ANNUAL REPORT 2015 PT 1678, Mukim of Serkam, 77300 Merlimau, Melaka, Malaysia. Office Number: +606 2686 315 General Fax Number: +606 2686 327 TPC PLUS BERHAD Company No. 615330-T (Incorporated

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TPC PLUS BERHAD (615330-T)PT 1678, Mukim of Serkam, 77300 Merlimau, Melaka, Malaysia. Office Number: +606 2686 315 General Fax Number: +606 2686 327

www.tpc.com.my

TPC PLUS BERHADCompany No. 615330-T

(Incorporated in Malaysia under the Companies Act, 1965)

ANNUAL REPORT 2015

TPC PLUS BERHAD (615330-T) Annual Report 2015 1

Notice of Annual General Meeting 2

Corporate Information 6

Group Structure 7

Directors’ Profile 8

Joint Chairman and Managing Director’s Statement 11

Statement on Corporate Social Responsibility 13

Statement of Corporate Governance 14

Statement on Risk Management and Internal Control 21

Audit Committee Report 25

Additional Compliance Information 28

Financial Highlights 30

Financial Statements 31

List of Properties 90

Analysis of Shareholdings 92

Analysis of Warrant Holdings 94

Directors’ Interest in the Company 96

Proxy Form

Table of ConTenTs

TPC PLUS BERHAD (615330-T) Annual Report 20152

noTiCe of annual General MeeTinG

NOTICE IS HEREBY GIVEN that the 13th Annual General Meeting of the Company will be held at the Conference Room, PT 1678, Mukim of Serkam, 77300 Merlimau, Melaka on Wednesday, 25 May 2016 at 10:00 a.m. for the purpose of transacting the following business:-

AGENDA

As Ordinary Business

1. To receive the Audited Financial Statements for the year ended 31 December 2015 together with the Directors’ and Auditors’ Reports thereon.(Please refer to Explanatory Note A)

2. To approve the payment of Directors’ Fees amounting to RM38,000.00 for the year ended 31 December 2015.

Resolution 1

3. To re-elect the following Director who is retiring in accordance with Article 97 of the Company’s Articles of Association:

3.1 Mr Lim Yew Chua

Resolution 2

4. To re-elect the following Directors who are retiring in accordance with Article 104 of the Company’s Articles of Association:

4.1 Mr Chong Chee Siong Resolution 3

4.2 Mr Chong Peng Khang Resolution 4

5. To pass the following resolutions pursuant to Article 104 of the Company’s Articles of Association and Section 129(6) of the Companies Act, 1965:

5.1 “THAT Datuk Seri Wira Abu Seman bin Haji Yusop who is retiring at the conclusion of the 13th Annual General Meeting of the Company pursuant to Article 104 of the Company’s Articles of Association and Section 129(2) of the Companies Act, 1965 be and is hereby re-appointed as a Director of the Company to hold office until the conclusion of the next annual general meeting.”

Resolution 5

5.2 “THAT Mr Liang Ah Lit @ Nyah Chung Mun who is retiring at the conclusion of the 13th Annual General Meeting of the Company pursuant to Article 104 of the Company’s Articles of Association and Section 129(2) of the Companies Act, 1965 be and is hereby re-appointed as a Director of the Company to hold office until the conclusion of the next annual general meeting.”

Resolution 6

6. To re-appoint Messrs Crowe Horwath as Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration.

Resolution 7

As Special Business

To consider and, if thought fit, pass the following resolutions:-


7. ORDINARY RESOLUTIONAuthority to allot and issue shares pursuant to Section 132D of the Companies Act, 1965

Resolution 8

“THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby empowered to allot and issue shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed 10% of the issued and paid-up share capital of the Company for the time being AND THAT the Directors be and are hereby further empowered to obtain the approval from Bursa Malaysia Securities Berhad for the listing of and quotation for the additional shares so issued AND THAT such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.”

8. ORDINARY RESOLUTIONProposed renewal of shareholders’ mandate on recurrent related party transactions of a revenue or trading nature

Resolution 9

“THAT subject always to the Main Market Listing Requirements of the Bursa Malaysia Securities Berhad, approval be and is hereby given for the renewal of the mandate to Teck Ping Chan Agriculture Sdn Bhd, a wholly-owned subsidiary of the Company, to enter into recurrent related party transactions of a revenue or trading nature as set out in Section 2.5 of the Circular to Shareholders dated 28 April 2016 with the related parties mentioned therein which are necessary for its day-to-day operations provided that the transactions are in the ordinary course of business and are on terms not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders.

AND THAT such mandate shall commence immediately upon the passing of this resolution and shall continue to be in force until:

a. the conclusion of the next Annual General Meeting (“AGM”) of the Company at which time it will lapse unless by a resolution passed at the meeting the mandate is renewed;

b. the expiration of the period within which the next AGM is required to be held pursuant to section 143(1) of the Companies Act, 1965 (“the Act”) but shall 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 a general meeting,whichever is the earlier.

AND THAT the Directors of the Company be empowered to complete and do all such acts and things as they may consider expedient or necessary to give effect to the mandate and transactions contemplated and authorised by this resolution.”

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

BY ORDER OF THE BOARD

ONG SOO LENG (MAICSA 7018257)Company Secretary

Melaka28 April 2016

NOTICE OF ANNUAL GENERAL MEETING

(cont’d)


Notes

1. Only depositors whose names appear in the Record of Depositors as at 18 May 2016 shall be entitled to attend the 13th Annual General Meeting or appoint a proxy, in the case of a corporation, a duly authorised representative to attend and vote in his/her stead.

2. There shall be no restriction as to the qualification of the proxy and Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. A proxy may but need not be a member of the Company and a member may appoint only one person to be his proxy.

3. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

4. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or, if the appointer is a corporation, the instrument appointing a representative must be either under its common seal or under the hand of an officer or attorney duly authorised.

5. The duly completed proxy form must be deposited at the Company’s registered office at PT 1678, Mukim of Serkam, 77300 Merlimau, Melaka at least 48 hours before the time fixed for holding the Annual General Meeting or any adjournment thereof.

Explanatory Note

A. The Audited Financial Statements in Agenda 1 is meant for discussion only as the approval of shareholders is not required pursuant to Section 169(1) of the Companies Act, 1965. Hence, this agenda is not put forward for voting by shareholders of the Company.

B. Resolution 3 to 6

The Board of Directors has assessed the independence of Mr Chong Chee Siong, Mr Chong Peng Khang, Datuk Seri Wira Abu Seman bin Haji Yusop and Mr Liang Ah Lit @ Nyah Chung Mun and is of the view that the retention of them as Independent Non-Executive Directors of the Company is in the best interest of the Company base on the following:

i. Each of them is able to exercise independent and objective judgement and to act in the best interests of the Company.

ii. Each of them has fulfilled the criteria under the definition of an Independent Director as stated in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

iii. They are able to bring to the Board a diversity in viewpoint as there is a diversity in age and culture besides different skills, experiences and backgrounds.

NOTICE OF ANNUAL GENERAL MEETING(cont’d)


C. Resolution 8

Ordinary Resolution 8, if passed, is a renewal of the general mandate to empower the Directors to allot and issue shares of the Company up to a maximum of 10% of the issued share capital of the Company for the time being for such purposes as the Directors consider would be in the interest 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.

A renewal of the general mandate will provide flexibility to the Company for any possible fund raising activities including but not limited to placing of shares for the purpose of funding future investment projects, working capital and/or acquisition.

As at the date of this notice, no shares in the Company has been allotted and issued pursuant to the general mandate granted to the Directors at the 12th Annual General Meeting held on 25 June 2015 and which will lapse at the conclusion of the 13th Annual General Meeting.

D. Resolution 9

Ordinary Resolution 9, if passed, will allow Teck Ping Chan Agriculture Sdn Bhd, a wholly-owned subsidiary of the Company, to enter into recurrent related party transactions in accordance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. This approval shall continue to be in force until the conclusion of the next Annual General Meeting or the expiration of the period within which the next Annual General Meeting is required by the law to be held or revoked/varied by resolution passed by the shareholders in general meeting.

NOTICE OF ANNUAL GENERAL MEETING

(cont’d)


Audit CommitteeDatuk Seri Wira Abu Seman bin Haji Yusop (Chairman)Liang Ah Lit @ Nyah Chung MunChong Chee SiongChong Peng Khang

Company SecretaryOng Soo Leng (MAICSA 7018257)

Registered OfficePT 1678, Mukim of Serkam77300 Merlimau, MelakaTel No . : 06-2686315Fax No. : 06-2686327

Principal BankersBangkok Bank BerhadHSBC Bank Malaysia BerhadCIMB Bank Berhad

Board Nomination and Remuneration CommitteeDatuk Seri Wira Abu Seman bin Haji Yusop (Chairman)Liang Ah Lit @ Nyah Chung MunChong Chee SiongChong Peng Khang

AuditorsCrowe Horwath (AF 1018)52, Jalan Kota Laksamana 2/15 Taman Kota Laksamana, Seksyen 275200 Melaka

Share RegistrarBina Management (M) Sdn BhdLot 10, The Highway CentreJalan 51/20546050 Petaling Jaya, SelangorTel No. : 03-7784 3922Fax No. : 03-7784 1988

Stock Exchange ListingMain MarketBursa Malaysia Securities Berhad

CorPoraTe inforMaTion

Board of DirectorsDatuk Seri Wira Abu Seman bin Haji YusopChairman

Lim Yew KwangExecutive Director

Liang Ah Lit @ Nyah Chung MunIndependent Non-Executive Director

Chong Peng KhangIndependent Non-Executive Director

Lim Yew ChuaManaging Director

Lim Yew PiauExecutive Director

Chong Chee SiongIndependent Non-Executive Director


GrouP sTruCTureAs At 1 April 2016

TECK PING CHAN 100% AGRICULTURE SDN BHD

MESTIKA ARIF 100% SDN BHD

100% TECK PING CHAN (1976) SDN BHD


Datuk Seri Wira Abu Seman bin Haji Yusop Independent Non-Executive Director

Age 72, Malaysian - Datuk Seri Wira Abu Seman bin Haji Yusop was appointed to the Board of TPC Plus Berhad on 30 November 2015. He is also the Chairman of the Audit Committee and Nomination and Remuneration Committee of the Company.

Datuk Seri Wira Abu Seman is currently the Chairman of the Board of Trustee of Yayasan Alor Gajah and the Chairman of Rural Capital Sdn Bhd which is wholly-owned by Majlis Amanah Rakyat (MARA). Besides this, he is also a Pro Chancellor of University College Islam Melaka.

Prior to holding these positions, he has held several senior positions in the private and public sectors. He has been in the Malaysian Shipping Corporation Berhad (MISC) as Senior Legal Advisor, Chairman of Mara (2000 – 2004), University of Kuala Lumpur (2000 – 2004) and ICM Industries Corp. Bhd (1997).

Datuk Seri Wira Abu Seman bin Haji Yusop was a Member of Parliament for the Alor Gajah / Masjid Tanah constituency in Melaka during 1995 to 2013 and the Parliamentary Secretary of the Ministry of Internal

Security during 2004 to 2006. Datuk Seri Wira Abu Seman became the Deputy Minister of the Federal Territory in 2006 to 2008, Deputy Minister of Defence in 2008 to 2009 and Deputy Minister of Home Affairs from 2009 to 2013.

Datuk Seri Wira Abu Seman bin Haji Yusop began his career as a police officer of the Royal Malaysian Police in 1964 and was seconded to the Anti-Corruption Agency in 1968. He read law at Middle Temple, London in 1974 and qualified as a Barrister-At-Law in 1977 and served as Deputy Public Prosecutor in 1978 to 1981. He is currently running his own legal practice.

Datuk Seri Wira Abu Seman bin Haji Yusop does not have any family relationship with any director or substantial shareholder of the Company and does not have any conflict of interest in any business arrangement involving the Group and the Company.

Datuk Seri Wira Abu Seman bin Haji Yusop has not been convicted of any offences within the past ten years other than traffic offences, if any.

DireCTors, Profile


DIRECTORS’ PROFILE

(cont’d)

Lim Yew ChuaNon-Independent Executive Director

Age 49, Malaysian – Mr Lim Yew Chua was appointed to the Board of TPC Plus Berhad on 8 March 2012 and subsequently as its Managing Director on 30 November 2015. He is also a director of all the subsidiaries of the Company.

Mr Lim Yew Chua has approximately 25 years of experience in poultry farming and is actively involved in the planning and construction of new high-tech farms in the Group.

Mr Lim Yew Chua is a brother of Mr Lim Yew Kwang and Mr Lim Yew Piau.

Mr Lim Yew Chua does not have any conflict of interest in any business arrangement involving the Group and the Company and has not been convicted of any offences within the past ten years other than traffic offences, if any.

Lim Yew KwangNon-Independent Executive Director

Age 42, Malaysian – Mr Lim Yew Kwang was appointed to the Board of TPC Plus Berhad on 8 March 2012. He is also a director of all the subsidiaries of the Company.

Mr Lim Yew Kwang has approximately 20 years of experience in poultry farming and is currently managing the various aspects of the farms’ operations.

Mr Lim Yew Kwang is a brother of Mr Lim Yew Chua and Mr Lim Yew Piau.

Mr Lim Yew Kwang does not have any conflict of interest in any business arrangement involving the Group and the Company and has not been convicted of any offences within the past ten years other than traffic offences, if any.

Lim Yew PiauNon-Independent Executive Director

Age 39, Malaysian – Mr Lim Yew Piau was appointed to the Board of TPC Plus Berhad on 8 March 2012. He is also a director of all the subsidiaries of the Company.

Mr Lim Yew Piau has approximately 20 years of experience in poultry farming and is currently in charge of logistic, marketing and distribution of eggs to customers.

Mr Lim Yew Piau is a brother of Mr Lim Yew Chua and Mr Lim Yew Kwang.

Mr Lim Yew Piau does not have any conflict of interest in any business arrangement involving the Group and the Company and has not been convicted of any offences within the past ten years other than traffic offences, if any.

Liang Ah Lit @ Nyah Chung MunIndependent Non-Executive Director

Age 72, Malaysian – Mr Liang Ah Lit @ Nyah Chung Mun was appointed to the Board of TPC Plus Berhad on 30 November 2015. He is also a member of the Audit Committee and Nomination and Remuneration Committee of the Company.

Mr Liang Ah Lit @ Nyah Chung Mun graduated with B.Sc. in Animal Husbandry from the National Taiwan University in 1972. He has about 40 years of experience as Feed Programmer before he was appointed as an Executive Director in 2003 to 2010.

Mr Liang Ah Lit @ Nyah Chung Mun does not have any family relationship with any director or substantial shareholder of the Company and does not have any conflict of interest in any business arrangement involving the Group and the Company.

Mr Liang Ah Lit @ Nyah Chung Mun has not been convicted of any offences within the past ten years other than traffic offences, if any.


DIRECTORS’ PROFILE (cont’d)

Chong Peng Khang Independent Non-Executive Director

Age 36, Malaysian - Mr Chong Peng Khang was appointed to the Board of TPC Plus Berhad on 30 November 2015. He is also a member of the Audit Committee and Nomination and Remuneration Committee of the Company.

Mr Chong Peng Khang graduated from Multimedia University, Malaysia with a Bachelor of Accounting (Hons) Degree. He is a fellow member of the Association of Chartered Certified Accountants and a member of the Malaysian Institute of Accountants.

After approximately 8 years of audit experience in local and international accounting firms, Mr Chong Peng Khang left as Audit Director to join the commercial sector as Finance Manager. Mr Chong Peng Khang is now a Financial Controller in a major Malaysian conglomerate company. Mr Chong Peng Khang is also a Director in two other Malaysian public listed companies.

Mr Chong Peng Khang does not have any family relationship with any director or substantial shareholder of the Company and does not have any conflict of interest in any business arrangement involving the Group and the Company.

Mr Chong Peng Khang has not been convicted of any offences within the past ten years other than traffic offences, if any.

Chong Chee Siong Independent Non-Executive Director

Age 40, Malaysian - Mr Chong Chee Siong was appointed to the Board of TPC Plus Berhad on 30 November 2015. He is also a member of the Audit Committee and Nomination and Remuneration Committee of the Company.

Mr Chong Chee Siong graduated with an Advanced Diploma in Commerce (Financial Accounting) from Tunku Abdul Rahman College and has about 4 years of auditing experience. He left as a General Manager after about 7 years in the commercial sector, including 3 years in a Malaysian public listed company, before starting his own business. Currently, Mr Chong Chee Siong is also a Director of another Malaysian public listed company

Mr Chong Chee Siong does not have any family relationship with any director or substantial shareholder of the Company and does not have any conflict of interest in any business arrangement involving the Group and the Company.

Mr Chong Chee Siong has not been convicted of any offences within the past ten years other than traffic offences, if any.


On beha l f o f the Board of Directors (“Board”), we are pleased to present

the Annual Report and the Audited Financial Statements of TPC Plus Berhad (“TPC”) and its group of companies (“the Group”) for the financial year ended 31 December 2015.

JoinT CHairMan anD ManaGinG DireCTor’s sTaTeMenT

Corporate Development

2015 was a momentous, encouraging yet eventful year for TPC. We continued to put our effort towards ensuring the completion of the Regularisation Plan which was aimed to restore the financial position of the Group and to uplift TPC from its PN17 status. As you may be aware, the Company had completed the Regularisation Plan on 4 February 2016 after Bursa Malaysia Securities Berhad (“Bursa Securities”) vide its letter dated 31 July 2015 approved the Plan. As required under the Main Market Listing Requirements of Bursa Securities, TPC must record a net profit in two consecutive quarterly results immediately after the completion of the Regularisation Plan. Such quarterly results will be subjected to a limited review by the external auditors before they are announced. The Management and the Board will continue to cautiously monitor the operations and performance of the Group and apply to Bursa Securities for uplifting the PN17 status accordingly.

Financial Performance

Despite lower average egg selling prices as compared to the preceding year, the Group has recorded a net sales of RM 89,073 million for the financial year ended 31 December 2015 which surpassed the preceding year’s record by approximately 6.5% mainly due to the increase in egg production.

Amidst competitive operating environment coupled with lower average egg selling prices, profit after tax for the financial year ended 31 December 2015 of the Group has decreased by 19.5% as compared to the preceding year to RM3.834 milllion.

Changes in egg production, supply and demand levels can have significant effects on egg selling prices and thus profitability. Commensurately, the Group has delivered an earning per share of 4.79 sen as compared to 5.96 sen for the preceding financial year. As at 31 December 2015, our total assets stood at RM92,370 million while free cash flow generated during the year amounted to RM2.739 million.

Outlook And Strategy

Moving forward, the external environment is expected to remain challenging with an uncertain economic outlook and with current domestic market for table eggs remain competitive. We expect feed prices to remain volatile despite the improved yields and supplies of commodities for the fiscal year 2015. In spite of all these uncertainties, the Board is confident that with the various initiatives undertaken by the Group, business operation will continue to be profitable.

Sale of eggs will continue to be the important focus of our growth strategy and the key driver of our performance for the following years. We intend to capture more sales among health conscious consumers by providing eggs with higher nutritional value content to them.


We will remain focus in managing our operations as efficiently and prudently as possible. The Group will continue to upgrade its production facilities, improve flock performance, reduce operating costs and to improve the efficiency of poultry housing. TPC has its strategy for continued success in the years ahead and is well positioned to leverage the additional production capacity from our proposed purchase of pullet and layer houses and equipment as disclosed in the Circular to shareholders dated 25 August 2015 and other expansion projects. We will continue to execute our growth strategy in meeting the changing demand of customers as well as to construct new and more efficient facilities.

Acknowledgement

As the newly appointed Chairman and Managing Director of the Group, our primary duty will be to ensure that the Group is run in a responsible, sustainable and transparent manner. With our colleagues of the Board, we will put our absolute focus and accept our full share of responsibilities on the governance of the Company in the delivery of long term shareholders value.

We would like to express our sincere appreciation to Mr. Lim Yeow Her who had been determined and resolute in addressing numerous challenges faced by the Group. And also our heartfelt thanks to Dato’ Mohd Rosli Abdul Aziz, Mr. Tan Peng Chan and Ms Chin Peck Li who had resigned as Non-Executive Directors of the Company for their unstinting services and valuable guidance over the past years. We are delighted to welcome Mr. Liang Ah Lit, Mr. Chong Chee Siong and Mr. Chong Peng Khang to the Board. Our gratitude also goes to our management and staff for their exceptional great jobs and seamless coordination in managing different areas of the Group, our valued shareholders, customers, vendors and financial lenders.

We firmly believe that as we embark on this journey of renewal and change, we will continue to lead the Group to achieve great results and to maximize returns for shareholders as we pursue the exciting growth opportunities ahead.

Thank you for your support of TPC Plus Berhad.

Datuk Seri Wira Abu Seman Lim Yew Chuabin Haji Yusop Managing DirectorChairman

JOINT CHAIRMAN AND MANAGING DIRECTOR’S STATEMENT(cont’d)


sTaTeMenT on CorPoraTe soCial resPonsibiliTY

TPC Plus Berhad (“Company” or “TPC”) has always been aware of the importance of Corporate Social Responsibility (“CSR”) in the community it operates in. We strive to operate the Company in an economic, social and environmentally sustainable manner in order to bring collective value to our employees, customers, shareholders and society.

CARING FOR THE ENVIRONMENT

TPC has identified different ways to reduce waste and to enhance its recycling efforts.

Recycling has become our daily routine. Newspapers, magazines and used paper egg trays are all the common materials collected regularly and sent to facilities for proper handling. Paper is often the major contributor to waste in a workplace. Therefore, it is a common practice for all the employees of the Group to set aside papers that they have used on one side to be used for printing drafts on the other side. Cardboard and empty boxes are reused for storage purposes. With this, we manage to reduce the space for storing empty boxes and to cut back the purchase and order of new boxes.

In the operations, standards are imposed to effectively control the usage of electricity. Lights, electrical equipment, air conditioning and computers will be switched off when they are not in used to reduce energy consumption.

EMPLOYEES DEVELOPMENT AND COMMITMENT

TPC recognizes the importance of employees’ training for an organisation’s success. The Group believes that employees are a company’s greatest assets. Every employee has the ability to significantly impact the performance, future growth and bottom line of a business. Therefore, we remain committed in developing the greatest potential an employee has to not only increase their contributions to the Company but also to build their self-esteem.

In order to attract and retain the best, the Group has sponsored employees attending relevant external training programmes to increase their efficiency and productivity, to strengthen and motivate employees to align themselves with organizational goals and to stay on the right track all the time.

In order to foster a strong sense of purpose and belonging, the Group employs an open door policy. Open communication approach is strongly encouraged in the Group to provide suggestions, creativity and feedback on any subject matter. We hope to maintain a healthy working environment and to move forward together as a team to increase value to our shareholders and customers.

SPONSORSHIP

The Company has supported the community by providing financial assistance for projects undertaken by local schools and places of worship. We also sponsored eggs to the needy and underprivileged.

Going forward, we will continue to put efforts in the CSR affairs and are committed to continue our contribution to the society.


sTaTeMenT of CorPoraTe GoVernanCe

The Board of Directors (“the Board”) of TPC Plus Berhad (“the Company”) acknowledges the importance of maintaining good corporate governance within the Group to safeguard the interests of its shareholders and will continue to improve the effective application of the principles and recommendations set out in the Malaysian Code on Corporate Governance 2012 (“the Code”). To this end, the Board is pleased to state below how the Company has applied the principles and recommendations set out in the Code.

1. ESTABLISH CLEAR ROLES AND RESPONSIBILITIES

Function of the Board and Management

The Board has full and effective control over the business undertakings of the Company subject to the powers reserved for shareholders under the Company’s Memorandum and Articles of Association, the Listing Requirements and applicable laws. This includes the approval of annual and interim results, specific items of investments and disinvestments as well as the risk management framework and internal control policies and procedures for the Company.

The Executive Directors are responsible for matters which are not specifically reserved for the Board or delegated to the Board committees such as the day-to-day management of the operations of the Company.

It is the role of the Management to manage the Company in accordance with the direction and delegation by the Board and the Board is focused on the Group’s overall governance.

Roles and responsibilities of the Board

The Board’s role and responsibilities are set out in the Company’s Board Charter which sets out the principal role of the Board, Board Committee and Management so that there is a structured guide with regard to the various responsibilities.

The Board has delegated certain responsibilities to two Board Committee namely the Audit Committee and the Nomination and Remuneration Committee which operate within clearly defined terms of reference.

The Board Charter which was first adopted in year 2013 and reviewed by the Board of Directors on 25 February 2016 is available on the Company’s website, www.tpc.com.my

Code of Conduct of Directors

The Board acknowledges its leadership role in promoting and observing ethical values and conduct. The Board adopts and observes a Code of Conduct similar to the Code of Ethics for Company Directors established by the Companies of Commission of Malaysia.

The Group also has a Whistle Blowing Policy which protects an employee of the Group against any detrimental action in reprisal for raising concerns of any actual or potential misconduct.

Sustainable strategies

The Board recognises the importance of sustainability and in driving business revenues and profits, the Group will manage risk prudently and meet the expectations of customers, shareholders, regulators, bankers and the communities in which the Group operates.


STATEMENT OF CORPORATE GOVERNANCE

(cont’d)

Access to information and advice

The Directors have direct and unrestricted access to all information relating to the Group’s business and affairs. The Board members may, either as a group or in their individual capacity, seek and obtain independent professional advice, where necessary, at the Company’s expense to discharge their duties effectively.

The Directors are provided with the agenda and all the relevant documents and information prior to each Board meeting to enable them to have a comprehensive understanding of the issues to be deliberated upon in order to arrive at an informed decision.

Senior Management and external advisers are normally invited to attend meetings to provide insights and professional views, advice and explanation on specific items on the meeting agenda.

Company Secretary

The Board is supported by a Company Secretary who is a member of a professional body. The Company Secretary is responsible for ensuring the Group’s adherence and compliance with the relevant statutory and regulatory requirements. The Company Secretary also organises, attends and ensures meetings of Shareholders, Board and Board Committees are properly convened and held. Statutory records and resolutions passed are kept and maintained by the Company Secretary at the Company’s Registered Office.

2. STRENGTHEN COMPOSITION

Nomination and Remuneration Committee

The following Directors, all of whom are Independent Non-Executive Directors, were appointed to the Board Nomination and Remuneration Committee (“BNRC”) on 30 November 2015:

Datuk Seri Wira Abu Seman bin Haji Yusop - Chairman Liang Ah Lit @ Nyah Chung Mun - MemberChong Chee Siong - MemberChong Peng Khang - Member

in place of the following Directors who had resigned on the same day:

Dato’ Mohd Rosli Abdul Aziz - Chairman Chin Peck Li - MemberTan Peng Chan - Member

During the financial year ended 31 December 2015, the BNRC had met to review the Executive Directors’ remuneration and the Directors’ fees and to consider the re-election of Directors who are retiring in accordance with the Company’s Articles of Association.


2. STRENGTHEN COMPOSITION (CONT’D)

Recruitment and annual assessment of Directors

The Board supports non-discrimination on gender, ethnicity and age group of candidates to be appointed as Board members although the Company does not have any Boardroom diversity policy. The Board encourages a dynamic and diverse composition with skills, experience, time commitment and other qualities in meeting the future needs of the Company.

Article 95 of the Company’s Articles of Association provides that the Board shall comprise not less than 2 and not more than 10 Directors. The Board has 7 members comprising an Independent Non-Executive Chairman, 3 Executive Directors and 3 Independent Non-Executive Directors. This complies with the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) which requires one third of the Board to be Independent Directors.

Procedures relating to the appointment and re-election of Directors are contained in the Company’s Articles of Association and these are observed by the BNRC. The BNRC will ensure that one third of the Board of Directors or if their number is not three or a multiple of three, then the number nearest to one third submit themselves for re-election at each Annual General Meeting (“AGM”) provided that all Directors shall retire from office at least once every 3 years. Newly appointed Directors will hold office until the AGM following their first appointment and shall be eligible for re-election bur shall not be taken into account in determining the number of Directors who are to retire by rotation at the AGM.

The BNRC will also ensure that Directors who are above 70 years of age and willing to act are subject to re-appointment by shareholders annually at the Company’s AGM in accordance with Section 129(6) of the Companies Act, 1965.

Remuneration policy

The current practice is for the Executive Directors to be remunerated both in cash and in kind by taking into consideration their experience, responsibilities and contributions to ensure that the Company attracts and retains directors of the quality needed to manage the business of the Group. Non-executive Directors are paid an annual fees in addition to meeting allowance.

The BNRC will propose to the Board on the Directors’ fees payable and the ultimate decisions will be made by the Board subject to the shareholders’ approval at the Company’s AGM.

The aggregate Directors’ remuneration paid or payable to Directors for the financial year ended 31 December 2015 are disclosed under Note 27 of the financial statements in page 72 of this Annual Report.

For security and confidentially reasons, the details of the Directors’ remuneration are not shown with reference to the Directors individually. The Board is of the view that the transparency and accountability aspect of the corporate governance on Directors’ remuneration are appropriately served by the band disclosure made.

STATEMENT OF CORPORATE GOVERNANCE(cont’d)



(cont’d)

3. REINFORCE INDEPENDENCE

Annual assessment of Independent Directors

The concept of independence adopted by the Board is in tandem with the definition of an independent director in the MMLR. During the financial year ended 31 December 2015, none of the Independent Directors is engaged in the day-to-day management of the Company or is involved in any type of business dealings with the Company that could materially interfere with his unfettered and independent judgement.

All the Independent Directors of the Company had provided confirmation of their independence to the BNRC and the Board. The Board has recommended the continuation of these Directors as independent directors of the Company as the Board believes that they can continue acting in the best interest of the Group and bringing unbiased and professional judgement to Board deliberations.

Tenure of Independent Directors

The Board does not limit the tenure for Independent Directors as the Board is of the view that there are significant advantages gained from long-serving Independent Directors who possess valuable knowledge of the Group’s operations.

Shareholders’ approval for retaining Independent Directors

Subject to the Board’s recommendation, directors who have served as Independent Directors of the Company for an aggregate of more than 9 years will seek shareholders’ approval at every AGM for them to continue to act as independent directors until the conclusion of the next AGM.

None of the Company’s Independent Directors has served for 9 years or more.

Separation of positions of Chairman and Managing Director

There is a clear division of responsibility between the Chairman and Managing Director to ensure a balance of power and authority. The principal duties of the Chairman, who holds a non-executive position, are to conduct meetings of the Board and shareholders and to facilitate constructive discussions at these meetings. The Managing Director is responsible for the day-to-day running of the businesses of the Group and to develop and implement strategies.


4. FOSTER COMMITMENT

Time commitment

The Board is satisfied with the level of time commitment given by the Directors towards fulfilling their roles and responsibilities as evidenced by their attendance at meetings held. The Board met 5 times during the financial year ended 31 December 2015 and all the Directors attended every meeting held except Mr Tan Peng Chan and Mr Lim Yew Kwang who attended 4 of the 5 meetings.

No Board meeting was held after the appointment of Datuk Seri Wira Abu Seman bin Haji Yusop, Mr Liang Ah Lit @ Nyah Chung Mun, Mr Chong Chee Siong and Mr Chong Peng Khang as Independent Non-Executive Directors of the Company.

All Directors are required to notify the Chairman before accepting any new directorships and limit his directorship of companies to a number in which he can best devote his time and effectiveness. Each Director is his own judge of his abilities and how best to manage his time effectively in the company in which he holds directorship.

Training

The Board acknowledges that continuous training is important to enable the Directors to effectively discharge their duties and hence will continue to undergo relevant training programmes that will aid the Directors in the discharge of their duties and responsibilities more effectively.

During the financial year ended 31 December 2015, the Directors assessed and identified their own training needs and had attended the following training programmes:

Director Training

Lim Yew Chua Stepping into the world of directorship 2016 Budget outlook

Lim Yew Kwang Stepping into the world of directorship 2016 Budget outlook

Lim Yew Piau Stepping into the world of directorship 2016 Budget outlook

All the Independent Non-Executive Directors appointed on 30 November 2015, namely Datuk Seri Wira Abu Seman bin Haji Yusop, Mr Liang Ah Lit @ Nyah Chung Mun, Mr Chong Chee Siong and Mr Chong Peng Khang had attended the Mandatory Accreditation Programme for Directors of Public Listed Companies.



5. UPHOLD INTEGRITY IN FINANCIAL REPORTING

Directors’ responsibility statement

The financial statements are drawn up in accordance with the International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 31 December 2015 and of their financial performance and cash flows for the financial year ended on that date.

The Directors are satisfied that in preparing the financial statements of the Group and of the Company for the financial year ended 31 December 2015:

• appropriateaccountingpolicieswereadoptedandappliedconsistently;• judgmentandestimateswereprudentlyandreasonablymade;• allapplicableaccountingstandardswerecomplied;and• thefinancialstatementswerepreparedonthegoingconcernbasis.

The Directors have also ensured that proper accounting records kept disclose with reasonable accuracy the financial position of the Group and Company and which enable the Directors to ensure that the financial statements comply with the Companies Act, 1965 and MASB approved accounting standards.

Other than the above, the Directors have an overall responsibility for taking steps that are reasonably available to them to safeguard the assets of the Group and Company and to detect and prevent fraud and other irregularities.

Suitability and independence of External Auditors

The External Auditors have confirmed that they were, and have been, independent throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements.

The External Auditors attended all the Audit Committee Meetings held during the financial year ended 31 December 2015 and were also available at the Company’ AGM to answer any enquiries on the conduct of the statutory audit and the preparation and contents of their audit report.

6. RECOGNISE AND MANAGE RISKS

Framework to manage risks

The Board recognises the importance of risks management for the Group to achieve its objectives within an acceptable risk profile and to safeguard shareholders’ investment and the Group’s assets.

An overview of the Company’s risks management is set out in the Statement on Risk Management and Internal Control on pages 21 to 24 of this Annual Report.

Internal audit function

The Company has outsourced its internal audit function to a professional firm. In order to act independently from the management, the internal audit function will report directly to the Audit Committee and assist the Board in monitoring and reviewing the effectiveness of the risk management, internal control and governance processes within the Group. The scope of the internal audit function covers the audits of all units and operations of the Group.

The details of internal audit functions of the Group are disclosed in the Statement on Risk Management and Internal Control on pages 21 to 24 of this Annual Report.


(cont’d)


7. ENSURE TIMELY AND HIGH QUALITY DISCLOSURE

Corporate disclosure policy

The Company is committed in providing clear, accurate and timely disclosure of all material information pertaining to its performance and operations to its shareholders and the general public. Although the Company does not have any corporate disclosure policies and procedures, all disclosure requirements as set out in the MMLR are complied with at all times.

Dissemination of information

Printed Circular to Shareholders and Annual Report are sent to shareholders. These Circular and Annual Report could also be accessed by the shareholders and the investing public electronically through Bursa Securities’ and the Company’s website at www.bursamalaysia.com and www.tpc.com.my respectively. Announcements and quarterly results of the Company and Group are also accessible through these same websites.

8. STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS

Shareholders’ participation at general meeting

The Company’s AGM remains the principal forum for dialogue and interaction with shareholders during which the shareholders may seek clarifications and comment on the Group’s businesses and financial performance.

Poll voting

The Board is of the opinion that the number of shareholders and the level of attendance at the Company’s general meetings do not warrant the introduction of poll voting for all resolutions. However, the Board notes that poll voting may be mandated by the regulators for resolutions relating to defined situations and in such circumstances, poll voting will be carried out.

This Statement is made in accordance with a resolution of the Board of Directors dated 11 April 2016.



sTaTeMenT on risk ManaGeMenT anD inTernal ConTrol

INTRODUCTION

Pursuant to paragraph 15.26(b) and Practice Note 9 of the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) for the Main Market and as guided by the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers (‘the Guidelines”), the Board of Directors (“the Board”) of TPC Plus Berhad (“the Company”) (collectively with its subsidiaries, “the Group”) is pleased to include a statement on the state of the Group’s system of risk management and internal control for the financial year ended 31 December 2015 in this Annual Report.

RESPONSIBILITY

The Board acknowledges its overall responsibility for maintaining a good risk management practices, reviewing and overseeing the effectiveness and adequacy of the Group’s risk management and internal controls system implemented by management. The Board has delegated these aforementioned responsibilities to the Audit Committee whereby the Audit Committee is assigned with the duty, through its terms of reference and the Risk Management Framework approved by the Board, to provide assurance to the Board on the effectiveness of risk management and internal control systems of the Group. Through the Audit Committee, the Board is kept informed of all significant control issues brought to the attention of the Audit Committee by the Management, the internal audit function and the external auditors. The Board confirms that these processes have been in place for the financial year under review and up to the date of approval of this Statement for inclusion in the Annual Report of the Company.

Due to the inherent limitations in any risk management and internal control system, such system put into effect by the Management by its nature is designed to manage, rather than to eliminate, the risk of failure to achieve the Group’s business objectives and can only provide reasonable and not absolute assurance against material misstatement, error or loss.

RISK MANAGEMENT SYSTEM

The Board recognize risk management as an integral part of system of internal control and good management practice in pursuit of its strategic objectives. The Board maintains an on-going commitment for identifying, evaluating and managing significant risks faced by the Group systematically during the financial year under review. The Board had put in place a structured Risk Management Framework (‘RM Framework”), as the governance structure and processes for the risk management on enterprise wide, in order to embed the risk management practice into all level of the Group and to manage key business risks faced by the Group adequately and effectively as second line-of-defense. The duties for the identification, evaluation and management of the key business risk are delegated to the Risk Management Committee (“RMC”), made up of heads of departments led by Group Managing Director.

The RM Framework established lays down the risk management’s objectives and processes established by the Board with proper governance structure of the risk management activities of the Group established as follows:

The Board

Internal Audit Function

Risk Management Committee (“RMC”)

Audit Committee


Statement on Risk Management and Internal Control(cont’d)

Clear roles and responsibilities of the Board, the Audit Committee, RMC, operation management (as risk owners), key risk officer and internal audit function are defined in the RM Framework. The RMC is chaired by Group Managing Director and guided by formal terms of reference embodied in the RM Framework.

Systematic risk management process is stipulated in the RM Framework, whereby each step of the risk identification, risk assessment, control identification, risk treatment and control activities are laid down for application by the RMC and the operation management. Risk assessment, at gross and residual level, are guided by the likelihood rating and impact rating established by the Board that are stipulated in the RM Framework. Based on the risk management process, a key risk profile of the Group was compiled by the RMC, with relevant key risks identified rated based on the agreed upon risk rating. The key risk profile is used for the identification of high residual risks which are above the risk appetite of the Group that require the Management and the Board’s immediate attention and risk treatment as well as for future risk monitoring.

As first-line-of-defense, respective heads of departments/divisions (i.e. risk owners) are responsible for managing the risks under their responsibilities. Risk owners are responsible to ensure that business processes under their responsibilities are operating effectively and efficiently by way of maintaining effective internal controls and executing risk and control procedures.

The monitoring of the risk management by the Group is enhanced by the internal audits carried out by the internal audit function with specific audit objectives and business risks identified for each internal audit cycle based on the internal plan approved by the Audit Committee.

The above process has been practiced by the Group for the financial year under review and up to the date of approval of this statement.

INTERNAL CONTROL SYSTEM

The key elements of the Group’s internal control systems are described below:

• Board of Directors/Board Committees

Board Committees i.e. Audit Committee and Nomination and Remuneration Committee have been established to carry out duties and responsibilities delegated by the Board and are governed by written terms of reference.

The Board conducts quarterly reviews of the Group’s performance and financial positions at its meetings to ensure that the Group’s overall objectives are achieved.

• Organisation Structure and Authorisation Procedures

The Group has a formal organization structure in place to ensure appropriate level of authorities and responsibilities are delegated accordingly to competent staffs in achieving operational effectiveness and efficiency. The delegation of authorities is guided by formal Delegated Authority Policy approved by the Board, supplemented by authorisation procedures for key processes are stated in the Group’s other policies and procedure.

• Policies and Procedures

Documented policies and procedures are in place and are regularly reviewed and updated to ensure that it maintains its effectiveness and continues to support the Group’s business activities at all times as the Group continues to grow.

• Human Resource Policy

Guidelines on human resource management are in place to ensure the Group’s ability to operate in an effective and efficient manner by employing and retaining adequately competent employees who possess the necessary knowledge, skill and experience in carrying out their duties and responsibilities effectively and efficiently.


Statement on Risk Management and Internal Control

(cont’d)

• Information and Communication

Information critical to the achievement of the Group’s business objectives are provided by the Senior Management to the Board. This allows matters that require the Board’s attention to be highlighted for review, deliberation and decision making on a timely basis.

At operational level, clear reporting lines are established across the Group and operation reports are prepared for dissemination to relevant personnel for effective communication of critical Information throughout the Group for timely decision making and execution in pursuit of the business objectives.

• Biosecurity and Disease Control

Good farm management practices and biosecurity & disease controls to mitigate biosecurity and disease threats are incorporated into policies and procedures adopted by the farms, the production chain and distribution process.

INTERNAL AUDIT FUNCTION

The Group’s internal audit function is outsourced to a professional firm. The outsourced internal audit function assists the Board and the Audit Committee in providing independent assessment of the adequacy, efficiency and effectiveness of the Group’s governance, risk and control structure and processes. The outsourced internal audit function reports directly to the Audit Committee. The audit engagement of the outsourced internal audit function is governed by the engagement letter with key terms include purpose and scope of works, accountability, independence, the outsourced internal audit function’s responsibilities, the management’s responsibilities, the authority accorded to the outsourced internal audit function, limitation of scope of works, confidentiality, proposed fees and engagement team. The scope of control review by the outsourced internal audit function is determined and approved by the Audit Committee with feedback from executive management.

The internal audit works are guided by risk-based internal audit plan drafted based on existing and emergent key business risks identified in the key risk profile of the Group, the Senior Management’s opinion and previous internal audits performed, and subject to review and approval by the Audit Committee prior to its execution. Each internal audit cycles within the internal audit plan are specific with regard to audit objective, key risks to be assessed and scopes of the internal control review.

As third-line-of-defense, the internal control review procedures performed by the internal audit function are designed to understand, document and evaluate risks and related controls to determine the adequacy and effectiveness of governance, risk and control structures and processes and to formulate recommendations for improvement thereon. The internal audit procedures applied principally consisted of process evaluations through interviews with relevant personnel involved in the process under review, review of the Standard Operating Procedures and/or process flows provided and observations of the functioning of processes in compliance with results of interviews and/or documented Standard Operating Procedures and/or process flows. Thereafter, testing of controls for the respective audit areas through the review of the samples selected based on sample sizes calculated in accordance to predetermined formulation, subject to the nature of testing and verification of the samples.

During financial year ended 31 December 2015, an independent and objective review of the adequacy of the risk management and internal control system of the Company was conducted by the professional firm for the purpose of Paragraph 5.6 of Practice Note 17: Criteria and Obligations of PN 17 issuers (“the Review”) with the scopes of coverage as agreed by the Company and the Principal Adviser. The scopes of coverage were corporate governance, treasury management, sales and marketing, farm management and financial management. The results of the Review can be found in Appendix VII of the Circular to the Shareholders in relation to the Proposed Regulation Plan dated 25 August 2015.

During the financial year, the results of the Review were presented to the Audit Committee during its scheduled meeting. During the presentation, the internal audit findings and recommendations as well as management response and action plans were presented and deliberated by the Audit Committee. Update on the status of action plans as identified in the report were also presented to the Audit Committee during the same meeting.

The cost involved for the Review during the year ended 31 December 2015 amounted to approximately RM49,565.45.


ASSURANCE PROVIDED BY MANAGING DIRECTOR

In line with the Guidelines, the Group Managing Director, being highest ranking executive in the Company and the person primarily responsible for the management of the financial affairs of the Company have provided assurance to the Board that the Group’s risk management and internal control systems have operated adequately and effectively, in all material aspects, to meet the Group’s objectives during the financial year under review.

ASSURANCE PROVIDED BY EXTERNAL AUDITORS

Pursuant to paragraph 15.23 of the Listing Requirements of Bursa Securities for the Main Market, the external auditors have reviewed this Statement for inclusion in the Annual Report of the Group for the year ended 31 December 2015 and reported to the Board that nothing has come to their attention that caused them to believe that the statement is inconsistent with their understanding of the processes adopted by the Board in reviewing the adequacy and integrity of the systems of internal controls.

CONCLUSION

Based on the review of the risk management process and internal control system performed by the Audit Committee and the Board as mentioned above as well as the monitoring and review mechanism stipulated above coupled with the assurance provided by the Group Managing Director, the Board is of the opinion that the risk management and internal control systems are satisfactory and have not resulted in any material losses, contingencies or uncertainties that would require disclosure in the Group’s annual report. The Board continues to take pertinent measures to sustain and, where required, to improve the Group’s governance, risk and control structures and processes in meeting the Group’s strategic objectives.

The Board is committed towards maintaining an effective risk management and internal control systems throughout the Group and where necessary put in place appropriate plans to further enhance the Group’s systems of internal control. Notwithstanding this, the Board will continue to evaluate and manage the significant business risks faced by the Group in order to meet its business objectives in the current and challenging business environment.

This statement was approved by the Board of Directors on 11 April 2016.

Statement on Risk Management and Internal Control(cont’d)


auDiT CoMMiTTee rePorT

COMPOSITION OF AUDIT COMMITTEE

The following Independent Non-executive Directors were appointed by the Board of Directors on 30 November 2015 as the Company’s Audit Committee members:

Datuk Seri Wira Abu Seman bin Haji Yusop - Chairman / Independent Non-Executive DirectorLiang Ah Lik @ Nyah Chung Mun - Member / Independent Non-Executive DirectorChong Chee Siong - Member / Independent Non-Executive DirectorChong Peng Khang - Member / Independent Non-Executive Director

in place of the following Audit Committee members who have all resigned on 30 November 2015:

Dato’ Mohd Rosli Abdul Aziz - Chairman / Independent Non-Executive DirectorChin Peck Li - Member / Independent Non-Executive DirectorTan Peng Chan - Member / Independent Non-Executive Director

TERMS OF REFERENCE

Objectives

1. Provide assistance to the Board of Directors in fulfilling its statutory and fiduciary responsibilities for examinations of the Group and Company and in monitoring its accounting and financial reporting practices.

2. Determine that the Group and Company has adequate administrative, operational, and internal accounting controls and that the Group and Company is operating in accordance with its prescribed procedures and codes of conduct.

3. Serve as an independent and objective party in the review of the financial information presented by management for distribution to shareholders and the general public.

4. Provide direction and controls over the internal audit function and the external auditors.

Membership

1. The committee shall be appointed by the Board and shall consist of:-

a. No fewer than 3 members of whom all must be non-executive directors, with a majority of them being independent directors; and

b. At least 1 member of the audit committee must fulfil the following requirements:-

(i) Must be a member of the Malaysian Institute of Accountants (“MIA”); or

(ii) If he is not a member of MIA, he must have at least 3 years’ working experience and:-

• musthavepassedtheexaminationsspecifiedinPartIofthe1stScheduleoftheAccountantsAct1967;

• mustbeamemberofoneoftheassociationsofaccountantsspecifiedinPartIIofthe1stScheduleof the Accountants Act 1967; or

• suchotherrequirementsasprescribedorapprovedbyBursaMalaysiaSecuritiesBerhad.

2. No alternate director shall be appointed as a member of the audit committee.

3. The members of the audit committee shall elect a Chairman from among their number who shall be an independent director.


AUDIT COMMITTEE REPORT(cont’d)

Functions and Responsibilities

1. To review the following and report the same to the Board of Directors of the Company:-

a. with the external auditor, the audit plan;

b. with the external auditor, his evaluation of the system of internal controls;

c. with the external auditor, the audit report;

d. the assistance given by the employees of the Group and Company to the external auditor;

e. the adequacy of the scope, functions, competency and resources of the internal audit functions and that it has the necessary authority to carry out its work;

f. the internal audit programme, processes, the results of the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;

g. the quarterly results and year end financial statements, prior to the approval by the Board of Directors, focusing particularly on:

• changesinorimplementationofmajoraccountingpolicychanges;• significantandunusualevents;and• compliancewithaccountingstandardsandotherlegalrequirements;

h. any related party transaction and conflict of interest situation that may arise within the Group and Company including any transaction, procedure or course of conduct that raises questions of management integrity;

i. any letter of resignation from the external auditors of the Group and Company; and

j. whether there is reason (supported by grounds) to believe that the Group’s and Company’s external auditor is not suitable for re-appointment; and

2. Recommend the nomination of a person or persons as external auditors.

Authority

The audit committee shall, in accordance with a procedure to be determined by the Board of Directors:-

1. have authority to investigate any matter within its terms of reference;

2. have the resources which are required to perform its duties;

3. have full and unrestricted access to any information pertaining to the Group and Company;

4. have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity;

5. be able to obtain independent professional or other advice; and

6. be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other directors and employees of the Group and Company, whenever deemed necessary.


AUDIT COMMITTEE REPORT

(cont’d)

Meetings

1. Meetings will be held not less than four times a year and the Committee may establish procedures from time to time to govern its meetings, keeping of minutes and its administration.

2. The external auditors or internal auditors may request a meeting if they consider one necessary.

3. The agenda for each meeting shall be circulated at least 7 days before each meeting to the Committee members, the external auditors and all those who are required to attend the meeting.

4. Participants may be invited from time to time to attend the meeting depending on the nature of the subject under review. These participants may include directors, senior management, internal auditors and external auditors.

5. The quorum shall be two third of the Committee with the majority present being independent directors. If the Chairman is unable to attend any meeting, any other independent member present shall act as Chairman.

6. All resolutions of the Committee shall be adopted by a simple majority vote, each member having one vote. In case of equality of votes, the Chairman shall have a second or casting vote.

7. The Company Secretary shall act as the Secretary of the Committee.

MEETINGS AND ATTENDANCE

The Committee met 5 times during the financial year ended 31 December 2015 and all the Committee Members attended every meeting held except for Mr Tan Peng Chan and Mr Lim Yew Kwang who both attended 4 of the 5 meetings. No meetings were held after the appointment of the new Audit Committee Members on 30 November 2015.

EMPLOYEES’ SHARE OPTION SCHEME

There was no option allocated pursuant to the Company’s Employees’ Share Option Scheme during the financial year ended 31 December 2015. The Company’s Share Option Scheme has expired on 19 August 2015.

SUMMARY OF ACTIVITIES OF THE COMMITTEE

The Audit Committee had carried out the following activities during the financial year ended 31 December 2015:

1. reviewed the Group’s unaudited quarterly financial results and audited financial statements with the management and external auditors before recommending the same to the Board of Directors for their consideration and approval.

2. reviewed with the external auditors the Audit Review Memorandum in relation to the audit and accounting issues arising from their audit and the management’s response.

3. reviewed with the external auditors the Audit Planning Memorandum.

4. reviewed the Group’s delegated authority policy.

5. reviewed the Group’s Risk Management Framework which covers risk management policy, risk management reporting structure and risk assessment, communication and monitoring process.

6. reviewed and assessed the findings made by the internal auditors and the management’s response and implementation taken in respect of the Group’s risk management and internal control system.

7. adopted the Internal Audit Plan for the financial year ending 31 December 2016.

8. reviewed the recurrent related party transactions that transpired during the financial year ended 31 December 2015.

9. discussed on the progress of the Company’s Regularisation Plan.


aDDiTional CoMPlianCe inforMaTion

1. Options, warrants or convertible securities exercised

During the financial year ended 31 December 2015, no shares were issued by the Company in pursuance of the exercise of options under the Company’s Employees’ Share Option Scheme which has expired on 19 August 2015.

At an Extraordinary General Meeting held on 17 September 2015, the shareholders of the Company had approved, among others, a renounceable rights issue of 120,000,000 ordinary shares of RM0.20 each (“Rights Shares”) together with 80,000,000 free detachable warrants (“Warrants”) at an issue price of RM0.20 per Rights Share on the basis of 3 Rights Shares for every 2 existing ordinary shares held and 2 free Warrants for every 3 Rights Shares subscribed (“Rights Issue with Warrants”).

The Rights Shares and Warrants were issued on 20 January 2016 and listed and quoted on the Main Market of Bursa Securities on 22 January 2016. The Warrants has a tenure of 5 years from the date of issuance and shall expire on 19 January 2021. No warrant has been exercised as at 31 March 2016.

2. Employees’ share option scheme There is only one employee share scheme in existence during the financial year ended 31 December 2015. No option

has been granted under the Company’s Employees’ Share Option Scheme which has expired on 19 August 2015.

3. Utilisation of proceeds

A total proceeds of RM24,000,000 was raised upon the completion of the Rights Issue with Warrants on 22 January 2016. The proceeds have been utilised in the following manner as at 31 March 2016:

Utilisation (RM’000) Proposed Actual Balance

Purchase of layer and pullet houses and equipment 10,800 – 10,800Working capital 11,700 6,000 5,700Expenses in relation to the Regularisation Plan 1,500 1,500 –

24,000 7,500 16,500

4. Sanctions and/or penalties imposed

The Company is not aware of any sanctions/penalties imposed on the Company, its subsidiaries, Directors or Management by the relevant regulatory bodies that have been made public during the financial year ended 31 December 2015.

5. Non-audit fees paid to external auditors

During the financial year ended 31 December 2015, non-audit fees incurred for services rendered to the Group by Crowe Horwath, the Company’s external auditors, or a firm or a corporation affiliated to Crowe Horwath amounted to RM12,000.


6. Recurrent related party transactions

The recurrent related party transactions conducted during the financial year ended 31 December 2015 pursuant to the shareholders’ mandate given to Teck Ping Chan Agriculture Sdn Bhd (“TPCA”) are as follows:-

Related party Nature of transaction Nature of relationshipAmount

Transacted (RM)

Huat Lai Resources Berhad (“HLRB”)

Sale of eggs by TPCA to HLRB

Purchase of feed, livestock and eggs by TPCA from HLRB

HLRB is a major shareholder of TPC holding 59.71% directinterest in TPC.

6,026,231.55

41,237,472.93

Huat Lai Feedmill Sdn Bhd (“HLFM”)

Purchase of feed by TPCA from HLFM

HLFM is a wholly-owned subsidiary of HLRB

24,758,160.13

HLRB Processing Sdn Bhd (“HLPR”)

Sales of spent layers by TPCA to HLPR

HLPR is a wholly-owned subsidiary of HLRB

1,721,819.78

Huat Lai Paper Products Sdn Bhd (“HLPP”)

Purchase of egg trays by TPCA from HLPP

HLPP is a wholly-owned subsidiary of HLRB

1,839,711.10

7. Material contracts involving directors’ and major shareholders’ interest

There was no material contracts subsisting at the end of the financial year or entered into since the end of the previous financial year by the Company or its subsidiaries which involved the interests of Directors or major shareholders.

ADDITIONAL COMPLIANCE INFORMATION

(cont’d)


finanCial HiGHliGHTs

RESULTS 31-Dec-13 31-Dec-14 31-Dec-15 RM’000 RM’000 RM’000

Revenue 73,231 83,608 89,073Profit/(Loss) After Tax (4,073) 4,764 3,834Total Assets 91,241 95,234 92,370 Earning/(Loss) per share (sen) (5.09) 5.96 4.79Share Capital 40,000 40,000 16,000

73,231

31 Dec 2013

(5.09)

31 Dec 2013

REVENUE

RM’000

EaRNiNg/(Loss) pER shaRE

(sen)

83,608

31 Dec 2014

5.96

31 Dec 2014

89,073

31 Dec 2015

4.79

31 Dec 2015

91,241

31 Dec 2013

40,000

31 Dec 2013

ToTaL assETs

RM’000

shaRE CapiTaL

RM’000

95,234

31 Dec 2014

40,000

31 Dec 2014

16,000

31 Dec 2015

92,370

31 Dec 2015

(4,073)

31 Dec 2013

pRoFiT/(Loss) aFTER TaX

RM’000

4,764

31 Dec 2014

3,834

31 Dec 2015


Directors’ Report 32

Statement by Directors 36

Statutory Declaration 36

Independent Auditors’ Report 37

Statements of Financial Position 39

Statements of Profit or Loss and Other Comprehensive Income 41

Statements of Changes in Equity 42

Statements of Cash Flows 44

Notes to the Financial Statements 46

finanCial sTaTeMenTs


DireCTors, rePorT

The directors hereby submit their report and the audited financial statements of the Group and of the Company for the financial year ended 31 December 2015.

PRINCIPAL ACTIVITIES

The Company is principally engaged in the business of investment holding and provision of management services. The principal activities of the subsidiaries are set out in Note 6 to the financial statements. There have been no significant changes in the nature of these activities during the financial year.

RESULTS

The Group The Company RM RM

Profit/(Loss) after taxation for the financial year 3,834,001 (181,238)

Attributable to:Owners of the Company 3,834,001 (181,238)

DIVIDENDS

No dividend was paid or declared since the end of the previous financial year and the directors do not recommend the payment of any dividend for the current financial year.

RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provision during the financial year other than those disclosed in the statements of changes in equity to the financial statements.

ISSUES OF SHARES AND DEBENTURES

During the financial year:-

(a) there were no changes in the authorised share capital of the company;

(b) the Company reduced its issued and paid-up share capital from RM40,000,000 to RM16,000,000 by way of the cancellation of RM0.30 of the par value of every existing ordinary share of RM0.50 each; and

(c) there were no issues of debentures by the company.

OPTIONS GRANTED OVER UNISSUED SHARES

During the financial year, no options were granted by the Company to any person to take up any unissued shares in the Company.


BAD AND DOUBTFUL DEBTS

Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for impairment losses on receivables, and satisfied themselves that all known bad debts had been written off and that no allowance for impairment losses on receivables is required.

At the date of this report, the directors are not aware of any circumstances that would require the writing off of bad debts, or the allowance for impairment losses on receivables in the financial statements of the Group and of the Company.

CURRENT ASSETS

Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that any current assets other than debts, which were unlikely to be realised in the ordinary course of business, including their value as shown in the accounting records of the Group and of the Company, have been written down to an amount which they might be expected so to realise.

At the date of this report, the directors are not aware of any circumstances which would render the values attributed to the current assets in the financial statements misleading.

VALUATION METHODS

At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the existing methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

CONTINGENT AND OTHER LIABILITIES

The contingent liabilities are disclosed in Note 34 to the financial statements. At the date of this report, there does not exist:-

(a) any charge on the assets of the Group and of the Company that has arisen since the end of the financial year which secures the liabilities of any other person; or

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

No contingent or other liability of the Group and of the Company has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations when they fall due.

CHANGE OF CIRCUMSTANCES

At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements of the Group and of the Company, which would render any amount stated in the financial statements misleading.

ITEMS OF AN UNUSUAL NATURE

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

There has not 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 likely, in the opinion of the directors, to affect substantially the results of the operations of the Group and of the Company for the financial year.

DIRECTORS’ REPORT

(cont’d)


HOLDING COMPANIES

The immediate and ultimate holding companies are Huat Lai Resources Berhad and Esprit Unity Sdn. Bhd., respectively. Both the aforesaid holding companies are incorporated in Malaysia.

DIRECTORS

The directors who served since the date of the last report are as follows:-

Chin Peck Li (Resigned on 30.11.2015)Chong Chee Siong (Appointed on 30.11.2015)Chong Peng Khang (Appointed on 30.11.2015)Dato’ Mohd Rosli Abdul Aziz (Resigned on 30.11.2015)Datuk Seri Wira Abu Seman Bin Haji Yusop (Appointed on 30.11.2015)Liang Ah Lit @ Nyah Chung Mun (Appointed on 30.11.2015)Lim Yeow Her (Resigned on 30.11.2015) Lim Yew ChuaLim Yew KwangLim Yew PiauTan Peng Chan (Resigned on 30.11.2015)

Pursuant to Article 97 of the Articles of Association of the Company, Lim Yew Chua retires by rotation at the forthcoming annual general meeting and being eligible, offers himself for re-election.

Pursuant to Article 104 of the Articles of Association of the Company, Chong Chee Siong and Chong Peng Khang retire by rotation at the forthcoming annual general meeting and being eligible, offer themselves for re-election.

Persuant to Article 104 of the Articles of Association of the Company and Section 129(6) of the Company Act 1965, Datuk Seri Wira Abu Seman Bin Haji Yusop and Liang Ah Lit @ Nyah Chung Mun shall retire at the forthcoming annual general meeting and being eligible, offer themselves for re-election.

DIRECTORS’ INTERESTS

According to the register of directors’ shareholdings, the interests of directors holding office at the end of the financial year in shares of the Company and its related corporations during the financial year are as follows:-

Number Of Ordinary Shares* At 1.1.2015 Bought Sold At 31.12.2015

THE COMPANYDirect interestsCHONG CHEE SIONG – 5,000 – 5,000

Number Of Ordinary Shares Of RM1.00 Each At 1.1.2015 Bought Sold At 31.12.2015

IMMEDIATE HOLDING COMPANYDirect interestsDATUK SERI WIRA ABU SEMAN BIN HAJI YUSOP 20,000 – – 20,000

*Note: The par value of the ordinary share has been reduced from RM0.50 to RM0.20 effective from 13 November 2015.

The other directors holding office at the end of the financial year had no interest in shares of the Company or its related corporations during the financial year.

DIRECTORS’ REPORT(cont’d)


DIRECTORS’ BENEFITS

Since the end of the previous financial year, no director has received or become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by directors as shown in the financial statements, or the fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with the director or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest.

Neither during nor at the end of the financial year was the Group or the Company a party to any arrangements whose object is to enable the directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

The significant events during the financial year are disclosed in Note 39 to the financial statements.

SIGNIFICANT EVENTS OCCURRING AFTER THE REPORTING PERIOD

The significant events occurring after the reporting period are disclosed in Note 40 to the financial statements.

AUDITORS

The auditors, Messrs. Crowe Horwath, have expressed their willingness to continue in office.

SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORS DATED 11 APRIL 2016

Lim Yew Chua

Lim Yew Kwang

DIRECTORS’ REPORT

(cont’d)


sTaTeMenT bY DireCTorsPersuant to Section 169(15) of the Companies Act 1965

sTaTuTorY DeClaraTionPersuant to Section 169(16) of the Companies Act 1965

I, Low San Ying, I/C No. 680304-05-5134, being the officer primarily responsible for the financial management of TPC Plus Berhad, do solemnly and sincerely declare that the financial statements set out on pages 39 to 88 are, to the best of my knowledge and belief, 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 declared by Low San Ying, I/C No. 680304-05-5134 in the state of Melaka on this 11 April 2016

Low San Ying

Before meSaiful Bahari S Abdullah, PJKPesuruhjaya Sumpah(Commissioner for Oaths)Aras 2, Block Pentadbiran Kompleks KDNJalan Seri Negeri75450 Melaka

We, Lim Yew Chua and Lim Yew Kwang, being two of the directors of TPC Plus Berhad, state that, in the opinion of the directors, the financial statements set out on pages 39 to 88 are drawn up in accordance with Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and the Company as of 31 December 2015 and of their financial performance and cash flows for the financial year ended on that date.

The supplementary information set out in Note 42, which is not part of the financial statements, is prepared in all material respects, 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 issued by the Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities Berhad.

SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORS DATED 11 APRIL 2016

Lim Yew Chua Lim Yew Kwang


inDePenDenT auDiTors’ rePorT

To the Members of TPC PLUS BERHAD

REPORT ON THE FINANCIAL STATEMENTS

We have audited the financial statements of TPC Plus Berhad, which comprise the statements of financial position as at 31 December 2015 of the Group and of the Company, and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 39 to 88.

Directors’ responsibility for the Financial statements

The directors of the Company are responsible for the preparation of financial statements so as to give a true and fair view in accordance with Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia. The directors are also responsible for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence

ANNUAL REPORT 2015 PT 1678, Mukim of Serkam, 77300 Merlimau, Melaka, Malaysia. Office Number: +606 2686 315 General Fax Number: +606 2686 327 TPC PLUS BERHAD Company No. 615330-T (Incorporated

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