any offences within the past ten (10) years.


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AUDITCOMMITTEE REPORT

THE BOARD OF DIRECTORS (the Board) of Acoustech Berhad (the Company) is pleased to present the report of

the Audit Committee for the financial year ended 31 December 2013.

Chairman

Soon Kwai Choy


Members



Leong Ngai Seng


TERMS OF REFERENCE

Constitution

The Audit Committee was constituted per resolution of the Board on 4 September 2001 and its terms of reference are

consistent with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (the Exchange).

Authority

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

It has unlimited access to all information relevant to its activities.

It is authorised by the Board to obtain legal or other professional advice if it deems necessary.

COMPOSITION

The Audit Committee shall comprise at least 3 directors all of which must be non-executive directors with a

majority of them being independent directors;

Alternate director shall not be appointed as members of the Audit Committee;

At least one member of the Audit committee shall be a member of the Malaysian Institute of Accountants or a

person who fulfills the specific requirements as prescribed or approved by the Exchange.

In the event of any vacancy in the Audit Committee resulting in the non-compliance of the Exchanges Listing

Requirements, the vacancy shall be filled within 3 months.

The members of the Audit Committee shall elect a chairman from among their number who shall be an independent

director.

Members of the Committee shall serve for a period of two years and then retire from office but shall be eligible for re-appointment.

1.acoustech berhad 2013

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