Asia Media Group Bhd Annual Report 2011

ANNUAL REPORT 2011ASIA MEDIA GROUP BERHAD(Company No. 813137-V)(Incorporated in Malaysia under the Companies Act, 1965)

02 Our Philosophy 03 Corporate Structure 04 Corporate Information 05 Financial Highlights 08 Chairman’s Statement 10 Chief Executive Officer‘s Report 12 Significant Milestones 19 Event Highlights 22 Board of Directors’ Profile 24 Statement on Corporate Governance 30 Audit Committee Report 34 Statement on Internal Control 35 Additional Compliance Information 36 Directors' Report 40 Statement by Directors | Statutory Declaration 41 Independent Auditors' Report 43 Statements of Financial Position 44 Statements of Comprehensive Income 45 Statements of Changes in Equity47 Statements of cash Flows49 Notes To The Financial Statement80 Analysis Of Shareholdings83 Notice Of Fourth Annual General Meeting 86 Appendix I88 Appendix II Proxy Forms

CONTENTS

2 ASIA MEDIA GROUP BERHAD (813137-V)

PHILOSOPHYOUR

At Asia Media, we believe in integrity and trust. Both these values form the foundations and pillars of our organization and foster our relationship with all of our stakeholders which include our valued customers, our communities in which we operate, our investors as well as our greatest assets, our people.

The company has experienced rapid growth and expansion since its inception, is continuing to build a reputable presence in the country’s digital out-of-home industry.

ANNUAL REPORT 2011 3

CORPORATE STRUCTURE

ASIA MEDIA GROUP BERHAD(“AMGB” or “Company”)

(Incorporated in Malaysia under the Companies Act, 1965)(Company No.813137-V)

Transnet Express Sdn Bhd(“TESB”)

Asia Media Broadcasting

Sdn Bhd(“AMBSB”)

(Formally known as Maha Semarak Sdn Bhd)

Asia Media Interactive

Sdn Bhd(“AMISB”)

Asia Media Marketing Sdn Bhd(“AMMSB”)

Asia Media Sdn Bhd(“AMSB” or “Asia Media”)*

* 100% owned subsidiary of Asia Media Group Berhad100% owned subsidiary of Asia Media Sdn Bhd 70% owned subsidiary of Asia Media Sdn Bhd

Ω

Ω

ΩΩ


CORPORATE INFORMATION

BOARD OF DIRECTORS

DATUK WIRA SYED ALI BIN TAN SRI ABBAS ALHABSHEE (Non-Independent Non-Executive Chairman)

DATO’ WONG SHEE KAI (Executive Director and Chief Executive Officer)

(Resigned on 23 March 2012)

SABARUDDIN BIN AHMAD SABRI (Executive Director)

DATO’ HUSSIAN @ RIZAL BIN A. RAHMAN

(Independent Non-Executive Director)

YEONG SIEW LEE (Independent Non-Executive Director)

AUDIT COMMITTEE

Dato’ Hussian @ Rizal Bin A. Rahman Chairman

Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee Member

Yeong Siew Lee Member

NOMINATION COMMITTEE




REMUNERATION COMMITTEE


Dato’ Wong Shee Kai Member


COMPANY SECRETARIES See Siew Cheng (MAICSA 7011225) Leong Shiak Wan (MAICSA 7012855)

REGISTERED OFFICE

Level 8, Symphony House Pusat Dagangan Dana 1 Jalan PJU 1A/46 47301 Petaling Jaya Selangor Darul Ehsan T : 03-7841 8000 F : 03-7841 8199

PRINCIPAL PLACE OF BUSINESS

No. 35, First Floor Jalan Bandar 16 Pusat Bandar Puchong 47100 Puchong Selangor Darul Ehsan T : 03-5882 7788 F : 03-5882 6622 W : www.asiamedia.net.my

PRINCIPAL BANKERS AmBank (M) Berhad HSBC Amanah Malaysia Berhad

AUDITORS STYL Associates (AF 001929) Chartered Accountants 107B Jalan Aminuddin Baki Taman Tun Dr Ismail 60000 Kuala Lumpur T : 03-7727 5573F : 03-7727 0771

SPONSOR TA Securities Holdings Berhad (14948-M) Menara TA One No.22, Jalan P.Ramlee 50250 Kuala Lumpur T : 03-2072 1277F : 03-2031 0052 SHARE REGISTRAR Tricor Investor Services Sdn Bhd Level 17, The Gardens North Tower Mid Valley City Lingkaran Syed Putra 59200 Kuala Lumpur T : 03-2264 3883 F : 03-2282 1886

STOCK EXCHANGE LISTING ACE Market of Bursa Malaysia Securities Berhad Stock Name : AMEDIA Stock Code : 0159


FINANCIAL HIGHLIGHTS

Notes:

1. Proforma consolidated results prepared for illustration purposes is based on the audited financial statement of the companies in the group and on the assumption that the current structure of the group has been in existence through out the period under review.

2. Based on audited three (3) months financial period ended 31 December 2007.

3. Based on proforma consolidated results for the financial years ended 31 December 2008, 31 December 2009 and 31 December 2010 respectively for illustrative purposes.

4. Based on audited financial statement of the group for the financial year ended 31 December 2011.

CAGR = Compound Annual Growth Rate

87.05%114.43%

79.77% 88.73%


FINANCIAL HIGHLIGHTSCont’d

SUMMARISED GROUP INCOME STATEMENTSFinancial Year Ended (“FYE”) 31 December

Proforma

FYE 31 December

Revenue

Cost of Sales

Gross profit ("GP")

EBITDA

Less:

Amortisation

Depreciation

Net interest income/(cost)

Profit before tax ("PBT")

Taxation

Profit after tax ("PAT")

Net profit attributable to

shareholders

Basic EPS (sen)

Profit Margin

GP margin (%)

EBITDA margin (%)

PBT margin (%)

PAT margin (%)

Growth Rates

Revenue (%)

EBITDA (%)

PBT (%)

2008(2)

RM

6,533,187

(2,702,900)

3,830,287

2,187,285

(5,422)

(815,758)

45,682

1,411,787

-

1,411,787

1,411,787

130,000,000

1.09

58.6

33.5

21.6

21.6

86.6

125.8

98.6

100.2

2009(2)

RM

13,150,080

(6,267,488)

6,882,592

4,233,739

(5,458)

(830,127)

(39,664)

3,358,490

-

3,358,490

3,358,490

130,000,000

2.58

52.3

32.2

25.5

25.5

101.3

93.6

137.9

137.9

2010(3)

RM

16,554,093

(8,644,850)

7,909,243

11,297,585

(24,176)

(960,720)

(26,074)

10,286,610

(4,872)

10,281,738

10,281,738

130,000,000

14.87

47.8

68.2

62.1

62.1

N/A

N/A

N/A

N/A

Issued and paid-up share capital base

2011

RM

36,548,114

(13,834,194)

22,713,920

17,224,148

(263,705)

(2,319,794)

372,796

15,013,445

(4,450)

15,008,995

15,011,647

228,000,000

6.61

62.1

47.1

41.1

41.1

56.4

86.3

94.0

94.0

(3)2010

RM

23,375,537

(12,050,436)

11,325,101

9,246,887

(25,979)

(1,439,401)

(39,414)

7,742,093

(4,872)

7,737,221

7,7377,221

130,000,000

5.95

48.5

39.6

33.1

33.1

77.8

118.4

130.5

130.4

(2)2007

RM

3,501,620

(1,709,095)

1,792,525

968,759

-

(143,721)

(113,993)

(5,821)

711,045

705,224

705,224

130,000,000

0.54

51.2

27.7

20.3

20.3

N/A

N/A

N/A

N/A

(1)

PAT (%)

(4)

(3 months) (15 months)Audited Audited


Cont’dFINANCIAL HIGHLIGHTS

AuditedRM

Current liabilities

Current assets

Current ratio (times)

Short term debt

Long term debt

Total debt

Total equity

Total debt/total equity (times)

Cash reserve

Net cash

Net Assets/Share

19,556,533

34,616,892

0.56

40,515

1,694,155

1,734,670

59,648,210

0.03

13,279,128

11,544,458

0.46

SUMMARISED GROUP’S FINANCIAL POSITIONAs at 31 December 2011

Note :

Based on audited three (3) month financial period ended 31 December 2007.

Based on proforma consolidated results for the financial years ended 31 December 2008, 31 December 2009 and 31 December 2010 respectively for illustrative purposes.

Based on audited Financial Statement of the group for the financial year ended 31 December 2010 and 31 December 2011 respectively.

The issued and paid-up share capital was increased from 130,000,000 to 228,000,000 during the financial year through public issue of 98,000,000 new ordinary shares.

1.

2.

3.

4.


Economic Review

The Malaysian economy experienced a strong rebound in 2010, achieving Gross Domestic Product growth of 7.2% compared with a contraction of 1.7% in 2009. The economic expansion was largely due to the increase in export-driven manufacturing activities and higher demand for services.

FYE 2011 Financial Performance

The Group’s financial performance continued to improve in 2011, mainly due to the strong performance of the multimedia advertising services, media communication particularly in our programme sponsorship segment. This was mainly due to the increase in existing customer’s demand and successfully securing a large number of new customers.

The Group achieved a tremendous result in the 2011 compared to the last financial year. The Group’s revenue and profit before tax for the FYE 2011 were recorded at RM36.55 million and RM15.01 million respectively, which had increased by 56.4% and 94.0% respectively compared to the proforma result for the FYE 31 December 2010.

The Group adopted a prudent financial management strategy where the Group’s debt to equity ratio is only 0.03 times as at 31 December 2011, with total debt of RM1.73 million against total equity of RM59.65 million. The cash balance of the Group was RM13.28 million. With a healthy balance sheet position, the Group is confident that it will enhance its market opportunity in the near future.

On behalf of the Board of Directors (“Board”), I am pleased to present the Annual Report and Audited Consolidated Financial Statement of Asia Media Group Berhad (“AMGB” or "Company") and its subsidiary companies ("Group") for the financial year ended 31 December 2011 ("FYE 2011").


CHAIRMAN’S STATEMENTCont’d

The Group’s financial liquidity remained healthy with operating cash inflow of RM44.47 million in FYE 2011. The net cash used in investing activities was RM54.52 million, mainly due to the purchases of the broadcasting and digital equipment for business expansion. The positive financing cashflow of RM21.67 million was mainly derived from issuance of new shares during the financial year. Overall, the Group achieved a net increase in cash balance of RM11.62 million in FYE 2011, as compared to the RM0.97 million in previous financial year.

Corporate Governance

In AMGB, we believe in adhering to the best practices of corporate governance to sustain business efficiency and sustainability in the long term. Therefore, the Group has consistently upheld the integrity of business practices as a pivotal part of ensuring consistent growth in our core business. The Group’s measures towards this objective are highlighted in the Corporate Governance Statement in this Annual Report.

Corporate Social Responsibility

The Group believes that effective corporate responsibility can deliver benefits to its businesses and, in turn, to its shareholders by enhancing reputation and business trust, staff motivation and retention, customer loyalty and long-term shareholder value.

The Group,its Directors and staff supported a number of community services in the FYE 2011 including:

Appreciation

We would like to express our warmest appreciation to all our shareholders, business partners, suppliers customer and regulatory authorities for their continuing support and confidence in our Group. I would also like to take this opportunity to acknowledge the contributions of my fellow Directors and employees for their unwavering dedication and professionalism throughout 2011, without which it would not be possible to continue to deliver growth in our shareholders’ value.

DATUK WIRA SYED ALI BIN TAN SRI ABBAS ALHABSHEECHAIRMAN

- Nursing and Care Home, Kampung Baru, Jalan Sungai Way, Petaling Jaya - Rumah Pengasih, Warga Prihatin, Cheras


CHIEFEXECUTIVEOFFICER’SSTATEMENTFinancial Performance of the Group :

The Group’s revenues have increased greatly since inception, posting year-on-year (“y-o-y”) growth rates of 86.6%, 101.3%, 77.8% and 56.4% in 2008, 2009, 2010 and 2011 respectively. This is testament to the increasing acceptance and the rising demand for advertising in the Digital-Out-of-Home (“DOOH”) sector. Rising revenues are also attributable to the success of marketing efforts to promote the Group’s network, which include greater engagement with media agents.

Concurrently, EBITDA margins have also improved, rising from 27.7% in 2007 to 47.1% in 2011 as a result of economies of scale attained due to higher demand for DOOH advertising. The notable growth and profitability improvements were achieved in spite of the recent global financial crisis.

The Group’s net profit has improved at a compound annual growth rate (“CAGR”) of 114.8% since 2007 (based on annualised 3 months of 2007 results), having recorded a stellar, 94.0% y-o-y jump in 2011 to RM15.01million (EPS: 6.61 sen), on the back of a 56.4% increase in revenue.

OPERATIONS REVIEW

In 2011, the Group actively expanded its business operations by securing new projects and adding new customers into its portfolio.

Trial of Live Digital Broadcasting on Buses

The Group has successfully completed live testing television broadcasting on selected buses that cover the Shah Alam and Kelana Jaya routes. Real-time broadcasting will reduce on-going maintenance cost in the long run, eliminating the need for regular manual update of content. The Group’s Digital Terrestrial Television Broadcasting (“DTTB”) will link up with the LCD-TV screens installed on public transport and will receive content over the airwave through real-time programming transmissions.

Boost from Broadcasting License

AMGB is one of the few companies in Malaysia that are permitted to offer broadcasting services and facilities. A full Content Application Service Provider (“CASP”) license allows the Group to operate 24-hour non-subscription broadcasting, subscription broadcasting and terrestrial radio broadcasting services nationwide.

The Group is the only DOOH Transit Media operator in Malaysia to have a fully-fledged Content Application Service Provider Individual License (“CASP-i”), Network Facilities Provider Individual License (“NFP-i”), Network Service Provider Individual License (“NSP-i”) and Application Service Provider (“ASP”) Class License.


CHIEF EXECUTIVE OFFICER’S REPORTCont’d

Boost from Broadcasting License cont’d

Apart from its improved margins, the Group’s license to provide Free-to-Air (“FTA”) broadcasting services offers an avenue for bigger media players eyeing a piece of the electronic media market.

CORPORATE ACHIEVEMENTS

Deployment of Digital Media Broadcasting under Economic Transformation Program (“ETP”)

AMGB has completed its trial run for its first DTTB service in Klang Valley, and is expected to be fully roll-out by third quarter of 2012. The project, part of the ETP, would cost about RM 500.0 million over the next ten years. The Group plans to expand its live broadcasting in Penang and Johor Bahru, followed by other states in Peninsular Malaysia within two to three years. Of the RM22.5 million raised in its initial listing exercise, RM16.0 million were utilised for building infrastructures of the DTTB which consist of transmission towers and various network facilities. We view this as a very positive step forward because this would inherently place AMGB as the front runner in securing any future projects within the Government sector.

In conjunction with the roll-out of DTTB by the third quarter of 2012, this will create new territories for media and advertisers, allowing instantaneous measuring of market response. The possibility of swift delivery of messages makes it ideal for time and location sensitive advertising, such as customer loyalty offers at shopping centres and event promotions. In order to leverage the strength of short messaging advertising, timely and reliable delivery of messages is paramount.

In addition, the roll-out of DTTB and mobile interactive will enhance existing programme sponsorships as it will enable provision of additional services such as ringtone downloads, mobile games and subscription to content aside from the generic contests and voting activities.

Media Partnership Collaborations

In 2011, the Group has entered into media partnership collaboration with animation and entertainment companies, e.g. Animasia Studio Sdn Bhd, Les’ Copaque Production Sdn Bhd, Halo Music (M) Sdn Bhd and Millenium Art Sdn Bhd to develop and provide multimedia and creative content for our transit networks.

INDUSTRY OUTLOOK AND PROSPECTS

Private consumption remains healthy amid robust labour market conditions. Private capital spending – driven by initiatives such as the ETP, expansion of capacity and investment in new growth areas – will help Malaysia to sustain its Gross Domestic Product (“GDP”) growth.

Many multinational corporations who contribute to global as well as Malaysian advertising expenditure (“ADEX”) have had strong results in 2011 with mounting cash reserves. Personal consumption products like mobile phones, health and beauty care, entertainment, food and beverages outlets, government, social and political organisations will be the key drivers of ADEX growth in 2012.

Looking further ahead, prospects for the DOOH transit media are promising. The independent market research firm, Frost & Sullivan, expects the DOOH transit media industry to grow at a CAGR of 39.01% p.a., eventually reaching RM159.9 million in 2015.

ACKNOWLEDGEMENTS

I would like to take this opportunity to thank everyone, especially the shareholders, investors, customers, business associates and the regulatory authorities for their continuous support. I would also like to extend my gratitude to the staff, management and the Board of Directors for their dedication and commitment to the Group.

Thank you.

DATO’ WONG SHEE KAI CHIEF EXECUTIVE OFFICER


SIGNIFICANT MILESTONES

2007

2008

Asia Media began operations in Pusat Bandar Puchong, Selangor.

Asia Media was awarded the concession to operate the Transit-TV Network System in 1,050 RapidKL stage buses, the largest integrated public transport company wholly owned by the Ministry of Finance Malaysia, via LCD digital screens to show infotainment programme, advertisement, community driven messages and public service bulletins to over 1.5 million bus users daily.

In October 2007, Asia Media was awarded the MSC status by the Multimedia Development Corporation Sdn Bhd with five (5) years tax-free incentives.

The installation of LCD TV screen in 1,050 Rapid KL buses was completed in early 2008. Transnet KL was officially launched. The transit channel has been on trial service since November 2007 in 600 Rapid KL buses. Rapid KL buses was installed with two 19-inch LCD TV screens to broadcast a variety of programmes including news, sports and documentaries in 30minutes slots that are interspersed with advertisements.


SIGNIFICANT MILESTONESCont’d

Asia Media was awarded the concessions to operate Transit-TV Network System in Causeway Link stage buses in Johor Bahru owned by Handal Indah Sdn Bhd (“Handal Indah”). A total of 500 LCD TV screens were installed in 250 buses. The installation was completed in September 2008.

In mid-2008, Asia Media successfully acquired Transit Vision Holdings Sdn Bhd which operates LCD TV screen in 200 luxury coaches own by Konsortium Transnasional Berhad. With this acquisition, the Group has expanded its coverage to Plusliner and Nice++ express buses. Transit Vision Holdings Sdn Bhd was subsequently renamed as Transnet Express Sdn Bhd and operates under the brand name of TransNet.

2008 cont’d

Awarded as “Best Start-up Company” by MSC Malaysia at the Asia Pacific ICT Awards.

Asia Media certified as the “Biggest Transit-TV Network (Bus)” by the Malaysian Book of Records with 3,175 LCD screen installed in 1,391 stage and express buses.

Asia Media is the winner of the SME Rising Star Award 2008 by SMI Association of Malaysia.



Asia Media was recognized and awarded as one of SME Magazine’s ‘SME 100’ award winners.

2009

Asia Media and The Star Publications announced a Joint Media Collaboration to cross-promote their respective media products on the other’s media platform. Asia Media dedicated 10% of its air time to promote The Star Group’s products. In return, The Star Group featured Asia Media’s products on its platforms which include newspaper, magazines and radio stations.

2010

Asia Media was awarded the winner of the BrandLaureate-SMEs Chapter Award.


SIGNIFICANT MILESTONESCont’d

2010 cont’d

Asia Media participated the Asia-Pacific Broadcasting Union Digital Broadcasting Symposium 2010 officiated by the Minister of Information Communication and Culture, Y.B Dato’ Seri Utama Dr. Rais Yatim to create awareness amongst the broadcasting industry players.

Asia Media was awarded with three (3) licenses (NFP-i, NSP-i and CASP-i) from Malaysian Communications and Multimedia Commission and Spectrums for the deployment of Digital Multimedia Broadcasting.

Asia Media was allocated 3 Blocks of “L” Band Spectrums, at 1452.960, 1454.672 & 1456.384 MHz respectively to be utilised for digital multimedia broadcasting.

The Group planned to utilise the allocated frequencies to deploy a Digital Terrestrial Television Broadcasting to provide innovative services and applications, such as mobile devices, traffic and safety information, interactive programmes and data information.

The group’s Chief Executive Officer (“C.E.O.”) Dato' Ricky Wong won the Most Promising Entrepreneur Award by Asia Pacific Entrepreneurship Awards (APEA). The award recognises individuals who have shown promising tenacity, perseverance and courage in business.


2011

The company was successfully listed on the ACE Market of Bursa Securities Malaysia Berhad on 11 January 2011. The IPO involved an issuance of 98 million new shares at RM0.23 each and was oversubscribed by 21.46 times.

The share debuted with RM0.17 premium to RM0.40 per share and closed at RM0.285 with 40.92 million shares transacted on the first day of trading.

In November 2011, Asia Media started live broadcasting trial on selected buses in Klang Valley.


2010 cont’d

The group’s C.E.O. Dato' Ricky Wong was awarded the JCI - Creative Young Entrepreneur Award 2010. Datuk Mohd Badlisham Ghazali, C.E.O. of Multimedia Development Corporation (MDeC) presented the award.


Cont’dSIGNIFICANT MILESTONES

2011 cont’d

The ETP is an initiative by the Malaysia Government to turn Malaysia into a high income economy by the year of 2020. It is managed by the Performance Management and Delivery Unit (PEMANDU), an agency under the Prime Minister Department. The programme provides strong focus on 12 National Key Economic Areas (NKEAs). These NKEAs are expected to make substantial contributions to Malaysia’s economic performance, and they will receive prioritised public investment and policy support. The ETP projects will be led by the private sector where the Government will primarily play the role of a facilitator.

Economic TransformationProgramme (ETP)

Communications Content and infrastructure (CCI)Among the 12 NKEAs, Asia Media will be involved in the CCI sector. The CCI sector spans a wide ecosystem, from content generation to networks, services and devices. In 2009, the sector contributed RM22 billion from telecommunications, TV and broadcasting as well as post and courier. The sector should now build on the infrastructure investments of the past and shift to providing applications and content in order to enable the knowledge-based society. The CCI NKEA aims at driving continued high growth in communications and enabling the paradigm shift from infrastructure to applications and content.

Asia Media in the ETPThe Group intends to invest RM500 million over the next five to ten years to develop developing the first Digital Live Transit-TV Broadcasting infrastructure in Malaysia. By adopting international broadcasting infrastructure, Asia Media is capable of delivering live video and voice into the transportation industry within the country.

Asia Media intends to leverage on the three licences (NFP-i, NSP-i, and CASP-i) awarded by the Malaysian Communications and Multimedia Commission (MCMC) in 2010 for the deployment and integration of Digital Multimedia Broadcasting and Digital Terrestrial Television Broadcasting into the TransNet network.

DTTB is a type of infrastructure that employs digital broadcasting to transmit TV signals from terrestrial transmission towers to a conventional aerial. With DTTB, the Group will be able to deliver real-time content and information to the targeted mobile audience via live broadcasts. Additionally, Asia Media intends to improve its capabilities to broadcast information and entertainment to a large range of devices (i.e. mobile phones, personal computers, personal digital assistant) apart from public transports.



Cont’d

NEWS & ARTICLES

Group Investors and Analysis Briefing

Asia-Pacific Broadcasting Union Digital Broadcasting Symposion

EVENT HIGHLIGHTS


EVENT HIGHLIGHTSMedia Sponsorship for Events


Corporate Social Responsibility - Visit to Oldfolks Home

Corporate Social Responsibility - Visit to Orphanage Home

EVENT HIGHLIGHTS



BOARD OF DIRECTORS’ PROFILE

DATUK WIRA SYED ALIBIN TAN SRI ABBAS ALHABSHEE(Non-Independent Non-Executive Chairman)

Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee, a Malaysian, age 50, is the Non-Independent Non-Executive Chairman of the Company and he was appointed to the Board on 5 May 2010. He is a member of Audit and Nomination Committees of the Company. He has great knowledge and executive experience in leading private, public and government controlled organisations from a broad range of industries. Datuk Wira ventured into business in the early 1980s and currently sits on the board of several private and public corporations involved in a diverse range of businesses such as C.I. Holdings Berhad, Tanjung Offshore Berhad, UZMA Berhad and Redtone International Berhad. He was appointed as a member of the Malaysian Senate (Dewan Negara) on 21 April 2003 until April 2009. Datuk Wira obtained his Professional Diploma in Leadership and Management from the New Zealand Institute of Management in 2003. He is currently involved in the business and strategies development of the Company.

Datuk Wira does not have any family relationship with any Directors and/or major shareholders of the Company or any conflict of interest in any business arrangement involving the Company. He has had no conviction for any offences within the past ten (10) years. His details of attendance at the Board of Directors’ Meeting are set out in the Statements on Corporate Governance.

DATO’ WONG SHEE KAI(Executive Director and Chief Executive Officer)

Dato’ Wong Shee Kai, a Malaysian, age 30, is the Executive Director and Chief Executive Officer of the Company and he was appointed to the Board on 6 October 2009. He is a member of the Remuneration Committee of the Company. He is also the founder of the Company. He has contributed significantly to the growth and development of the Company and has successfully led the Company to become an established and reputable player in the DOOH transit media industry in Malaysia. Dato’ Wong Shee Kai has achieved several recognitions and awards personally and has also led the Company to a string of accolades and rewards. The recognitions and awards received by Dato’ Wong Shee Kai include Junior Chamber International (“JCI”) Creative Young Entrepreneur Award from Junior Chamber International Group in 2008; Excelence Leadership under the 8th Asia Pacific International Entrepreneur Excellence Award in 2009; the 2009 Top 10 JCI Creative Young Entrepreneur Award (Malaysia) from JCI in 2009 and the Most Promising Entrepreneur Award by Asia Pacific Entrepreneurship Awards in 2010. He is mainly responsible for the Company overall strategy and development of the overall vision of the Company. He began his career with Ford Motor Company (UK) as an Account Analyst from 2002 to 2003. Subsequently, he joined Major Fibre Sdn Bhd in Malaysia as Finance Manager and his last position with the Company being the General Manager in overseeing manufacturing process, sales, marketing and materials sourcing, where he observed and discovered arbitrage media advertising opportunity in Malaysia and subsequently founded the Company. Dato’ Wong Shee Kai obtained his Bachelor Degree in Accounting and Finance with First Class Honours from Lancaster University, United Kingdom in 2003. He is currently responsible in leading the business direction and strategies development of the Company.

Dato’ Wong is a Director and shareholder of Wong SK Holdings Sdn Bhd, a major shareholder of the Company. He does not have any family relationship with any other Directors or any conflict of interest in any business arrangement involving the Company. He has had no conviction for any offences within the past ten (10) years. His details of attendance at the Board of Directors’ Meeting are set out in the Statements on Corporate Governance.


Cont’dBOARD OF DIRECTORS’ PROFILE

SABARUDDIN BIN AHMAD SABRI(Executive Director)(Resigned on 23 March 2012)

Sabaruddin Bin Ahmad Sabri, age 47, is the Executive Director of the Company and he was appointed to the Board on 5 May 2010. He is involved in the business development of the Company. He started his career at Malaysian National News Agency ‘Bernama’ covering issues on business and the economy for nine (9) years. He then served as Deputy Editor for one of Malaysia’s largest circulating newspaper, Utusan Malaysia. Subsequently, he joined Bridgecon Holdings Berhad as a Public Relation Manager and Business Development Manager. Sabaruddin subsequently became a host for Radio Television Malaysia covering business issues and current affairs as well as political issues. In 2003, he was appointed as a Senior Private Secretary to the Malaysian Information Minister where he served till 2008. He is a member of the Malaysia-Indonesia Journalist Solidity Alliance, an initiative to promote bilateral ties by local media practitioners. Sabaruddin has been at the forefront of the media industry for over two (2) decades and offers a wealth of experience and business acumen. Sabaruddin does not have any family relationship with any Directors and/or major shareholders of the Company or any conflict of interest in any business arrangement involving the Company. He has had no conviction for any offences within the past ten (10) years. His details of attendance at the Board of Directors’ Meeting are set out in the Statements on Corporate Governance.

DATO’ HUSSIAN @ RIZAL BIN A. RAHMAN(Independent Non-Executive Director)

Dato’ Hussian @ Rizal bin A. Rahman, a Malaysian, age 50, is the Independent Non-Executive Director of the Company and he was appointed to the Board on 5 May 2010. He is the Chairman of the Audit, Nomination and Remuneration Committees of the Company. He has extensive experience in the ICT industries in Malaysia. Currently, he is the Executive Director/Chief Executive Officer of MobilityOne Limited, a company listed on AIM of the London Stock Exchange, and is responsible for the development of MobilityOne Limited group of companies’ overall management, particularly in setting the business directions and strategies. Dato’ Hussian obtained the Postgraduate Diploma in Business Management from The Oxford Association of Management, Oxford, England (“OXIM”) and was also admitted to the membership of Certified Master of Business Administration from the OXIM, a membership that recognises management competency and professional development.

In addition, he was awarded the certificate of Master of the Oxford Centre for Leadership from The Oxford Centre for Leadership, United Kingdom.

Dato’ Hussian does not have any family relationship with any Directors and/or major shareholders of the Company or any conflict of interest in any business arrangement involving the Company. He has had no conviction for any offences within the past ten (10) years. His details of attendance at the Board of Directors’ Meeting are set out in the Statements on Corporate Governance.

YEONG SIEW LEE(Independent Non-Executive Director)

Yeong Siew Lee, a Malaysian, age 34, is the Independent Non-Executive Director of the Company and she was appointed to the Board on 5 May 2010. She is a member of the Audit, Nomination and Remuneration Committees of the Company. She obtained her Bachelor of Science (Honours) degree in Accounting and Finance from University of Wales College, Newport, United Kingdom in 2001 and obtained her professional degree in Association of Chartered Certified Accountants, United Kingdom in 2004. She is a chartered accountant and is currently a member of the Malaysian Institute of Accountants (MIA). She began her career with GHL Systems Berhad (“GHL”), a company listed on the Main Market of Bursa Securities, as an Assistant Accountant in 2003 and moved up the ranks and became Head/Assistant General Manager of Finance in 2008 to supervise the company’s local and overseas accounting teams. She left GHL in August 2009 to venture into business in the consumer industry and was working as a finance adviser for SMR HR Group Sdn Bhd. Ms. Yeong does not have any family relationship with any Directors and/or major shareholders of the Company or any conflict of interest in any business arrangement involving the Company. She has had no conviction for any offences within the past ten (10) years. Her details of attendance at the Board of Directors’ Meeting are set out in the Statements on Corporate Governance.


STATEMENT ON CORPORATE GOVERNANCE

THE IMPORTANCE OF CORPORATE GOVERNANCE

The Board of the Group is committed to the principles and the best practices of corporate governance as set out in the Malaysian Code on Corporate Governance (“the Code”), in order to meet the standard of corporate governance as a fundamental part of discharging its responsibilities to protect and enhance shareholders’ value and financial performance of the Group.

The Company continues to apply the key principles of the Code with an objective to maintain the promulgated standards of transparency, accountability and integrity.

The Board is pleased to outline the key principles and best practices of the Code adopted by the Board.

THE BOARD OF DIRECTORS

Role and Responsibilities

The Board manages the Group’s activities by appraising and deliberately the business directions strategies and future ventures, overseeing the Group’s business conduct and affairs, developing shareholders and investors relations, risk management, reviewing the system of internal control and managing succession planning.

An effective and experienced Board comprising members with a wide range of skills, knowledge and experience necessary to govern the Group. This includes international and regional operational experience, understanding of economics of the sector in which the Company operates and knowledge of world capital markets.

A brief profile of each of the Directors is presented on pages 22 and 23 of the Annual Report.

The key functions of the Chairman, apart from conducting meetings of the Board and shareholders, include facilitating the setting of business directions and strategies of the Company, ensuring all Directors are properly briefed during Board discussions and shareholders are adequately informed of subject matters where their approvals are required.

The Chief Executive Officer in particular is responsible for implementing the policies and decisions of the Board, overseeing the operations as well as coordinating the development and implementation of business and corporate strategies. The Executive Directors contribute significantly in corporate policies and strategies, performance monitoring, allocation of resources as well as improving corporate governance and internal controls, using their intimate knowledge and understanding of the business and industry.

The Board has delegated specific responsibilities to three (3) Board committees namely the Audit Committee, Nomination Committee and Remuneration Committee, which were established with specific terms of reference. These Committees have the authority to examine pertinent matters within their terms of reference and is responsible for reporting to the Board on issues together with their recommendations. The ultimate responsibility for final decision on all matters, however, lies with the entire Board.

Board Composition and Independence

The Board consists of five (5) members, comprising of:• One Non-Executive Chairman• Two Executive Director • Two Independent Non-Executive Directors

The presence of the two (2) Independent Non-Executive Directors provides an important balance in the Board to provide clear and effective leadership through their independent judgement and assessment of proposals presented by the Executive Director and the management team of the Group. This ensures the Group maintains the highest standards of conduct, integrity, accountability and check and balance.


STATEMENT ON CORPORATE GOVERNANCECont’d

THE BOARD OF DIRECTORS cont’d

Board Composition and Independence cont’d

The Board composition complies with Rule 15.02 of the Bursa Securities Listing Requirements for ACE Market which requires that at least two (2) directors or 1/3 of the board of directors, whichever is the higher, are Independent Directors. All the Independent Directors are independent of management and are free from any relationship that could materially interfere with their judgement and decision.

Board Meetings

The Board meets every quarter and additional meetings are held as and when necessary. For this financial year under review, the Board of Directors met five (5) times on the following dates:-

• 21 February 2011• 22 March 2011• 23 May 2011• 29 July 2011• 21 October 2011

The attendance of the Directors at Board meetings are shown in the table below:-

Directors Board Meeting Attended %

(i) Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee 5/5 100(ii) Dato’ Wong Shee Kai 5/5 100(iii) Sabaruddin Bin Ahmad Sabri 4/5 80(iv) Dato’ Hussian @ Rizal Bin A. Rahman 5/5 100(v) Yeong Siew Lee 5/5 100

The Board is scheduled to meet at least four (4) times a year, at quarterly intervals, with additional meetings convened as necessary. The Chairman, with the assistance of Management and the Company Secretary, is responsible for setting the agenda of Board meetings.

Appointments to the Board

The current composition of the Board brings the required mix of skills and core competencies required for the Board to discharge its duties effectively. The Board reviews the required mix of skills of the Board from time to time in order to identify candidate with the qualifications and experience who will further complement the current Board and assist in managing or steering the Company effectively. The Board continuously reviews its size and composition, with particular consideration on its impact on the effective functioning of the Board.

The Board appoints its members through a formal and transparent selection process. This process has been reviewed, approved and adopted by the Board. The decision on appointment is the responsibility of the full Board after considering the recommendation of the Nomination Committee.

Re-election of Directors

In accordance with the Company’s Articles of Association, at least one-third (1/3) of the Directors or if the number is not three (3) or a multiple of three (3) then the nearest one-third (1/3) shall retire from office at each Annual General Meeting. All Directors shall retire from office once at least every three (3) years but shall be eligible for re-election. Directors who are appointed by the Board during the financial year are subject to re-election by the shareholders at the next Annual General Meeting following their appointments. This provides an opportunity for shareholders to review and approve their tenure in office.




Re-election of Directors cont’d

To assist shareholders in their decision, sufficient information such as personal profile, attendance at meetings and their shareholdings in the Company for each Directors standing for election are furnished in the Annual Report.

Board Committees

The Board has established the following Committees, which operate within defined terms of reference to assist the Board in the execution of specific responsibilities:

Audit Committee

The Audit Committee reviews issues of accounting policy, financial reporting of the Company, monitors the work and effectiveness of the internal audit function and ensures an objective and professional relationship is maintained with the external auditors. The Committee has full access to auditors, both internal and external, who, in turn, have access at all times to the Chairman of the Committee. The composition and duties of the Audit Committee are set out in the Audit Committee Report on pages 30 to 33 of the Annual Report.

Nomination Committee

The Nomination Committee is responsible to propose for new nominee for the Board and to evaluate each individual Director on an on-going basis. The Nomination Committee also seeks to ensure an optimal mix of qualification, skill and experience among the Board members.

The Nomination Committee comprises the following members:-

Name Designation




Remuneration Committee

The Remuneration Committee is responsible to recommend to the Board the remuneration packages of Executive Directors and senior management of the Company. The remuneration packages of Non-Executive Directors are determined by the Board of Directors as a whole.

The Remuneration Committee comprises the following members:-

Name Designation


Dato’ Wong Shee Kai Member





Supply of Information

The Chairman ensures that all Directors have unrestricted access to timely and accurate information in the furtherance of their duties. Board papers are distributed in advance to enable Directors to have sufficient time to review the Board papers and to obtain further explanation or clarification to facilitate the decision-making process and the meaningful discharge of their duties. All proceedings of Board meetings are minuted and signed by the Chairman of the meeting.

Every Director has unhindered access to the advice and services of the Secretary who is responsible for ensuring Board meeting procedures are followed and that applicable rules and regulations are complied with, and if so required, may seek independent advice, at the Company’s expense, in furtherance of his duties.

Directors’ Training

The Directors possess the commitment to quality, and to create value by being relevant at all times, consistent with evolving changes and challenges in the business environment. The Directors, in this connection, have participated in and benefited from numerous conferences, seminars and training programmes on areas pertinent to the enhancement of their roles and responsibilities as Directors of a public listed company.

The Board encourages its Directors to attend talks, workshops, seminars and conferences to update and enhance their skills and to assist them in discharging their responsibilities towards corporate governance, operational and regulatory issues.

All Directors have attended and successfully completed the Mandatory Accreditation Program conducted by Bursatra Sdn Bhd.

DIRECTORS’ REMUNERATION

The remuneration of Directors is determined at levels which enable the Company to attract and retain Directors with the relevant experience and expertise to assist in managing the Group effectively.

The aggregate remuneration of the Directors of the Company and its subsidiaries for the FYE 31 December 2011 categorised into appropriate components as follows:

ExecutiveDirectors

RM

Non-ExecutiveDirectors

RM

Remuneration

Below RM50,000

Range of Remuneration

RM50,001 - RM150,000

RM150,001 - RM200,000

1

-

1

2

1

-

-Fees 236,000 126,000

236,000 126,000

The number of Directors in the Company whose remuneration falls in each successive bands of RM50,000 are as follows:

Number of Directors Executive Directors Non-Executive Directors


INVESTOR RELATIONS AND SHAREHOLDERS COMMUNICATION

Investor Relations

The Board acknowledges the need for shareholders to be informed on all key issues and major development affecting the Group. In addition to various announcements made during the year, the timely release of financial results on a quarterly basis provides shareholders with an overview of the Company performance and operations.

Shareholders, investors and analysis are kept abreast with major developments of the Company through the Company’s website at www.asiamedia.net.my, annual report and announcements made to Bursa Securities.

Annual General Meeting

The Annual General Meeting is the primary channel of communication with its shareholders. Shareholders may enquire about the resolutions being proposed at the meeting and the financial performance and business operations in general during the open and answer session.

ACCOUNTABILITY AND AUDIT

Financial Reporting

The Board aims to provide and present a balanced and meaningful assessment of the Group’s financial performance and prospects at the end of the financial year, primarily through the annual financial statements, quarterly announcement of results to shareholders as well as the Chairman’s statement in the Annual Report.

The Audit Committee assists the Board in overseeing the Group’s financial reporting processes and the accuracy, adequacy and completeness of its financial reporting.

Internal Control

The Directors acknowledge their responsibilities for the internal control system in the Group, covering not only financial controls but also controls relating to operational, compliance and risk management. The Group’s Internal Control Statement is set out on page 34 of the Annual Report.

Relationship with Auditors

The Company has through the Audit Committee established a formal and transparent arrangement with the auditors to meet their professional requirements and comply with the Amended Code on Corporate Governance.

The role of the Audit Committee in relation to the external auditors is set out in the Audit Committee Report on page 33 of the Annual Report.

Compliance Statement

The Group has the intention to comply with all best practices set out in the Code. At this point, the Board of Directors of the Company is of the view that disclosure of the remuneration bands of the Directors of the Company is sufficient to meet the objectives of the Code.

Directors’ Responsibility Statement

The Directors are required under Rule 15.26 of the ACE Market Listing Requirements of Bursa Securities to issue a statement explaining their responsibility for preparing the annual audited financial statements.




ACCOUNTABILITY AND AUDIT cont’d

Directors’ Responsibility Statement cont’d

The Directors are required by law to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Group and of the Company as at the financial year end and of the results and cash flows of the Group and of the Company for the financial year then ended.

The Directors consider that, in preparing the financial statements of the Company for the financial year ended 31 December 2011 on pages 41 to 79 of the printed version of this Annual Report, the Company has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates. The Directors also consider that all applicable approved accounting standards in Malaysia have been followed and confirm that the financial statements have been prepared on a going concern basis.

The Directors are responsible for ensuring that the Company keeps proper accounting records, which disclose the financial position of the Company and comply with the provisions of the Companies Act, 1965.

The Directors are also responsible for taking such steps that are necessary to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.


AUDIT COMMITTEE REPORT

The Board of the Group is pleased to present the report of the Audit Committee for the financial year ended 31 December 2011.

MEMBERSHIP

The Audit Committee comprises three (3) members, a majority of whom are Independent Directors and all is Non-Executive Directors.

TERMS OF REFERENCE

The terms of reference of Audit Committee are as follows:

Composition of Audit Committee

The Audit Committee comprising at least three (3) members, all of whom must be Non-Executive Directors, with a majority of them being Independent Directors. No alternate director shall be appointed as a member of the Audit Committee.

At least one member of the Audit Committee:-

i. must be a member of the Malaysian Institute of Accountants, or

ii. if he is not a member of Malaysian Institute of Accountants, he/she must have at least Three (3) years’ working experience, and

(a) he must have passed the examination specified in Part I of the 1st Schedule of the Accountants Act, 1967, or

(b) he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act, 1967.

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

In the event of any vacancy in the Audit Committee resulting of non-compliance of the above, the Company must fill the vacancy within three (3) months.

Term of office

The term of office and performance of the Audit Committee and each of its members shall be reviewed by the Board of Directors at least once every three (3) years to determine whether the Audit Committee and its members have carried out their duties in accordance with their terms of reference.

Chairman of the Audit Committee

The Chairman of the Audit Committee shall be an Independent Non-Executive Director elected among the members.

Name Designation

(i) Dato’ Hussian @ Rizal Bin A. Rahman Independent Non-Executive Director (Chairman)

(ii) Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee Non-Independent Non-Executive Chairman (Member)

(iii) Yeong Siew Lee Independent Non-Executive Director (Member)


AUDIT COMMITTEE REPORTCont’d

TERMS OF REFERENCE cont’d

Secretary of the Audit Committee

The Secretary of the Company shall be the Secretary of the Audit Committee.

Meetings

i. Frequency of Meeting

The Audit Committee shall meet not less than four (4) times a year or as many times as the Audit Committee deems necessary with due notice of issues to be discussed.

ii. Quorum

In order to form a quorum in respect of a meeting of Audit Committee, the majority of members present must be Independent Directors.

iii. Proceedings of Meeting

In the absence of the Chairman of the Audit Committee, the members present may appoint one amongst themselves who shall be an independent director to be Chairman of such meeting.

Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman of the Audit Committee shall have a second or a casting vote.

iv. Attendance at Meeting

The representatives of senior management of the Company and the Group, external auditors, financial controller and internal auditors (if any) shall attend the Audit Committee Meetings by invitation. Other members of the Board may attend any particular meeting upon the invitation of the Audit Committee. In addition, the members shall meet the external auditors twice a year without presence of the Executive Directors.

v. Keeping of Minutes

The Company shall cause minutes of all proceedings of Audit Committee Meeting to be entered in books kept for that purpose.

The minutes are to be signed by the Chairman of the Audit Committee Meeting at which the proceedings were held or by the Chairman of the next succeeding meeting shall be evidence of the proceedings to which it relates. The minutes shall be kept by the Company Secretary, and distributed to members of the Committee and to the Directors for notation at the next Board of Directors’ Meeting.

Authority

The Committee is authorised by the Board:-

i.

ii.

iii.

iv.

To have explicit authority to investigate any matter within its terms of reference,

To have the resources which are required to perform its duties,

To have full access to any information and employees of the Company and the Group which are required to perform its duties,

To have direct communication channels with internal and external auditors,



TERMS OF REFERENCE cont’d

v. Keeping of Minutes cont’d

v.

vi.

vii.

i.

ii.

iii.

iv.

v.

vi

vii.

viii.

ix.

(a)

(b)

(c)

(d)

(e)

To obtain outside legal or independent professional advice in the performance of its duties at the cost of the Company,

To invite outsiders with relevant experience to attend its meetings, if necessary, and

To be able to convene meetings with internal and external auditors or both, excluding the attendance of other Directors and employees of the Company, whichever deemed necessary.

Duties and Responsibility

The duties and responsibilities of the Audit Committee shall include the following:-

To consider the appointment, resignation and dismissal of external auditors, the audit fee,

To review and discuss the nature, scope and quality of external audit plan/arrangements with the internal and external auditors before audit commences,

To review quarterly and annual financial statements of the Company and the Group set our below before submission to the Board:-

(a) the going concern assumption,

(b) compliance with accounting standards and regulatory requirements,

(c) any changes in accounting policies and practices, and

(d) significant issues arising from the audit and major judgmental issues.

To discuss problems and reservations arising from the interim and final audits, and any matter the auditors may wishto discuss in the absence of management where necessary, To review the external auditors’ management letter and management’s response, To do the following, in relation to the internal audit function:-

To consider any related-party transactions that may arise within the Company or the Group,

To consider the major findings of internal investigations and management’s response, and

To consider other topics as defined by the Board of Directors.

Review the adequacy of the scope, functions and resources of the internal audit function, and that it has the necessary authority to carry out its work,

Review the internal audit programme and results of the internal audit process and, where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function,

Review any appraisal or assessment of the performance of members of the internal audit function,

Approve any appointment or termination of senior staff members of the internal audit function, and

Take cognizance of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning.



SUMMARY OF ACTIVITIES OF THE COMMITTEE

The Audit Committee met five (5) times during the financial year under review on the following dates:-

• 21 February 2011• 22 March 2011• 23 May 2011• 29 July 2011• 21 October 2011

The attendance records of the Audit Committee Members are shown in the table below:-

Audit CommitteeMembers Meeting Attended %

(i) Dato’ Hussian @ Rizal Bin A. Rahman 5/5 100(ii) Yeong Siew Lee 5/5 100(iii) Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee * 2/2 100 * Appointed on 23 May 2011.

The activities of the Audit Committee include the following:-

Financial Reporting

External Audit

Reviewed with the external auditors:

• Their audit plan, audit strategy and scope of work for the year,• The results of the annual audit, their audit report and management letter together with management’s response to the findings of the external auditors.

Related Party Transactions

Reviewed and considered any related party transactions that may or have arisen within the Company or the Group.

In the review of the annual audited financial statements, the Committee discussed with management and the external auditors the accounting principles and standards that were applied and their judgement of the items that may affect the financial statements.

(a)

(b)

(a)

(b)

(c)

Reviewed the quarterly and half-yearly unaudited financial results of the Group before recommending them for approval by the Board,

Reviewed the annual audited financial statements of the Group with the external auditors prior to submission to the Board for their approval. The review was to ensure that the financial reporting and disclosures are in compliance with:• Companies Act, 1965,• ACE Market Listing Requirements of Bursa Securities,• Applicable approved accounting standards in Malaysia, and• Other legal and regulatory requirements.

Reviewed the annual audit plan to ensure adequate scope and comprehensive coverage over the activities of the group,Reviewed internal audit reports which were tabled during the year, the audit recommendations made and management’s response to these recommendations, andMonitored the corrective actions on the outstanding audit issues to ensure that all the key risks and control lapses have been addressed.

Internal Audit


STATEMENT ON INTERNAL CONTROL

INTRODUCTION

The Board is pleased to provide a statement on the state of the internal control of the Group prepared in accordance with Paragraph 15.26(b) of the ACE Market Listing Requirements of Bursa Securities and the Statement on Internal Control: Guidance for Directors of Public Listed Companies in this annual report for the financial year ended 31 December 2011.

BOARD RESPONSIBILITY

The Board acknowledges its overall responsibility for the group’s system of internal controls and for reviewing the adequacy and integrity of systems of internal controls. The Board is also committed to establishing and maintaining a system of internal control and risk management practices in order to achieve the following objectives:

Given the inherent limitations in any system of internal control, such system can only manage the risk rather than eliminate the risk of failure to achieve the Group’s corporate objectives. Therefore, the system can only provide reasonable but not absolute assurance against material misstatement or loss, contingencies, fraud or any irregularities.

RISK MANAGEMENT FRAMEWORK

The Board also recognises that risk management should be an integral part of the business operation.

On a day-to-day basis, respective Heads of Departments are responsible for managing risks related to their functions or departments. Weekly management meetings are held to ensure that the risks faced by the Group are monitored and properly addressed. It is at these meetings that key risks and corresponding controls implemented are communicated amongst the senior management team. Significant risks identified are subsequently brought to the attention of the Board at their scheduled meetings. The abovementioned risk management practices of the Group is an on-going process of identifying, evaluating and managing significant risks that may affect the Group’s achievement of its corporate objectives.

INTERNAL AUDIT FUNCTION

The Group’s internal audit function is outsourced to an independent professional firm which reports directly to the Audit Committee. The internal audit function is guided by its Audit Charter and to assist the Board and the Audit Committee in providing independent assessment of the effectiveness, adequacy and integrity of the Group’s system of internal controls.

OTHER KEY ELEMENTS OF INTERNAL CONTROLS

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

(i) Quarterly review of the financial performance of the Group by the Board and the Committee.(ii) Clearly defined and structured lines of reporting and responsibility.(iii) Operations review meetings are held to monitor the progress of business operations, deliberate significant issues and formulate corrective measures.(iv) Documented internal policies as set out in a series of memorandums to various departments within the Group.

ASSURANCE

The Board is of the view that the group’s system of internal controls is adequate to safeguard shareholders’ investments and the group’s assets. However, the Board is also cognizant of the fact that the Group’s system of internal control and risk management practices must continuously evolve to meet the changing and challenging business environment. Therefore, the Board will, when necessary, put in place appropriate action plans to further enhance the system of internal controls.


ADDITIONAL COMPLIANCE INFORMATION

SHARE BUY-BACK

The Company does not have a scheme to buy-back its own shares.

OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES

The Company does not have any options, warrants or convertible securities in issue or exercised during the financial year ended 31 December 2011.

DEPOSITORY RECEIPT PROGRAMME

The Company did not sponsor any depository receipt programme for the financial year ended 31 December 2011.

IMPOSITION OF SANCTIONS AND/OR PENALTIES

The Company is not aware of any sanctions and/or penalties imposed on the Company and/or its subsidiary companies, Directors or Management by the relevant regulatory bodies.

NON-AUDIT FEES

The Company did not pay any non-audit fees during the financial year ended 31 December 2011.

PROFIT GUARANTEE

During the financial year ended 31 December 2011, there were no profit guarantees given by the Company.

EMPLOYEES’ SHARE OPTION SCHEME

The Company does not have an Employees’ Share Option Scheme.

MATERIAL CONTRACTS

There were no material contracts subsisting at the end of financial year ended 31 December 2011 entered into by the Company and its subsidiaries involving the interests of the Directors and major shareholders.

RECURRENT RELATED PARTY TRANSACTION

There were no recurrent related party transactions for the Group for the financial year under review.

1.

2.

3.

4.

5.

6.

7.

8.

9.


DIRECTORS’ REPORT

PRINCIPAL ACTIVITIES

FINANCIAL RESULTS

The results of the operations of the Group and of the Company for the financial year are as follows:

GROUP COMPANYRM RM

Profit/(Loss) before tax 15,013,445 (414,629)Income tax expense (4,450) -Net profit/(loss) for the financial year 15,008,995 (414,629)

Attributable to:Equity holders of the Company 15,011,647 (414,629)Non-controlling interests (2,652) -

15,008,995 (414,629)

DIVIDENDS

RESERVES AND PROVISIONS

ISSUE OF SHARES AND DEBENTURES

(i)(ii)

90,000,000 new ordinary shares of RM0.10 each by way of Private Placement to selected investors, and8,000,000 ordinary shares of RM0.10 each for application by the public.

The directors hereby submit their report together with the audited financial statements of the Group and of the Company for the financial year ended 31st December 2011.

The Company is principally an investment holding company. The principal activities of the subsidiaries are as disclosed in Note 9 to the Financial Statements. There have been no significant changes in the nature of these principal activities during the financial year.

No dividend has been paid or declared by the Company since the end of the previous financial period. The Directors also do not recommend the payment of any dividend in respect of the current financial year.

There were no material transfers to or from reserves or provisions during the financial year other than those as disclosed in the Financial Statements.

The resultant share premium arising from the shares issued during the financial year of RM12,740,000 has been credited to the share premium account. All new ordinary shares issued rank pari-passu with the existing ordinary shares of the Company.

The entire issued paid-up share capital of the Company comprising 228,000,000 ordinary shares of RM0.10 each were admitted to the Official List of the Bursa Malaysia Securities Berhad and quoted on the ACE Market of Bursa Malaysia Securities Berhad on 11th January 2011.

Pursuant to the approval given by the shareholders of the Company at the Extraordinary General Meeting held on 4th January 2011, the issued and paid-up share capital of the Company was increased from RM13,000,000 to RM22,800,000 during the financial year through public issue for cash of 98,000,000 new ordinary shares of RM0.10 each in the Company at an issue price of RM0.23 per new ordinary share in the following manner:

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


DIRECTORS’ REPORTCont’d

SHARE OPTIONS

DIRECTORS

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

Dato' Wong Shee KaiDatuk Wira Syed Ali Bin Tan Sri Abbas AlhabsheeDato' Hussian @ Rizal Bin A RahmanSabaruddin Bin Ahmad Sabri Yeong Siew LeeYong Kheng Wah (appointed on 21.3.2011, resigned on 23.5.2011)Teh Sew Wan (resigned on 23.5.2011)

DIRECTORS’ BENEFITS

DIRECTORS' INTERESTS

Balance Balanceas at as at

1.1.2011 Bought Sold 31.12.2011

Shares in the Company

Registered in name of directors

Datuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee - 100,000 - 100,000Dato Hussain @ Rizal Bin A Rahman - 200,000 (200,000) -Sabaruddin Bin Ahmad Sabri - 50,000 - 50,000

No. of ordinary shares of RM0.10 each

No options have been granted by the Company to any parties during the financial year to take up unissued shares of the Company.

No shares have been issued during the financial year by virtue of the exercise of any option to take up unissued shares of the Company. As at the end of the financial year, there were no unissued shares of the Company under options.

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

Neither during nor at the end of the financial year, was the Company 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.

The shareholdings in the Company of those who were directors at the end of the financial year, as recorded in the Register of Directors' Shareholdings kept by the Company under Section 134 of the Companies Act, 1965, are as follows:


DIRECTORS’S REPORTCont’d

Balance Balanceas at as at

1.1.2011 Bought Sold 31.12.2011

Shares in the Company

Deemed interest

Dato' Wong Shee Kai 104,000,000 - (i)

(i)

STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS

a)

(i)

(ii)

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

(i)

(ii)

(iii)

No. of ordinary shares of RM0.10 each

104,000,000-

DIRECTORS' INTERESTS cont’d

Deemed interest by virture of his interest in Wong SK Holdings Sdn. Bhd., the substantial shareholder of the Company pursuant to Section 6A of the Companies Act, 1965.

None of the other directors in office at the end of the financial year held shares or had beneficial interest in the shares of the Company during and at the end of the financial year.

Before the statements of comprehensive income and statements of financial position of the Group and of the Company were made out, the directors took reasonable steps:

to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that no known bad debts need to be written off and that adequate allowance had been made for doubtful debts, and

to ensure that any current assets which were unlikely to realise in the ordinary course of business their values as shown in the financial statements of the Group and of the Company had been written down to an amount which they might be expected to realise.

which would require the writing off of bad debts or which would render the amount of allowance for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent, or

which would render the values attributable to current assets in the financial statements of the Group and of the Company misleading, or

any charge on the assets of the Group and of the Company which has arisen since the end of the financial year which secures the liability of any other person, or

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 has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due.

which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

c)

d)

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

(i)

(ii)


DIRECTORS’ REPORTCont’d

OTHER STATUTORY INFORMATION

a)

b) In the opinion of the directors,

(i)

(ii)

SIGNIFICANT EVENTS

The significant events are disclosed in Note 32 to the Financial Statements.

AUDITORS

The auditors, Messrs. STYL Associates, have indicated their willingness to continue in office.

DATO' WONG SHEE KAIDirector

Petaling Jaya

Date:

Signed on behalf of the Board in accordance with a resolution of the Directors,

DATUK WIRA SYED ALI BIN TAN SRI ABBAS ALHABSHEE

Director

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.

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

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 to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report is made.


STATEMENT BY DIRECTORS

DATO' WONG SHEE KAIDirector

Date:

ANG LAY CHIENGSubscribed and solemnly declared by theabovenamed ANG LAY CHIENGat Petaling Jaya, on

Before me:

Signed on behalf of the Board in accordance with a resolution of the Directors,

Petaling Jaya

DATUK WIRA SYED ALI BIN

DirectorTAN SRI ABBAS ALHABSHEE

STATUTORY DECLARATION

I, ANG LAY CHIENG, being the Officer primarily responsible for the financial management of ASIA MEDIA GROUP BERHAD, do solemnly and sincerely declare that the accompanying statements of financial position and statements of comprehensive income, statements of changes in equity and statements of cash flows, together with the notes thereto, 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.

We, DATO' WONG SHEE KAI and DATUK WIRA SYED ALI BIN TAN SRI ABBAS ALHABSHEE, being two of the directors of ASIA MEDIA GROUP BERHAD, do hereby state that, in the opinion of the directors, the accompanying statements of financial position and statements of comprehensive income, statements of changes in equity and statements of cash flows, together with the notes thereto, are drawn up in accordance with the provisions of the Companies Act, 1965 and Financial Reporting Standards so as to give a true and fair view of the financial position of the Group and of the Company as at 31st December 2011 and of their results and cash flows of the Group and of the Company for the year then ended.

The supplementary information set out in Note 29 on page 38, 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.


INDEPENDENT AUDITORS’ REPORT

REPORT ON THE FINANCIAL STATEMENTS

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

Directors' Responsibility for the Financial Statements

Auditors' Responsibility

Opinion

to the Members of Asia Media Group Berhad(Incorporated in Malaysia)

We have audited the financial statements of Asia Media Group Berhad, which comprise the statements of financial position as at 31st December 2011 of the Group and of the Company, and the statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 43 to 79.

The directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia, and 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.

In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and 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 at 31st December 2011 and of their financial performance and cash flows for the year then ended.

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:

(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries have been properly kept in accordance with the provisions of the Act.

(b) We have considered the financial statements and the auditors' reports of all the subsidiaries of which we have not acted as auditors, as mentioned in Note 9 to the Financial Statements, being financial statements that have been included in the consolidated financial statements.

(c) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company's financial statements are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations required by us for those purposes.

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 Company'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 Company'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 we have obtained is sufficient and appropriate to provide a basis for our audit opinion.


INDEPENDENT AUDITORS’ REPORT

OTHER MATTERS

STYL ASSOCIATESFirm No. AF 1929Chartered Accountants

TAN CHIN HUATApproval No: 2037/06/12(J)Chartered Accountant

Date:Kuala Lumpur

to the Members of Asia Media Group Berhad(Incorporated in Malaysia)

(d) The auditor's reports on the financial statements of the subsidiaries were not subject to any qualification and did not include any comment made under Subsection (3) of Section 174 of the Act.

The supplementary information set out in Note 29 to the Financial Statements is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants ("MIA Guidance") and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

Cont’d

cont’d


STATEMENT OF FINANCIAL POSITIONas at 31st December 2011

(with comparative figures as at 31 December 2010)

2011 2010 2011 2010Note RM RM RM RM

ASSETSNon-Current AssetsProperty, plant and equipment 6 69,967,842 17,732,658 - -Development costs 7 69,919 93,099 - -Other intangible assets 8 2,145,725 2,211,950 - -Investment in subsidiaries 9 - - 12,999,998 12,999,998Goodwill on consolidation 10 2,570,627 2,570,627 - -Total Non-Current Assets 74,754,113 22,608,334 12,999,998 12,999,998

Current AssetsTrade receivables 11 6,014,454 2,980,962 - -Other receivables and prepaid expenses 11 262,951 29,576 1,308 -Deferred expenditure 12 - 844,150 - 844,150Amount owing by subsidiary 9 - - 20,623,761 -Deposits with licensed bank 13 693,028 707,588 - -Cash and bank balances 12,586,100 967,915 6,181 5,002Total Current Assets 19,556,533 5,530,191 20,631,250 849,152

Total Assets 94,310,646 28,138,525 33,631,248 13,849,150

EQUITY AND LIABILITIESCapital and ReservesShare capital 14 22,800,000 13,000,000 22,800,000 13,000,000Reserves 15 36,700,862 10,278,438 10,818,504 (177,644)Equity Attributable to Owners of the Company 59,500,862 23,278,438 33,618,504 12,822,356Non-controlling interests 147,348 - - -Total Equity 59,648,210 23,278,438 33,618,504 12,822,356

Non-Current LiabilitiesHire purchase creditor 16 40,515 - - -Term loan 17 - 414,755 - -Deferred tax liability 18 5,029 2,174 - -Total Non-Current Liabilities 45,544 416,929 - -

Current Liabilities

Trade payables 19 2,017,750 1,995,170 - -Other payables and accrued expenses 19 30,900,694 784,701 12,744 396,634Amount owing to director 20 - 840,534 - -Amount owing to subsidiary 9 - - - 630,160Borrowings 21 1,694,155 820,055 - -Tax liabilities 4,293 2,698 - -Total Current Liabilities 34,616,892 4,443,158 12,744 1,026,794Total Liabilities 34,662,436 4,860,087 12,744 1,026,794

Total Equity and Liabilities 94,310,646 28,138,525 33,631,248 13,849,150

The accompanying Notes form an integral part of the Financial Statements.

COMPANYGROUP


STATEMENTS OF COMPREHENSIVE INCOME

2010 2011 2010(15 Months) (12 Months) (15 Months)

Note RM RM RM

Revenue 16,554,093 - -

Other operating income 4,916,601 1,201 -Purchases and other direct costs (8,644,850) - -Staff cost (701,211) - -Amortisation of development costs (24,176) - -Amortisation of intangible assets - - -Depreciation of property, plant and equipment (960,720) - -Directors' remuneration 22 (311,200) (162,000) (108,000)Other operating expenses (490,538) (253,830) (66,344)

Profit/(Loss) from operations 10,337,999 (414,629) (174,344)

Profit/(Loss) from operations is stated after charging/(crediting):

Audit fee - statutory - current year 21,800 10,000 10,000

- overprovision in prior year (6,100) - - - special - current year 20,800 - 3,800

- overprovision in prior year - - -Amortisation of development costs 24,176 - -Amortisation of intangible assets - - -Depreciation of property, plant and equipment 960,720 - -Directors' remuneration 311,200 162,000 108,000Rental of premises 31,385 - -Reversal of impairment loss on trade receivables - - -Interest income from short term deposits ( (25,310) (1,201) -Negative goodwill on consolidation (4,867,095) - -

Finance costs 23 (51,389) - -

Profit/(Loss) before tax 10,286,610 (414,629) (174,344)

Income tax expense 24 (4,872) - -

Total comprehensive income/(loss) for the financial year/period 10,281,738 (414,629) (174,344)

Attributable to:Equity holders of the Company 10,281,738 (414,629) (174,344)Non-controlling interests - - -Total comprehensive income/(loss) for the financial year/period

2011(12 Months)

RM

36,548,114

433,455(13,834,194)(2,239,527)

(26,680)(237,025)

(2,319,794)(366,800)

(2,894,947)

15,062,602

26,100(1,800)

-(2,200)26,680

237,0252,319,794

366,800135,470(5,530)

421,953)-

(49,157)

15,013,445

(4,450)

15,008,995

15,011,647(2,652)

15,008,995 10,281,738 (414,629) (174,344)

Earnings per share attributable to equity holders of the Company:

Basic (sen) 25 6.61 14.87

Diluted (sen) 25 N/A N/A


COMPANYGROUP

for the Year ended 31st December 2011 (with comparative figures for the period 1st October 2009 to 31st December 2010)

STA

TEM

ENTS

OF

CH

AN

GES

IN E

QU

ITY

for t

he Y

ear e

nded

31s

t Dec

embe

r 201

1 (w

ith c

ompa

rativ

e fig

ures

for t

he p

erio

d 1s

t Oct

ober

200

9 to

31s

t Dec

embe

r 201

0)


The

acco

mpa

nyin

g N

otes

form

an

inte

gral

par

t of t

he F

inan

cial

Sta

tem

ents

.

Dis

trib

utab

lere

serv

e -

Ret

aine

d N

on d

istr

ibut

able

earn

ings

/Is

sued

rese

rve

-(A

ccum

ulat

edN

on-c

ontr

ollin

gTo

tal

capi

tal

Shar

e pr

emiu

mlo

ss)

Tota

lin

tere

sts

equi

tyR

MR

MR

MR

MR

MR

MG

RO

UP

Bala

nce

as a

t 1st

Oct

ober

200

92

-(3

,300

)(3

,298

)-

(3,2

98)

Tota

l com

preh

ensi

ve in

com

e fo

r the

fina

ncia

l per

iod

--

10,2

81,7

3810

,281

,738

-10

,281

,738

Issu

ance

of s

hare

s du

ring

the

finan

cial

per

iod

12,9

99,9

98-

-12

,999

,998

-12

,999

,998

Bala

nce

as a

t 31s

t Dec

embe

r 201

013

,000

,000

-10

,278

,438

23,2

78,4

38-

23,2

78,4

38

Tota

l com

preh

ensi

ve in

com

e fo

r the

fina

ncia

l yea

r-

-15

,011

,647

15,0

11,6

47(2

,652

)15

,008

,995

Tran

sact

ion

with

ow

ners

:Is

sue

of s

hare

s by

sub

sidi

ary

to n

on-c

ontro

lling

inte

rest

s-

--

-15

0,00

015

0,00

0

Issu

ance

of s

hare

s du

ring

the

finan

cial

yea

r 9,

800,

000

12,7

40,0

00-

22,5

40,0

00-

22,5

40,0

00

Shar

e is

sue

expe

nse

-(1

,329

,223

)-

(1,3

29,2

23)

-(1

,329

,223

)

Bala

nce

as a

t 31s

t Dec

embe

r 201

122

,800

,000

11,4

10,7

7725

,290

,085

59,5

00,8

6214

7,34

859

,648

,210

Attr

ibut

able

to E

quity

Hol

ders

of t

he C

ompa

ny


The

acco

mpa

nyin

g N

otes

form

an

inte

gral

par

t of t

he F

inan

cial

Sta

tem

ents

.

Non

dis

trib

utab

leIs

sued

rese

rve

-A

ccum

ulat

edTo

tal

capi

tal

Shar

e pr

emiu

mlo

sseq

uity

RM

RM

RM

RM

CO

MPA

NY

As a

t 1st

Oct

ober

200

92

-(3

,300

)(3

,298

)

Tota

l com

preh

ensi

ve lo

ss fo

r the

fina

ncia

l per

iod

--

(174

,344

)(1

74,3

44)

Issu

ance

of s

hare

s du

ring

the

finan

cial

per

iod

12,9

99,9

98-

-12

,999

,998

Bala

nce

as a

t 31s

t Dec

embe

r 201

013

,000

,000

-(1

77,6

44)

12,8

22,3

56

Tota

l com

preh

ensi

ve lo

ss fo

r the

fina

ncia

l yea

r -

-(4

14,6

29)

(414

,629

)

Issu

ance

of s

hare

s du

ring

the

finan

cial

yea

r9,

800,

000

12,7

40,0

00-

22,5

40,0

00

Shar

e is

sue

expe

nse

-(1

,329

,223

)-

(1,3

29,2

23)

Bala

nce

as a

t 31s

t Dec

embe

r 201

122

,800

,000

11,4

10,7

77(5

92,2

73)

33,6

18,5

04

Attr

ibut

able

to E

quity

Hol

ders

of t

he C

ompa

ny

STA

TEM

ENTS

OF

CH

AN

GES

IN E

QU

ITY

for t

he Y

ear e

nded

31s

t Dec

embe

r 201

1 (w

ith c

ompa

rativ

e fig

ures

for t

he p

erio

d 1s

t Oct

ober

200

9 to

31s

t Dec

embe

r 201

0)


(FORWARD)

STATEMENTS OF CASH FLOWS

2011 2010 2011 2010(12 Months) (15 Months) (12 Months) (15 Months)

RM RM RM RM

CASH FLOWS FROM OPERATING ACTIVITIESProfit/(Loss) before tax 15,013,445 10,286,610 (414,629) (174,344)Adjustments for:

Amortisation of development costs 26,680 24,176 - -Amortisation of intangible assets 237,025 - - -Depreciation of property, plant and equipment 2,319,794 960,720 - -Finance costs 49,157 51,389 - -Interest income (421,953) (25,310) (1,201) -Negative goodwill recognised - (4,867,095) - -

Operating profit/(loss) before working capital changes 17,224,148 6,430,490 (415,830) (174,344)

Changes in working capital:Increase in trade receivables (3,033,492) (2,446,399) - -(Increase)/Decrease in other receivables and prepaid expenses (233,375) 15,245 (1,308) -(Increase)/Decrease in deferred expenditure 844,150 (844,150) 844,150 (844,150)Increase in amount owing by subsidiary - - (20,623,761) -Increase in trade payables 22,580 1,495,170 - -Increase/(Decrease) in other payables and accrued expenses 30,115,993 763,480 (383,890) 393,334Increase/(Decrease) in amount owing to director (840,534) 766,022 - -Increase/(Decrease) in amount owing to subsidiary - - (630,160) 630,160

Cash Generated From/(Used In) Operations 44,099,470 6,179,858 (21,210,799) 5,000Finance costs paid (49,157) (51,389) - -Interest received 421,953 25,310 1,201 -

Net Cash From/(Used In) Operating Activities 44,472,266 6,153,779 (21,209,598) 5,000

CASH FLOWS FROM INVESTING ACTIVITIESPurchase of property, plant and equipment (54,495,578) (5,883,430) - -Additions in intangible assets (170,800) (25,000) - -Additions in development costs (3,500) (102,850) - -Acquisition of investment in subsidiaries, net of cash acquired (Note 9) 150,000 1,424,685 - -

Net Cash Used In Investing Activities (54,519,878) (4,586,595) - -

COMPANYGROUP

For the Year Ended 31st December 2011(with comparative figures for the period 1st October 2009 to 31st December 2010)



STATEMENTS OF CASH FLOWS

2011 2010 2011 2010(12 Months) (15 Months) (12 Months) (15 Months)

RM RM RM RM

CASH FLOWS FROM FINANCING ACTIVITIESIncrease in short term bank borrowing 1,683,111Repayment of term loan (1,234,806) (524,059) - -Repayment of hire purchase obligation (7,845) - - -(Increase)/Decrease in deposits with licensed bank 14,560 (75,212) - -Proceeds from issuance of shares 22,540,000 - 22,540,000 -Payment of share issue expenses (1,329,223) - (1,329,223) -

Net Cash From/(Used In) Financing Activities 21,665,797 (599,271) 21,210,777 -

NET INCREASE IN CASH AND CASH EQUIVALENTS 11,618,185 967,913 1,179 5,000

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR/PERIOD 967,915 2 5,002 2

CASH AND CASH EQUIVALENTS AT END OF YEAR/PERIOD (Note 26) 12,586,100 967,915 6,181 5,002

GROUP COMPANY

For the Year Ended 31st December 2011(with comparative figures for the period 1st October 2009 to 31st December 2010)

Note:

During the financial year, the Group acquired property, plant and equipment with an aggregate cost of RM54,554,978 of which RM59,400 were acquired under hire purchase arrangement. Cash payments by the Company for the acquisition of property, plant and equipment amounted to RM54,495,578.

In 2010, the Company issued 129,999,980 new ordinary shares of RM0.10 each at par for the purpose of acquisition of 100,000,000 ordinary shares of RM0.10 each in Asia Media Sdn. Bhd., representing 100% equity interest in said company.


NOTES TO THE FINANCIAL STATEMENTS

GENERAL INFORMATION

The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the ACE Market of Bursa Malaysia Securities Berhad.

The Company is principally an investment holding company. The principal activities of the subsidiaries are as disclosed in Note 9 to the Financial Statements. There have been no significant changes in the nature of these principal activities during the financial year.

The registered office of the Company is located at Level 8, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan.

The principal place of business of the Company is located at No: 35-1, Jalan Bandar 16, Pusat Bandar Puchong, 47100 Puchong, Selangor Darul Ehsan.

The financial statements are presented in Ringgit Malaysia (RM).

The financial statements of the Group and of the Company have been authorised by the Board of Directors for issuance on 21st February 2012.

BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

The financial statements of the Group and of the Company have been prepared in accordance with Financial Reporting Standards and the provisions of the Companies Act, 1965 in Malaysia.

Changes in Accounting Policies

The accounting policies adopted by the Group and by the Company are consistent with those adopted in prior years except for the adoption of the following Financial Reporting Standards ("FRS") and the Issues Committee ("IC") Interpretations:

FRS 1 First-time Adoption of Financial Reporting StandardsFRS 3 Business CombinationsFRS 127 Consolidated and Separate Financial StatementsAmendments to FRS 1 Limited Exemption from Comparative FRS 7 Disclosures for First-time Adopters and Additional Exemptions for First-time AdoptersAmendments to FRS 2 Share-based PaymentAmendments to FRS 5 Non-current Assets Held for Sale and Discontinued OperationsAmendments to FRS 7 Improving Disclosures about Financial InstrumentsAmendments to FRS 132 Financial Instruments: Presentation – Classification of Rights IssuesAmendments to FRS 138 Intangible AssetsIC Interpretation 4 Determining Whether an Arrangement Contains a LeaseIC Interpretation 12 Service Concession ArrangementsIC Interpretation 16 Hedges of a Net Investment in a Foreign OperationIC Interpretation 17 Distributions of Non-cash Assets to OwnersIC Interpretation 18 Transfers of Assets from CustomersAmendments to IC Interpretation 9 Reassessment of Embedded Derivatives

1)

2)


NOTES TO THE FINANCIAL STATEMENTSCont’d

2)

FRS 1

FRS 7

FRS 9FRS 10

Effective for financialperiod beginning

on or after

1st January 2012

1st January 2012

1st January 20131st January 2013

Amendments to FRS 1, First-time Adoption of Financial Reporting Standards - Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters Amendments to FRS 7, Financial Instruments Improving Disclosures about Transfers of Financial AssetsFinancial InstrumentsConsolidated Financial Statements

BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS cont’d

Changes in Accounting Policies cont’d

The adoption of the above FRSs, amendments and interpretations does not have any significant impact on the financial statements of the Group and of the Company except as follows:

i)

ii)

iii)

Standards and Interpretations in issue but not yet effective

The Group and the Company have not applied the new and revised FRSs and the IC Interpretations which have been issued as at the reporting date by the Malaysian Accounting Standards Board ("MASB") as described hereunder:

FRS 3: Business Combinations

Under the revised FRS 3, all acquisition-related costs are recognised as an expense in profit or loss in the period in which they are incurred. All considerations transferred, including contingent considerations, are measured at fair value as at the acquisition date. Any equity interests held prior to the date control is obtained and is remeasured at fair value, with the resulting gains or losses recognised in profit or loss. There is now an option on a case to case basis to measure non-controlling interests either at fair value or at the non-controlling interests’ proportionate share of the net identifiable assets of the assets acquired. Goodwill arising from the business combination is measured as the difference between the aggregate fair value of consideration transferred, any non-controlling interests in the acquiree and the fair value at acquisition date of any previously held equity interest in the acquiree, and the fair value of identifiable assets acquired and liabilities assumed (including contingent liabilities) at acquisition date.

FRS 127: Consolidated and Separate Financial Statements

The revised FRS 127 requires that changes in ownership interest which do not result in a loss of control be accounted for as equity transactions, instead of in profit or loss. Where changes in ownership interest results in loss of control, any remaining interest in the entity is remeasured at fair value and any resulting gains or losses is recognised in profit or loss. Total comprehensive income will be proportionately allocated to non-controlling interests, even if it results in the non-controlling interests being in a deficit position.

Amendments to FRS 7 Improving Disclosures about Financial Instruments

Prior to 1st January 2011, information about financial instruments was disclosed in accordance with the requirements of FRS 7 Financial Instruments: Disclosures. Amendments to FRS 7 required enhanced disclosure about fair value measurements in which a three-level fair value hierarchy was introduced. Each class of financial instrument is to be classified in accordance to this hierarchy which reflects the inputs used in making the fair value measurement. It also reinforces the existing principles for disclosures on liquidity and credit risks. The adoption of this amendment resulted in additional disclosures in the financial statements but did not have any financial impact on the Group and the Company.



BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS cont’d

Standards and Interpretations in issue but not yet effective cont’d

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

Convergence of the FRS Framework in Malaysia with the IFRS Framework issued by the IASB

On 19th November 2011, MASB issued a new MASB approved accounting framework, the Malaysian Financial Reporting Standards Framework (“MFRS Framework”).

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

The Group and the Company will be required to prepare financial statements using the MFRS Framework in its first MFRS financial statements for the year ending 31st December 2012. In presenting its first MFRS financial statements, the Group and the Company will be required to restate the comparative financial statements to amounts reflecting the application of the MFRS Framework. The majority of the adjustments required on transition will be made, retrospectively, against opening undistributed income.

The Group and the Company expect to be in a position to fully comply with the requirements of the MFRS Framework for the financial year ending 31st December 2012.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The operations of the Group are subject to a variety of financial risks, including foreign currency exchange risk, market risk, credit risk, interest rate risk and liquidity risk. The Group has formulated a financial risk management framework whose principal objective is to minimise the Group's exposure to risks and/or costs associated with the financing, investing and operating activities of the Group.

2)

3)

FRS 11FRS 12FRS 13FRS 119FRS 127FRS 128FRS 101

FRS 112

FRS 124IC Interpretation 19IC Interpretation 14

Effective for financialperiod beginning

on or after

1st January 20131st January 20131st January 20131st January 20131st January 20131st January 2013

1st July 2012

1st January 2012

1st January 20121st July 20111st July 2011

Joint ArrangementsDisclosure of Interests in Other EntitiesFair Value MeasurementEmployee Benefits Separate Financial Statements Investment in Associates and Joint Ventures Amendment to FRS 101, Presentation of Financial Statements - Presentation of Items of Other Comprehensive IncomeAmendment to FRS 112, Income Taxes – Deferred Tax: Recovery of Underlying AssetsAmendment to FRS 124, Related Party DisclosuresExtinguishing Financial Liabilities with Equity InstrumentsAmendments to IC Interpretation 14, Prepayments of a Minimum Funding Requirement



3)

Not past duePast due 0 - 30 daysPast due 31 - 60 daysPast due 61 - 90 daysPast due 91 - 120 daysPast due more than 120 days

2010RM

1,352,550331,800591,037350,000300,000153,228

3,078,615

2011RM

2,879,8401,907,2151,149,550

24,90916,800

128,263

6,106,577

GROUP

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES cont’d

Foreign currency exchange risk

Foreign currency risk is that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign currency exchange rates.

However as at 31st December 2011, the Group’s exposure to foreign currency risk is not significant.

The Group has not entered into any forward foreign exchange contracts as at 31st December 2011.

Market risk

Market risk is the risk that changes in market prices, and other prices will affect the Group's financial position and cash flows.

The Group has in place policies to manage its competitive risks from its competitors in providing better alternatives in terms of better services.

Credit risk

Credit risk is the risk of a financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group's exposure to credit risk arises principally from its receivables from customers. The Company's exposure to credit risk arises principally from trade receivables.

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. As at the end of the reporting period, the maximum exposure to credit risk arising from receivables is represented by the carrying amounts in the statements of financial position.

Management has taken reasonable steps to ensure that receivables that are neither past due nor impaired are measured at their realisable values. A significant portion of these receivables are regular customers that have been transacting with the Group. The Group uses ageing analysis to monitor the credit quality of the receivables. Any receivables having significant balances past due more than 120 days, which are deemed to have higher credit risk, are monitored individually.

The ageing of trade receivables as at the end of the reporting period was:



Credit risk cont’d

The movements in the allowance for impairment losses of receivables during the financial year/period were:

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Group’s financial instruments will fluctuate because of changes in market interest rates.

The Group’s investment in financial assets are mainly short term in nature and mostly placed in financial deposits.

Changes in interest rates are not expected to have a significant impact on the Group’s profit or loss.

No sensitivity analysis is prepared as the Group and the Company do not expect any material effect on the Group's and the Company's profit net of tax and equity arising from the effect of reasonably possible changes to interest rates on interest bearing financial instruments at the end of the reporting period.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when they fall due.

The Group practises prudent liquidity risk management to minimise the mismatch of financial assets and liabilities and to maintain sufficient funds for contingent funding requirement of working capital.

Fair values

The fair value of financial instruments is the amount at which the instrument could be exchanged for or settled between knowledgeable parties at an arm’s length transaction, other than a forced or liquidation sale.

The carrying amounts of the financial assets and financial liabilities as reported in the statements of financial position as at 31st December 2011 approximate their fair values because of the immediate/short maturity terms of these financial instruments.

Capital Risk Management Policies and Procedures

The primary objective of the Group's capital management is to ensure that it maintains an optimal capital structure and healthy capital ratios in order to support its business and maximise shareholder value.

As at beginning of year/periodImpairment loss reversed

As at end of year/period

2010RM

-97,653

97,653

2011RM

97,653(5,530)

92,123

GROUP

3) FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES cont’d



3)

4)

a)

b)

c)

(i)

(ii)

(i)

d)

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES cont’d

Capital Risk Management Policies and Procedures cont’d

The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the year ended 31st December 2011 and 31st December 2010.

The Group is not subject to any externally imposed capital requirements.

SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The financial statements are prepared under the historical cost convention unless otherwise indicated in the accounting policies below.

Revenue Recognition

Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the enterprise and the amount of the revenue can be measured reliably. Revenue is measured at the fair value of consideration received or receivable, net of returns, allowances and trade discounts.

Revenue from services are recognised when services are rendered. Revenue represents the invoiced value of services rendered net of discounts and allowances. Interest income is recognised on accrual basis.

Foreign Currency Conversion

Employee Benefits

Functional and Presentation Currency

The individual financial statements of each entity in the Group are measured using the primary economic environment in which the entity operates ("the functional currency"). The consolidated financial statements are presented in Ringgit Malaysia (RM), which is also the Company's functional currency.

Foreign Currency Transactions

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Short term benefits

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



d)

e)

(ii)

(i)

(ii)

4) SIGNIFICANT ACCOUNTING POLICIES cont’d

Employee Benefits cont’d

Income Taxes

Defined contributions plans

As required by law, companies in Malaysia make contributions to the state pension scheme, Employees Provident Fund. Such contributions are recognised as an expense in profit or loss as incurred.

Current tax

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

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

Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences, unused tax losses and unused tax credit to the extent that it is probable that taxable profit will be available against which those deductible temporary differences, unused tax losses and unused tax credits can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The tax effects of unutilised reinvestment allowances are only recognised upon actual realisation.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.



4)

e)

f)

(ii)

SIGNIFICANT ACCOUNTING POLICIES cont’d

Income Taxes cont’d

Property, Plant and Equipment

All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant and equipment is recognised as an asset if, and only if, it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

Subsequent to recognition, property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.

At each reporting date, the Group assesses whether there is any indication of impairment. If such indications exist, an analysis is performed to assess whether the carrying amount of the asset is fully recoverable. A write down is made if the carrying amount exceeds the recoverable amount.

Depreciation of property, plant and equipment, other than capital work-in-progress which is not depreciated, is calculated to write off the cost of the property, plant and equipment on a straight-line basis over the expected useful lives of the property, plant and equipment concerned. The annual depreciation rates used are as follows:

Gain or loss arising from the disposal of an asset is determined as the difference between the estimated net disposal proceed and the carrying amount of the asset, and is recognised in profit or loss.

Deferred tax cont’d

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group and the Company expect, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group and the Company intend to settle its current tax assets and liabilities on a net basis.

Transit TV systemBroadcast centreFurniture and fittingsComputer softwareMotor vehiclesOffice equipmentPlant and machineryRenovation and signboard

%

1010201020201010



g)

(i)

(ii)


Basis of Consolidation

Subsidiaries

The consolidated financial statements include the financial statements of the Company and all its subsidiaries made up to the end of the financial year. Subsidiaries are those entities in which the Group has power to exercise control over the financial and operating policies so as to obtain benefits from their activities.

Subsidiaries are consolidated using the purchase method of accounting. Under the purchase method of accounting, subsidiaries are fully consolidated from the date on which control is transferred to the Group and are no longer consolidated from the date that control ceases. The cost of acquisition is measured as fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Acquisition-related costs are expensed as incurred.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition dates. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interests in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree's net assets. The excess of the consideration transferred, the amount of any non-controlling interests in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in the statements of comprehensive income.

All significant intercompany balances and transactions have been eliminated on consolidation.

Transactions with non-controlling interests

Transactions with non-controlling interests that do not result in loss of control are accounted as equity transactions - that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

When the Group ceases to have control, any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate and joint venture of financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.



4)

h)

(i)

(i)

(ii)

(iii)

(iv)

(v)

(vi)

i)

j)


Subsidiaries

A subsidiary is an entity over which the Group has the power to govern the financial and operating policies so as to obtain benefits from its activities.

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

Research and Development Costs

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated:

The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses. The average expected life of the development projects is five (5) years.

Intangible Assets

the technical feasibility of completing the intangible asset so that it will be available for use or sale,

the intention to complete the intangible asset and use or sell it,

the ability to use or sell the intangible asset,

how the intangible asset will generate probable future economic benefits,

the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset, and

the availability to measure reliably the expenditure attributable to the intangible asset during its development.

Goodwill

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

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

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



k)

(i)

(i)

(ii)

(ii)

Financial assets at fair value through profit or loss

Financial assets are classified as financial assets at fair value through profit or loss if they are held for trading or are designated as such upon initial recognition. Financial assets held for trading are derivatives (including separated embedded derivatives) or financial assets acquired principally for the purpose of selling in the near term.

Subsequent to initial recognition, financial assets at fair value through profit or loss are measured at fair value. Any gains or losses arising from changes in fair value are recognised in profit or loss. Net gains or net losses on financial assets at fair value through profit or loss do not include exchange differences, interest and dividend income. Exchange differences, interest and dividend income on financial assets at fair value through profit or loss are recognised separately in profit or loss as part of other losses or other income.

Financial assets at fair value through profit or loss could be presented as current or non-current. Financial assets that are held primarily for trading purposes are presented as current whereas financial assets that are not held primarily for trading purposes are presented as current or non-current based on the settlement date.

Investment in quoted securities are designated as fair value through profit or loss on initial recognition.


Financial Instruments

Goodwill cont’d

Where goodwill forms part of a cash-generating units and part of the operation within that cash-generating units is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstances is measured based on the relative fair values of the operations disposed of and portion of the cash-generating units retained.

Other Intangible Assets

Other intangibles assets which represent licences, copyrights and other incidental costs incurred, are stated at cost less accumulated amortisation and impairment losses, are amortised over a period of ten (10) years.

Initial recognition and measurement

A financial instrument is recognised in the financial statements when, and only when, the Group becomes a party to the contractual provisions of the instrument.

A financial instrument is recognised, initially, at its fair value plus, in the case of a financial instrument not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument.

Financial instrument categories and subsequent measurement

The Group categories financial instruments as follows:

Financial assets

a)

Intangible Assets cont’d j)



4)

b)

c)

d)

Financial liabilities

All financial liabilities are subsequently measured at amortised cost other than those categorised as fair value through profit or loss.

Fair value through profit or loss category comprises financial liabilities that are held for trading or financial liabilities that are specifically designated into category upon initial recognition.

Other financial liabilities categorised as fair value through profit or loss are subsequently measured at their fair values with the gain or loss recognised in profit or loss.

Financial assets cont’d

Financial Instruments cont’dk)


Held-to-maturity investments

Held-to-maturity investments category comprises debt instruments that are quoted in an active market and the Group has the positive intention and ability to hold to maturity.

Financial assets categorised as held-to-maturity investments are subsequently measured at amortised cost using the effective interest method.

Loans and receivables

Loans and receivables category comprises debt instruments that are not quoted in an active market, trade and other receivables and cash and cash equivalents.

Financial assets categorised as loans and receivables are subsequently measured at amortised cost using effective interest method.

Available-for-sale financial assets

Available-for-sale category comprises investment in equity and debt securities instruments that are not held for trading. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost. Other financial assets categorised as available-for-sale are subsequently measured at their fair values with the gain or loss recognised in other comprehensive income, except for impairment losses, foreign exchange gains and losses arising from monetary items and gains and losses of hedged items attributable to hedge risks of fair value hedges which are recognised in profit or loss. On derecognition, the cumulative gain or loss recognised in other comprehensive income is reclassified from equity into profit or loss. Interest calculated for a debt instrument using the effective interest method is recognised in profit or loss.

All financial assets, except for those measured at fair value through profit or loss, are subject to review for impairment.



Derecognition

A financial asset or part of it is derecognised when, and only when the contractual rights to the cash flows from the financial assets expire or the financial asset is transferred to another party without retaining control or substantially transferring all risks and rewards of the asset. On derecognition of a financial asset, the difference between the carrying amount and the sum of the consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been recognised in equity is recognised in profit or loss.

A financial liability or a part of it is derecognised when, and only when, the obligation specified in the contract is discharged or cancelled or expires. On derecognition of a financial liability, the difference between the carrying amount of the financial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

(iii)

(i)

m)

l)

Financial Instruments cont’dk)


Hire Purchase Arrangement

Assets held under hire purchase are treated as if they had been purchased at cost at the commencement of the hire purchase agreements. These costs are included under property, plant and equipment and depreciation is provided accordingly. The corresponding obligations under hire purchase are included under liabilities. The charges of instalments payable are charged to profit or loss over the period of the hire purchase agreements.

Impairment

The Group and the Company assess as at each reporting date whether there is any objective evidence that financial and non-financial assets are impaired.

Trade and other receivables and other financial assets carried at amortised cost

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

If any such evidence exists, the amount of impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the original effective interest rate of the financial asset. The impairment loss is recognised in profit or loss.

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

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



4)

Non-financial assets

The carrying amounts of non-financial assets (except for inventories and non-current assets (or disposal groups) classified as held for sale) are reviewed at the end of each reporting period to determine whether there is any indication of impairment.

If any such indication exists, then the asset's recoverable amount is estimated. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the "cash-generating unit"). The goodwill acquired in a business combination, for the purpose of impairment testing is allocated to cash-generating units that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount.

Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit or group of units on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Reversals of impairment losses are credited to profit or loss in the year in which the reversals are recognised.

(ii)

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be estimated reliably.

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

n)

o)

Impairment cont’d m)




Borrowing Costs cont’d

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the year in which they are incurred.

Cash and Cash Equivalents

Cash and cash equivalents comprise cash at bank and in hand, demand deposits and short term, highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value.

Share Capital

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

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

Contingencies

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

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

Operating Segments

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's expenses, including revenues and expenses that relate to transactions with any of the Group's other components. An operating segment's operating results are reviewed regularly by the chief operating decision maker, which in this case is the Chief Executive Officer of the Group, to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

o)

p)

q)

r)

s)

CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

4)

5)


The preparation of financial statements in conformity with Financial Reporting Standards requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported results during the reported period. It also requires directors to exercise their judgement in the process of applying the Group's and the Company's accounting policies. Although these estimates and judgement are based on the director's best knowledge of current events and actions, actual results may differ.

Critical judgements in applying the Group's and the Company's accounting policies

In the process of applying the Group's and the Company's accounting policies, which are described in Note 4 above, management is of the opinion that there are no instances of application of judgement which are expected to have significant effect on the amounts recognised in the financial statements.



5) CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY cont’d

Key sources of estimation uncertainty

Management believes that there are no key assumptions made concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year other than as follows:

Property, plant and equipment and depreciation

The Group determines the estimated useful lives and related depreciation charges for the Group's property, plant and equipment. The estimate is based on the historical experience of the actual useful lives of property, plant and equipment of similar nature and function. Management will revise the depreciation charge where useful lives are different to those previously estimated, or it will write off or write down technically obsolete or non strategic assets that have been abandoned or sold.

Impairment on receivables

The Group assesses at each reporting date whether there is any objective evidence that a financial asset is impaired. To determine whether there is objective evidence of impairment, the Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. The carrying amount of the Group's loans and receivables at the reporting date is disclosed in Note 11 to the Financial Statements.

Estimated impairment of goodwill and intangible assets

The Group determines whether goodwill and intangible assets have been impaired at least on an annual basis. The recoverable amounts of the cash-generating units ("CGU") are determined based on the value-in-used method. Estimating a value-in-use amount requires management to make an estimate of the expected future cash flows from the CGU and also to choose a suitable discount rate in order to calculate the present value of those cash flows.

i)

ii)

iii)


NO

TE T

O T

HE

FIN

AN

CIA

L ST

ATE

MEN

TS

6)PR

OPE

RTY

, PLA

NT

AND

EQ

UIP

MEN

T

GR

OU

PC

apita

lTr

ansi

t TV

wor

k-in

-B

road

cast

Furn

iture

and

Fitti

ngs

Com

pute

rM

otor

Offi

cePl

ant a

nd R

enov

atio

nan

dSi

gnbo

ard

syst

empr

ogre

ssce

ntre

softw

are

vehi

cles

equi

pmen

tm

achi

nery

Tota

l

RM

RM

RM

RM

RM

RM

RM

RM

RM

RM

2011

Cos

tAs

at 1

st J

anua

ry 2

011

13,1

38,6

64

6,93

0,84

1-

105,

758

-35

,965

253,

077

692,

636

99,5

1021

,256

,451

Ad

ditio

ns-

52,8

62,4

641,

024,

327

28,6

5897

,290

82,0

7975

,352

-38

4,80

854

,554

,978

R

ecla

ssifi

catio

ns6,

930,

841

(6,9

30,8

41)

--

--

--

--

As a

t 31s

t Dec

embe

r 201

120

,069

,505

52

,862

,464

1,02

4,32

713

4,41

697

,290

118,

044

328,

429

692,

636

484,

318

75,8

11,4

29

Accu

mul

ated

dep

reci

atio

nAs

at 1

st J

anua

ry 2

011

2,70

9,96

7-

-59

,820

-32

,381

161,

969

526,

492

33,1

643,

523,

793

Cha

rge

for t

he y

ear

2,00

6,95

0-

102,

433

25,7

199,

729

17,3

1263

,483

45,7

3648

,432

2,31

9,79

4R

ecla

ssifi

catio

ns-

--

--

-(4

,590

)4,

590

--

As a

t 31s

t Dec

embe

r 201

14,

716,

917

-10

2,43

385

,539

9,72

949

,693

220,

862

576,

818

81,5

965,

843,

587

Net

boo

k va

lue

as a

t 3

1st D

ecem

ber 2

011

15,3

52,5

88

52,8

62,4

6492

1,89

448

,877

87,5

6168

,351

107,

567

115,

818

402,

722

69,9

67,8

42

2010

Cos

tAs

at 1

st O

ctob

er 2

009

--

--

--

--

--

Addi

tions

-5,

858,

227

-52

8-

4,48

07,

943

1,92

810

,324

5,88

3,43

0Ar

isin

g fro

m a

cqui

sitio

n of

sub

sidi

arie

s13

,138

,664

1,

072,

614

-10

5,23

0-

31,4

8524

5,13

469

0,70

889

,186

15,3

73,0

21

As a

t 31s

t Dec

embe

r 201

013

,138

,664

6,

930,

841

-10

5,75

8-

35,9

6525

3,07

769

2,63

699

,510

21,2

56,4

51

Accu

mul

ated

dep

reci

atio

nAs

at 1

st O

ctob

er 2

009

--

--

--

--

--

Cha

rge

for t

he p

erio

d87

5,91

2-

-13

,360

-89

633

,172

30,4

026,

978

960,

720

Aris

ing

from

acq

uisi

tion

of s

ubsi

diar

ies

1,83

4,05

5-

-46

,460

-31

,485

128,

797

496,

090

26,1

862,

563,

073

As a

t 31s

t Dec

embe

r 201

02,

709,

967

--

59,8

20-

32,3

8116

1,96

952

6,49

233

,164

3,52

3,79

3

Net

boo

k va

lue

as a

t 3

1st D

ecem

ber 2

010

10,4

28,6

97

6,93

0,84

1-

45,9

38-

3,58

491

,108

166,

144

66,3

4617

,732

,658

Cos

t and

net

boo

k va

lue

as a

t yea

r end

for p

rope

rty, p

lant

and

equ

ipm

ent a

cqui

red

unde

r hire

pur

chas

e w

ere

RM

82,0

79 a

nd R

M65

,663

resp

ectiv

ely.

Con

t’d



7)

8)

DEVELOPMENT COSTS

OTHER INTANGIBLE ASSETS

At cost

Balance as at beginning of year/periodArising from acquisition of subsidiariesAdditions during the year/period

Balance as at end of year/period

Less:Accumulated amortisation:

Balance as at beginning of year/periodArising from acquisition of subsidiariesCharge for the year/period


Net

2010RM

- 27,108

102,850

129,958

-(12,683)(24,176)

(36,859)

93,099

2011RM

129,958-

3,500

133,458

(36,859)-

(26,680)

(63,539)

69,919

GROUP

At cost

Balance as at beginning of year/periodAdditions during the year/periodArising from acquisition of subsidiaries


Less:Accumulated amortisation:

Balance as at beginning of year/periodCharge for the year/period


Net

2010RM

- 25,000

2,186,950

2,211,950

--

-

2,211,950

2011RM

2,211,950170,800

-

2,382,750

-(237,025)

(237,025)

2,145,725

GROUP



9) INVESTMENT IN SUBSIDIARIES

Unquoted shares - At cost

2010RM

12,999,998

2011RM

12,999,998

COMPANY

The amount owing by/(to) subsidiary arose mainly from advances given and payments made on behalf which are unsecured, interest-free and repayable on demand.

The details of the subsidiaries are as follows:

All the above subsidiaries are audited by another firm of auditors other than auditors of the Company.

Name of Company

Direct Subsidiary

Asia Media Sdn. Bhd.

Indirect Subsidiaries

Transnet Express Sdn. Bhd.

Asia Media Interactive Sdn. Bhd.

Asia Media Marketing Sdn. Bhd.

Asia Media Broadcasting Sdn. Bhd (formally known as Maha Semarak Sdn. Bhd.)

Principal Activities

Business of multimedia advertising services, media communications, commercialisation of narrowcasting network solutions and dynamic and automation contents and provision of integration, maintenance and support services relating to the above products.

Production and marketing of electronic audio and visual media.

Dormant

Dormant

Dormant

Equity InterestPlace ofIncorporation

Malaysia

Malaysia

Malaysia

Malaysia

Malaysia

2011%

100

100

100

100

70

2010%

100

100

100

100

-



9) INVESTMENT IN SUBSIDIARIES cont’d

During the financial year, the Group acquired 70% equity interest in Asia Media Broadcasting Sdn. Bhd., a company incorporated in Malaysia, for a total consideration of RM350,000. In 2010, the Group acquired 100% equity interest in Asia Media Sdn. Bhd., a company incorporated in Malaysia, for a total consideration of RM12,999,998, satisfied by the issuance of 129,999,980 ordinary shares of RM0.10 each in the Company.

The effects of the acquisition on the financial results of the Group during the financial year/period are as follows:

RevenueCost of salesOther operating incomeOther operating expenses

Profit/(Loss)before taxIncome tax expenseNon-controlling interests

Increase/(Decrease) in Group’s profit attributable to shareholders

2010(15 Months)

RM

16,554,093(8,644,850)

49,506(2,364,890)

5,593,859(4,872)

-

5,588,987

2011(12 Months)

RM

--

245(9,086)

(8,841)-

2,652

(6,189)

GROUP

The effect of the acquisition on the financial position of the Group as at the end of the financial year/period is as follows:

Net assets acquired:Property, plant and equipmentDevelopment costsIntangible assetsGoodwillTrade receivablesOther receivables and prepaid expensesDeposits with licensed bankCash and bank balancesTrade payablesOther payables and accrued expensesBank borrowingsAmount owing to directorsNegative goodwill on consolidationNon-controlling interests

Total consideration satisfied by issuance of sharesTotal cash considerationLess: Cash and bank balances

Cash flow on acquisition, net of cash and cash equivalents acquired

2010RM

12,809,94814,425

2,186,9502,570,627

534,56244,821

632,3761,424,685(500,000)(17,921)

(1,758,869)(74,511)

(4,867,095)-

12,999,998(12,999,998)

-(1,424,685)

(1,424,685)

2011RM

-------

355,200-----

(150,000)

205,200-

205,200(355,200)

(150,000)

GROUP



GOODWILL ON CONSOLIDATION

Balance as at beginning of year/periodArising from acquisition of indirect subsidiaries


2010RM

-2,570,627

2,570,627

2011RM

2,570,627-

2,570,627

GROUP

Trade receivablesLess: Allowance for doubtful debts

Net

Other receivables and prepaid expenses consist of:

2010RM

3,078,615(97,653)

2,980,962

2011RM

6,106,577(92,123)

6,014,454

GROUP

Other receivablesPrepaid expensesRefundable deposits

2010RM

---

-

2011RM

--

1,308

1,308

COMPANY

2010RM

11,4991,744

16,333

29,576

2011RM

214,6661,744

46,541

262,951

GROUP

10)

DEFERRED EXPENDITURE

Deferred expenditure of the Group and of the Company represents professional charges and expenses incurred in connection with the listing exercise of the Company. The deferred expenditure is written off against share premium upon the successful listing of the Company on the ACE Market of Bursa Malaysia Securities Berhad during the financial year.

12)

TRADE RECEIVABLES, OTHER RECEIVABLES AND PREPAID EXPENSES

Trade receivables comprise amounts receivable for services rendered. The credit period granted on services rendered is 30 days. Other credit terms are assessed and approved on a case-by-case basis.

11)

The trade and other receivables are all denominated in Ringgit Malaysia.



13)

14)

(i)

(ii)

AuthorisedBalance as at beginning of year/periodSubdivision of par value into RM0.10 eachCreated during the period


Issued and fully paidBalance as at beginning of year/periodSubdivision of par value into RM0.10 eachIssued during the year/period


2010RM

-100,000

49,900,000

50,000,000

-2

12,999,998

13,000,000

2011RM

50,000,000--

50,000,000

13,000,000-

9,800,000

22,800,000

2010

-1,000,000

499,000,000

500,000,000

-20

129,999,980

130,000,000

2011

500,000,000--

500,000,000

130,000,000-

98,000,000

228,000,000

No. of ordinary shares ofRM0.10 each

Amount

DEPOSITS WITH LICENSED BANKS

Deposits with licensed bank represent fixed deposits which are pledged to the licensed banks for banking facilities granted. Deposits of the Group have an average maturity period of 12 months. Bank balances are deposits held at call with banks. Deposits of the Group earn return at 2.50% per annum.

SHARE CAPITAL

As approved by the shareholders on 30th April 2010, the authorised share capital of the Company was increased from RM100,000 to RM25,000,000 during the financial period by the creation of additional 249,000,000 new ordinary shares of RM0.10 each. Also, the issued and paid-up share capital of the Company was increased from RM2 to RM13,000,000 during the financial period by the allotment of 129,999,980 new ordinary shares of RM0.10 each for the purpose of acquisition of 100,000,000 ordinary shares of RM0.10 each in Asia Media Sdn. Bhd., representing 100% equity interest in said company. These new shares rank pari-passu with the then existing ordinary shares of the Company.

Subsequently, as approved by the shareholders on 24th November 2010, the authorised share capital of the Company was further increased from RM25,000,000 to RM50,000,000 in 2010 by the creation of additional 250,000,000 new ordinary shares of RM0.10 each.

Pursuant to the approval given by the shareholders of the Company at the Extraordinary General Meeting held on 4th January 2011, the issued and paid-up share capital of the Company was increased from RM13,000,000 to RM22,800,000 during the financial year through public issue for cash of 98,000,000 new ordinary shares of RM0.10 each in the Company at an issue price of RM0.23 per new ordinary share in the following manner:

90,000,000 new ordinary shares of RM0.10 each by way of Private Placement to selected investors, and

8,000,000 ordinary shares of RM0.10 each for application by the public.

The resultant share premium arising from the shares issued during the financial year of RM12,740,000 has been credited to the share premium account. All new ordinary shares issued rank pari-passu with the existing ordinary shares of the Company.



RESERVES

HIRE PURCHASE CREDITOR

15)

16)

Non Distributable Reserve: Share premiumDistributable Reserve: Retained earnings/(Accumulated loss)


2010RM

-

(177,644)

(177,644)

2011RM

11,410,777

(592,273)

10,818,504

Gross balanceLess: Hire purchase interest in suspense

Net balance outstanding

Less: Portion payable within the next 12 months (Note 21)

Portion payable after the next 12 months

Included in the portion payable after the next 12 months consist of:

Repayable between 1 and 2 years Repayable between 2 and 5 years

The interest rate on the hire purchase is at 2.88% per annum.

2010RM

-

10,278,438

10,278,438

2011RM

11,410,777

25,290,085

36,700,862

GROUP

COMPANY

2010RM

--

--

-

--

-

2011RM

57,757(6,198)

51,559(11,044)

40,515

11,71728,798

40,515

GROUP

Share premium

Issuance of 98,000,000 new ordinary shares of RM0.10 each at a premium of RM0.13 per share

Share issue expenses

Balance as at end of financial year/period

2010RM

-

-

-

2011RM

12,740,000

(1,329,223)

11,410,777

GROUP AND COMPANY



17)

Secured term loanLess: Portion due within the next 12 months (Note 21)

Portion payable after the next 12 months

The non current portion of this term loan is repayable as follows:

2012

2010RM

1,234,810(820,055)

414,755

414,755

2011RM

--

-

-

GROUP

As at beginning of year/periodRecognised in profit and loss (Note 24)

As at end of year/period

2010RM

-2,174

2,174

2011RM

2,1742,855

5,029

GROUP

TERM LOAN

18)

19)

DEFERRED TAX LIABILITY

TRADE PAYABLES, OTHER PAYABLES AND ACCRUED EXPENSES

The term loan bears interest at 5.00% per annum and is secured by third party's property as well as jointly and severally guaranteed by the directors.

Trade and other payables comprise amounts outstanding for trade and ongoing costs. The average credit period granted to the Group for trade purchases ranges from 30 to 90 days.

Other payables and accrued expenses consist of:

The recognised deferred tax liability is made up of the unrealised fixed deposit interest.

Other payablesAccrued expenses

2010RM

382,58414,050

396,634

2011RM

1,99410,750

12,744

2010RM

635,692149,009

784,701

2011RM

30,861,13339,561

30,900,694

GROUP

COMPANY

The trade and other payables are all denominated in Ringgit Malaysia.



AMOUNT OWING TO DIRECTOR

The amount owing to director, which arose mainly from expenses paid on behalf and advances given, is unsecured, interest-free and repayable on demand.

SHORT TERM BANK BORROWING

As at 31st December 2011, the Group has bank facility (excluding term loan as mentioned in Note 17) totalling RM3,000,000 obtained from a licensed bank. The facility bears interest range from 3.65% to 3.66% per annum above the Bank Negara Malaysia's funding rate and is secured by the following:

i) First party legal charge over properties owned by one of the director of the Company, and ii) Corporate guarantee by the Company.

DIRECTORS' REMUNERATION

20)

21)

22)

Hire purchase creditor - current portion (Note 16)Term loan - current portion (Note 17)Revolving credit

2010RM

-820,055

-

820,055

2011RM

11,044-

1,683,111

1,694,155

GROUP

Executive Directors:

RM100,001 - RM200,000RM50,001 - RM100,000RM1 - RM50,000

Non-Executive Directors:

RM50,001 - RM100,000RM1 - RM50,000

2010

--1

12

2011

111

-2

Number of Directors

Executive directors: Other emoluments Fees

Non-executive directiors: Fees

2010(15 Months)

RM

-24,000

84,000

108,000

2011(12 Months)

RM

-120,000

42,000

162,000

2010(15 Months)

RM

200,00027,200

84,000

311,200

2011(12 Months)

RM

200,000124,800

42,000

366,800

GROUP

COMPANY

The number of directors of the Company whose total remuneration during the financial year/period fell within the following bands is analysed below:



FINANCE COSTS

INCOME TAX EXPENSE

23)

24)

Interest on: hire purchase revolving credit term loans

2010(15 Months)

RM

--

82,939

82,939

2011(12 Months)

RM

2,3569,054

37,747

49,157

GROUP

Taxation based on short term deposit interest receivedDeferred tax liability (Note 18)

2009(15 Months)

RM

--

-

2010(12 Months)

RM

--

-

2010(15 Months)

RM

2,6982,174

4,872

2011(12 Months)

RM

1,5952,855

4,450

GROUP

COMPANY

Accounting profit/(loss)

Tax at the applicable statutory income tax rate of 20%/25%Tax effects in respect of: Expenses that are not deductible for tax purposes Utilisation of deferred tax assets not recognised previously Net deferred tax not recognised Income exempted from tax Income not subject to tax Other temporary differences

Income tax expense

2010(15 Months)

RM

(174,344)

(34,869)

35,169

--

(300)--

-

2011(12 Months)

RM

(414,629)

(103,657)

103,657

-----

-

2010(15 Months)

RM

10,286,610

2,603,451

91,854

(13,532)-

(1,157,825)(1,216,774)

(302,302)

4,872

2011(12 Months)

RM

15,013,445

3,753,361

226,107

-(981,915)(100,738)

(2,892,365)-

4,450

GROUP

COMPANY

A numerical reconciliation of income tax expense and the product of the accounting profit/(loss) multiplied by the applicable statutory income tax rate of the Group and of the Company is as follows:



EARNINGS PER ORDINARY SHARE

Basic

Basic earnings per share is calculated by dividing the profit for the year/period attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the financial year/period as follows:

CASH AND CASH EQUIVALENTS

Profit attributable to equity holders of the Company (RM)Weighted average number of ordinary shares in issue

Basic earnings per share (sen)

Diluted

2010

10,281,73869,124,736

14.87

2011

15,011,647227,194,521

6.61

GROUP

25)

26)

The diluted earnings per share of the Group has not been presented as there are no dilutive potential ordinary shares.

Deposits with licensed bankCash and bank balances

Less: Deposits pledged as security

2010RM

-5,002

5,002-

5,002

2011RM

-6,181

6,181-

6,181

2010RM

707,588967,915

1,675,503(707,588)

967,915

2011RM

693,02812,586,100

13,279,128(693,028)

12,586,100

GROUP

COMPANY


NO

TE T

O T

HE

FIN

AN

CIA

L ST

ATE

MEN

TSC

ont’d

27)

SEG

MEN

TAL

INFO

RM

ATIO

N

Prim

ary

Rep

ortin

g Fo

rmat

- B

usin

ess

Segm

ents

Mul

timed

iaPr

oduc

tion

and

adv

ertis

ing

serv

ices

,m

arke

ting

ofIn

vest

men

t m

edia

elec

tron

ic a

udio

and

hold

ing

com

mun

icat

ions

etc

. v

isua

l med

iaEl

imin

atio

nsC

onso

lidat

edR

MR

MR

MR

MR

M

2011

REV

ENU

E

Exte

rnal

sal

es-

36,3

44,3

6420

3,75

036

,548

,114

RES

ULT

S

Prof

it/(L

oss)

from

ope

ratio

ns(4

14,6

29)

15,3

90,2

0587

,026

15,0

62,6

02Fi

nanc

e co

sts

(49,

157)

Prof

it be

fore

tax

15,0

13,4

45

OTH

ER IN

FOR

MAT

ION

Segm

ent a

sset

s33

,631

,248

94,0

07,7

0329

5,45

4(3

3,62

3,75

9)94

,310

,646

Segm

ent l

iabi

litie

s12

,744

55,5

56,6

7159

,430

(20,

971,

438)

34,6

57,4

07

Cap

ital e

xpen

ditu

re-

54,7

29,2

78-

54,7

29,2

78

Non

-cas

h ex

pens

es D

epre

ciat

ion

of p

rope

rty, p

lant

and

equ

ipm

ent

-2,

265,

231

54,5

632,

319,

794

Am

ortis

atio

n of

dev

elop

men

t cos

ts-

26,6

80-

26,6

80 A

mor

tisat

ion

of in

tang

ible

ass

ets

-23

7,02

5-

237,

025

(For

war

d)


NO

TE T

O T

HE

FIN

AN

CIA

L ST

ATE

MEN

TSC

ont’d

27)

SEG

MEN

TAL

INFO

RM

ATIO

N

Prim

ary

Rep

ortin

g Fo

rmat

- B

usin

ess

Segm

ents

Mul

timed

iaPr

oduc

tion

and

adv

ertis

ing

serv

ices

,m

arke

ting

ofIn

vest

men

t m

edia

elec

tron

ic a

udio

and

hold

ing

com

mun

icat

ions

etc

. v

isua

l med

iaEl

imin

atio

nsC

onso

lidat

edR

MR

MR

MR

MR

M

2011

REV

ENU

E

Exte

rnal

sal

es-

16,4

19,1

4313

4,95

016

,554

,093

RES

ULT

S

Prof

it/(L

oss)

from

ope

ratio

ns(1

74,3

44)

5,59

2,62

552

,623

5,47

0,90

4Fi

nanc

e co

sts

(51,

389)

Prof

it be

fore

tax

5,41

9,51

5

OTH

ER IN

FOR

MAT

ION

Segm

ent a

sset

s13

,849

,150

27,9

58,9

4129

0,86

3(1

3,96

0,42

9)28

,138

,525

Segm

ent l

iabi

litie

s1,

026,

794

4,47

0,30

814

1,86

5(7

81,0

54)

4,85

7,91

3

Cap

ital e

xpen

ditu

re-

6,01

1,28

0-

6,01

1,28

0

Non

-cas

h ex

pens

es D

epre

ciat

ion

of p

rope

rty, p

lant

and

equ

ipm

ent

-92

4,06

636

,654

960,

720

Am

ortis

atio

n of

dev

elop

men

t cos

ts-

24,1

76-

24,1

76

Seco

ndar

y R

epor

ting

Form

at -

Geo

grap

hica

l Seg

men

ts

The

Gro

up h

as n

o se

cond

ary

repo

rting

form

at a

s th

e G

roup

ope

rate

s pr

edom

inat

ely

in M

alay

sia.

cont

’d

cont

’d



28)

29)

30)

31)

SIGNIFICANT RELATED PARTY TRANSACTIONS

For the purposes of these financial statements, parties are considered to be related to the Company if the Company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

Key management personnel are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group and of the Company either directly or indirectly. The key management personnel include all the directors of the Group and of the Company.

The remuneration of directors and other members of key management during the year/period is as follows:

SUPPLEMENTARY INFORMATION

Supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants ("MIA Guidance") and the directive of Bursa Malaysia Securities Berhad are as follow:

CHANGE OF FINANCIAL YEAR END

In 2010, the Company changed its financial year end from 30th September to 31st December.

CHANGE OF NAME AND CONVERSION TO PUBLIC LIMITED COMPANY

As approved by the shareholder at the Extraordinary General Meeting held on 31st March 2010, the Company was converted from a private limited company to a public limited company in 2010 and assumed the name Asia Media Group Berhad.

Short-term employee benefits (Note 22)

2010(15 Months)

RM

108,000

2011(12 Months)

RM

162,000

2010(15 Months)

RM

311,200

2011(12 Months)

RM

366,800

GROUP

COMPANY

Retained earnings/(Accumulated loss) carried forward are analysed as follows:

UnrealisedRealised

2010RM

-(117,644)

(117,644)

2011RM

-(592,273)

(592,273)

2010RM

(2,174)10,280,612

10,278,438

2011RM

(5,029)25,295,114

25,290,085

GROUP

COMPANY



SIGNIFICANT EVENTS

On 11th January 2011, the Company was successfully listed on the ACE Market of Bursa Malaysia Securities Berhad which involves inter alia the following:

CORPORATE PROPOSAL

On 27th January 2012, Bursa Malaysia Securities Berhad has vide its letter dated 27th January 2012 approved the listing and quotation of up to 22,800,000 new ordinary shares of RM0.10 each in the Company, representing not more than ten percent of the existing issued and paid up share capital of the Company via Proposed Private Placement.

32)

33)

COMPARATIVE FIGURES

The comparative figures as shown in the financial statements are for the period 1st October 2009 to 31st December 2010 or a period of 15 months.

34)

a)

b)

Public issue of 98,000,000 new ordinary shares of RM0.10 each at an issue price of RM0.23 to the Malaysia public and identified investors, ("Public Issue"), and

Listing of and quotation for the Company's entire enlarged issued and paid-up share capital of RM22,800,000 comprising 228,000,000 ordinary shares of RM0.10 each upon completion of the Public Issue on the ACE Market of Bursa Malaysia Securities Berhad.


ANALYSIS OF SHAREHOLDINGS

Authorised Share Capital : RM50,000,000Issued and Fully Paid-up Capital : RM22,800,000Class of Shares : Ordinary Shares of RM0.10 each Voting Rights : One vote per shareholder on a show of hands One vote per share on a poll

SIZE OF SHAREHOLDINGS

Size of ShareholdingsNo. of

Shareholders% of

ShareholdersNo. of

Shares% of Issued

Share Capital

000121.02serahs 001 naht sseL30.0005,4735.598serahs 000,1-00159.1005,744,475.93736serahs 000,001-100,194.21002,964,8217.54637serahs 000,001-100,0129.93007,800,1910.9541serahs deussi fo %5 naht ssel ot 100,00116.54000,000,40160.01serahs deussi fo evoba dna %5

Total 1,610 100 228,000,000 100

LIST OF SUBSTANTIAL SHAREHOLDERS

Name of Substantial Shareholders No. of

SharesPercentage

(%)

16.54 000,000,401dhB ndS sgnidloH KS gnoW16.54*000,000,401iaK eehS gnoW ’otaD

Teh Sew Wan 104,000,000* 45.61

* Deemed interest by virtue of his/her equity interest in Wong SK Holdings Sdn Bhd.

STATEMENT OF DIRECTORS’ INTEREST IN SHARES

dahreB puorG aideM aisArotceriD fo emaNDirect Interest Indirect Interest

No. of Shares %

No. of Shares %

16.54*000,000,401-- iaK eehS gnoW ’otaDTeh Sew Wan ** - - 104,000,000* 45.61

--90.0000,002 namhaR A niB laziR @ naissuH ’otaDDatuk Wira Syed Ali Bin Tan Sri Abbas Alhabshee 100,000 0.04 - -

--20.0000,05irbaS damhA niB niddurabaS----)F( eeL weiS gnoeY

* Deemed interest by virtue of his/her equity interest in Wong SK Holdings Sdn Bhd.** Resigned as Director on 23 May 2011

as at 31 March 2012


ANALYSIS OF SHAREHOLDINGSas at 31 March 2012

Cont’d

LIST OF 30 LARGEST SHAREHOLDERS

No. Name of ShareholdersNo. of

Shares Percentage

12. Cimsec Nominees (Tempatan) Sdn Bhd

CIMB Bank for Koh Kin Lip (MY0502)

4. JF Apex Nominees (Tempatan) Sdn BhdPledged Securities Account for Puan Kam Fook (Margin)

5. Citigroup Nominees (Tempatan) Sdn BhdUBS AG Singapore for Tan Swee Yeong

6. Universal Trustee (Malaysia) Berhad Ta Dana Fokus

8. JF Apex Nominees (Asing) Sdn BhdPledged Securities Account for On Chee Seng (Margin)

9. EB Nominees (Tempatan) Sendirian BerhadPledged Securities Account for Loo Poh Keng (SFC)

10. EB Nominees (Tempatan) Sendirian BerhadPledged Securities Account for Chan Tuck Leong (SFC)

11. EB Nominees (Tempatan) Sendirian BerhadPledged Securities Account for Fanny Kong (SFC)

12. Tan Yew Sing13. BHLB Trustee Berhad

Ta Small Cap Fund14. Mayban Nominees (Tempatan) Sdn Bhd

Mayban Trustees Berhad for Pheim Asia Ex-Japan Fund (260366)15. Amsec Nominee (Tempatan) Sdn Bhd

Amtrustee Berhad for Apex Dana AL-SOFI-I (UT-APEX-SOFI)

17. Amsec Nominees (Tempatan) Sdn BhdTang Pen San (9984-1101)

18. Mayban Nominees (Tempatan) Sdn BhdPheim Asset Management Sdn Bhd for Benta Wawasan Sdn Bhd (A/C 95-230135)

19. Koh Kim Boon

21. HSBC Nominees (Tempatan) Sdn BhdHSBC (M) Trustee Bhd for Pheim Emerging Companies Balanced Fund (4033)

22. Loo Poh Keng23. ECML Nominees (Tempatan) Sdn Bhd

Pledged Securities Account for Ee Soo Yim (015)24. Mayban Nominees (Tempatan) Sdn Bhd

Mayban Trustees Berhad for Pheim Asia Ex-Japan Islamic Fund (260508)25. HSBC Nominees (Tempatan) Sdn Bhd

HSBC (M) Trustee Bhd for Pheim Income Fund (4058)

1. Wong SK Holdings Sdn Bhd

3. BTV Cinebus Sdn Bhd

7. Transnet (JB) Sdn Bhd

16. Yeoh Swee Kim

20. Balamurugeshwaran A/L Vengadasamy

104,000,000 45.61

10,000,000 4.39

7,800.000 3.426,980,000 3.06

5,000,000 2.19

3,950,000

3,450,0003,436,000

2,600,000

2,600,000

2,600,000

1.511.51

1.14

1.14

1.14

2,030,000 0.892,010,700 0.88

1,480,000 0.65

1,379,400 0.61

1,267,200 0.561,100,000 0.48

1,000,000 0.44

891,500 0.39882.400 0.39846,000 0.37

730,000 0.32650,000 0.29

550,000 0.24

541,000 0.24


ANALYSIS OF SHAREHOLDINGSas at 31 March 2012

LIST OF 30 LARGEST SHAREHOLDERS

No. Name of ShareholdersNo. of

Shares Percentage

26. Cimsec Nominees (Tempatan) Sdn BhdCIMB for Nazimah Binti Syed Majid (PB)

500,000 0.22

0.22

0.220.22

0.22

500,000

500,000500,000

500,00027. JF Apex Nominees (Tempatan) Sdn BhdPledged Securities Account for Lai Wai Ming (STA 2)

28. Lau Boon Seng29. Mayban Nominees (Tempatan) Sdn Bhd

Pledged Securities Account for Chai Nyuk Thin30. Ong Teck Wan

Cont’d

cont’d


NOTICE OF FOURTH ANNUAL GENERAL MEETING

A G E N D A

As Ordinary Business:-

1.

2.

3.

5.

(Resolution 1)

(Resolution 2)

(Resolution 3)

(Resolution 4)

(Resolution 5)

(Resolution 6)

(Resolution 7)

NOTICE IS HEREBY GIVEN that the Fourth Annual General Meeting of Asia Media Group Berhad (“the Company”) will be convened and held at Ivory 10 Room, Holiday Villa Hotel and Suites Subang 9, Jalan SS12/1, 47500 Subang Jaya, Selangor Darul Ehsan on Wednesday, 23 May 2012 at 9.00 a.m. for the following purposes :-

To receive the Statutory Financial Statements for the year ended 31 December 2011 together with the Directors’ and Auditors’ Reports thereon.

To approve the payment of Directors’ Fees of RM162,000 for the year ended 31 December 2011.

To re-elect Dato’ Hussian @ Rizal Bin A Rahman who retires in accordance with Article 70 of the Company’s Articles of Association.

4. To re-appoint Messrs STYL Associates as Auditors of the Company and to authorise the Directors to fix their remuneration.

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

Ordinary Resolution Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965

“THAT subject always to the Companies Act, 1965, the Company’s Articles of Association and the approvals of the relevant government and/or regulatory authorities, the Directors be and are hereby empowered pursuant to Section 132D of the Companies Act, 1965 to issue and allot new shares in the Company at any time at such price, upon such terms and conditions, for such purposes and to such person(s) whomsoever as the Directors may in their absolute discretion deem fit and expedient in the interest of the Company, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the total issued share capital of the Company for the time being and THAT the Directors be and are also 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 to be in force until the conclusion of the next Annual General Meeting of the Company.”

6. Special Resolution I Proposed Amendments to the Articles of Association of the Company to comply with recent amendments to the Bursa Malaysia Securities Berhad ACE Market Listing Requirements

“THAT the proposed amendments to the Articles of Association of the Company to comply with recent amendments to the Bursa Malaysia Securities Berhad (“Bursa Securities”) ACE Market Listing Requirements as contained in Appendix I annexed to the Annual Report be and are hereby approved.”

7. Special Resolution II Proposed Amendments to the Articles of Association of the Company to facilitate the Proposed Transfer of Listing from the ACE Market to the Main Market of Bursa Malaysia Securities Berhad

“THAT subject to the approval of Bursa Securities, Securities Commission and other relevant government and/or regulatory authorities on the Proposed Transfer of Listing of the Company from the ACE Market to the Main Market of Bursa Securities (“Proposed Transfer of Listing”), the proposed amendments to the Articles of Association of the Company to facilitate the said Proposed Transfer of Listing as contained in Appendix II annexed to the Annual Report be and are hereby approved.”

As Special Businesses:-


8.

ON BEHALF OF THE BOARD

SEE SIEW CHENG MAICSA 7011225

LEONG SHIAK WAN MAICSA 7012855

Joint Company SecretariesPetaling Jaya30 April 2012

NOTES:

1.

2.

3.

4.

To transact any other business for which due notice shall have been given.

A member of the Company entitled to attend and vote at this meeting may appoint not more than two (2) proxies to vote in his stead. Where a member appoints two proxies, the appointment shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy. A proxy may but need not be a member of the Company and the provisions of Section 149(a) and 149(b) of the Companies Act, 1965 shall not apply to the Company.

A member who is an authorised nominee as defined under the Securities Industry (Central Depositor) Act, 1991 may appoint at least one (1) proxy in respect of each securities account.

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

The instrument appointing a proxy to be deposited at Ground Floor, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.

NOTICE OF FOURTH ANNUAL GENERAL MEETINGCont’d

As at the date of this Notice, no new shares in the Company were issued pursuant to the authority granted to the Directors at the Third Annual General Meeting held on 23 June 2011 and which will lapse at the conclusion of the Fourth Annual General Meeting.

The proposed Ordinary Resolution 5, if passed, will authorise the Directors of the Company to issue and allot shares up to an aggregate amount not exceeding 10% of the issued and paid-up capital of the Company for the time being for such purposes as the Directors would consider to be in the interest of the Company. This authority, unless revoked or varied at a general meeting, will expire at the next conclusion of the Annual General Meeting of the Company.

The authority is to avoid any delay and cost involved in convening a general meeting to approve such an issue of shares. The aforesaid authority is to give the Directors the authority and flexibility to raise fund more expediently via issuance of shares for purpose of funding future investments, working capital and/or any acquisition

The proposed Resolution 6, if passed, will give effect to the amendments to the Articles of Association of the Company as per Appendix I and will bring the Company’s Articles of Association in line with the recent amendments to the Bursa Securities ACE Market Listing Requirements and any other relevant statutory and regulatory requirements.

The proposed Resolution 7 is to facilitate the Proposed Transfer of Listing from the ACE Market to the Main Market of Bursa Malaysia Securities Berhad which is subject to the approval by the Bursa Securities, Securities Commission and other relevant government and/or regulatory authorities.

Resolution 5 - Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965

Resolution 6 – Proposed Amendments to the Articles of Association of the Company to comply with the recent amendments to the Bursa Securities ACE Market Listing Requirements

EXPLANATORY NOTE TO SPECIAL BUSINESSES: -

Resolution 7 – Proposed Amendments to the Articles of Association of the Company to facilitate the Proposed Transfer of Listing from the ACE Market to the Main Market of Bursa Securities


NOTICE OF FOURTH ANNUAL GENERAL MEETINGCont’d

(i) Dato’ Hussian @ Rizal Bin A Rahman.

Pursuant to Article 70 of the Company’s Articles of Association, the Director who is standing for re-election are as follows:-

The details of the above Director who is standing for re-election are set out in his respective profile which appears in the Directors’ Profiles on page (23) of this Annual Report.

His shareholdings in the Company are set out in the Analysis of shareholdings which appear on pages (80) of this Annual Report.

Statement Accompanying Notice of Fourth Annual General Meeting


APPENDIX IIN RELATION TO THE PROPOSED AMENDMENTSTO THE ARTICLES OF ASSOCIATION

THAT the existing articles in the Articles of Association be amended by substituting with the proposed articles as set out below:-

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY TO COMPLY WITH RECENT AMENDMENTS TO THE BURSA MALAYSIA SECURITIES BERHAD ACE MARKET LIST-ING REQUIREMENTS

Article No.

Existing Articles

Definition2.

3(2)(a).

WORDS MEANINGS WORDS MEANINGS

Definition

Proposed Articles Rationale (s)

New Provision Share Issuance Scheme

A scheme involving a new issuance of shares to the employees

Pursuant to Para 7.03 of the Listing Requirements

No Director shall participate in a share scheme for employees of the Company unless the shareholders in general meetings have approved of the specific allotment to be made to such Director.

No Director shall participate in a Share Issuance Scheme for employees of the Company unless the shareholders in general meetings have approved of the specific allotment to be made to such Director.

Pursuant to Para 7.03 of the Listing Requirements

56 (c). by any Member or Members present in person or by proxy and representing not less than one-tenth of the total sum paid up on all the shares conferring the right; or

by any Member or Members present in person or by proxy and representing not less than one-tenth of the total voting rights on all the shares conferring the right; or

To be consistent with Section 146 (b)(ii) of the Companies Act,

64 (2). Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company stand-ing to the credit of the said Securities Account.

Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint not more than two (2) proxies in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

To be consistent with Article 64(1) to appoint not more than two (2) proxies for each member

59. Subject to any rights or restrictions for the time being attaching to any class or classes of shares at meetings of Members or classes of Members each Member shall be entitled to be present and to vote. The Member may vote in person or by proxy or by attorney or authorised representative. On a resolution to be decided on a show of hands, every Member who is personally present and entitled to vote, or by proxy or by attorney or other duly authorised representative shall have one vote. On a resolution to be decided by poll, every Member present in person or by proxy or by attorney or other duly autho-rised representative shall have one (1) vote for every one (1) share he holds.

Subject to any rights or restrictions for the time being attaching to any class or classes of shares at meetings of Members or classes of Members each Member shall be entitled to be present and to vote. The Member may vote in person or by proxy or by attorney or authorised representative. On a resolution to be decided on a show of hands, every Member who is personally present and entitled to vote, or by proxy or by attorney or other duly authorised representative shall have one vote and the person so appointed shall be entitled to exercise the same rights as member to speak at the general meeting. On a resolution to be decided by poll, every Member present in person or by proxy or by attorney or other duly authorised representa-tive shall have one (1) vote for every one (1) share he holds.

To be consistent with Para 7.21A(2) of the Listing Requirements


APPENDIX IIN RELATION TO THE PROPOSED AMENDMENTS

TO THE ARTICLES OF ASSOCIATION


PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY TO COMPLY WITH RECENT AMENDMENTS TO THE BURSA MALAYSIA SECURITIES BERHAD ACE MARKET LISTING REQUIREMENTS

Article No.

Existing Articles

64(3)


New Provision (to be inserted immediately after the amended Article 64(2))

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

An exempt authorised nominee refers to an authorised nominee defined under the Securities Industry (Central Deposito-ries) Act 1991 (“SICDA”) which is exempted from compliance with the provisions of subsection 25A(1) of SICDA.

i)

ii)

To be consistent with Para 7.21 of the Listing Requirements

65 The instrument appointing a proxy shall be in writing (in the common or usual form) under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly autho-rised. A proxy may but need not be a Member of the Company. If the proxy is not a member of the Company, he need not be an advocate, an approved company auditor or a person approved by the Registrar of Companies. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

The instrument appointing a proxy shall be in writing (in the common or usual form) under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly autho-rised. A proxy may but need not be a Member of the Company. If the proxy is not a member of the Company, he shall be any person and there shall be no restriction as to the qualification of the proxy. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

Requirements

Cont’d

Cont’d


APPENDIX IIIN RELATION TO THE PROPOSED AMENDMENTSTO THE ARTICLES OF ASSOCIATION


PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY TO FACILITATE THE PROPOSED TRANSFER OF LISTING FROM THE ACE MARKET TO THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD

Article No.

Existing Articles

Definition2.WORDS MEANINGS WORDS MEANINGS

Definition


The Listing Requirements

The Listing Requirements

The Listing requirements of the Exchange for the ACE market for the time being, including any amendments thereto that may be made from time to time.

The Listing require-ments of the Exchange for the Main market for the time being, including any amendments thereto that may be made from time to time.

To facilitate for the transfer of listing to Main Market.

Market day Market dayA day on which the ACE market is open for trading in securities.

A day on which the stock market of the Exchange is open for trading in securities.

To facilitate for the transfer of listing to Main Market.

Approved Market Place

DeletedA stock exchange which is specified to be an approved market place pursuant to an exemp-tion order made under Section 62A of the Securities Industry (Central Depositories) Act 1991.

Pursuant to Para. 7.12 of the Listing Requirements

29. Where -(a)

(b)

Where -

the securities of the Company are listed on an Approved Market Place; and

the Company is exempted from compliance with Section 14 of the Central Depositories Act or Section 29 of the Securities Industry (Central Depositories) (Amendment) Act, 1998, as the case may be, under the rules in respect of such securities.

(a)

(b)

the securities of the Company are listed on other stock exchange; and

the Company is exempted from compli-ance with Section 14 of the Central Depositories Act or Section 29 of the Securities Industry (Central Deposito-ries) (Amendment) Act, 1998, as the case may be, under the rules in respect of such securities.



APPENDIX IIIN RELATION TO THE PROPOSED AMENDMENTS

TO THE ARTICLES OF ASSOCIATIONCont’d

Cont’d


PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY TO FACILITATE THE PROPOSED TRANSFER OF LISTING FROM THE ACE MARKET TO THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD

Article No.

Existing Articles

29.


The Company shall, upon request of a securities holder, permit a transmission of securities held by such securities holder from the register of holders maintained by the registrar of the Company in the jurisdiction of the Approved Market Place (hereinafter referred to as the “Foreign Register”), to the register of holders maintained by the registrar of the Company in Malaysia (hereinafter referred to as the “Malaysian Register”) provided that there shall be no change in the ownership of such shares.

For the avoidance of doubt, no company which fulfils the requirements of subparagraph (a) and (b) above shall allow any transmission of securities from the Malaysian Register into the Foreign Register.

The Company shall, upon request of a securities holder, permit a transmission of securities held by such securities holder from the register of holders maintained by the registrar of the Company in the jurisdiction of the other stock exchange, to the register of holders maintained by the registrar of the Company in Malaysia and vice versa provided that there shall be no change in the ownership of such securities.

Deleted



This pages has been intentionally left blank

PROXY FORM

I/We, (NRIC/Company No.) (Full Name in Block Letters)

of (Full Address)

being a Member of ASIA MEDIA GROUP BERHAD hereby appoint

(NRIC) (Full Name in Block Letters)

of (Full Address)

or failing him/her (NRIC) (Full Name in Block Letters)

of (Full Address)

FOR AGAINST

Resolution 1

Resolution 2

Resolution 3Resolution 4

Resolution 5

Resolution 6

The proposition of my holdings to be represented by my* proxy/proxies are as follows:-

First Name ProxySecond Name Proxy

100 %%%

In the case of a vote taken by a show of hands, the First Proxy shall vote on *my/our behalf.

* Strike out whichever is not desired.

Signed this day of 2011 Signature of Shareholder or Common Seal

No. of Shares held

ASIA MEDIA GROUP BERHAD(Company No. 813137-V)

(Incorporated in Malaysia under the Companies Act, 1965)

Ordinary Resolution:-To receive the Statutory Financial Statements for the year ended 31 December 2011 together with the Directors’ and Auditors’ Reports thereon.

To approve the payment of Directors’ Fees of RM162,000 for the year ended 31 December 2011. To re-elect Dato’ Hussian @ Rizal Bin A Rahman as Director.

Authority to issue shares pursuant to Section 132D of the Act, 1965

Special Resolution:-

To approve the proposed amendments to the Articles of Association of the Company as contained in Appendix I annexed to the Annual Report

Resolution 7 To approve the proposed amendments to the Articles of Association of the Company as contained in Appendix II annexed to the Annual Report

(Please indicate with an ‘X’ in the appropriate box against each Resolution how you wish your proxy to vote. If no instruction is given, this form will be taken to authorise the proxy to vote at his/her discretion).

To re-appoint Messrs STYL Associates as Auditors of the company and to authorise the Directors to fix their remuneration.

or failing whom, the Chairman of the meeting as my/our proxy to attend and vote for me/us and on my/our behalf at the Fourth Annual General Meeting of the Company to be held at Ivory 10 Room, Holiday Villa Hotel and Suites Subang 9, Jalan SS12/1, 47500 Subang Jaya, Selangor Darul Ehsan on Wednesday, 23 May 2012 at 9.00 a.m. and at any adjournment thereof on the following resolutions in the manner indicated below:-

AFFIXSTAMP

1st Fold Here

Fold This Flap For Sealing

Then Fold Here

The Secretary

ASIA MEDIA GROUP BERHAD 813137-VLevel 8, Symphony HousePusat Dagangan Dana 1Jalan PJU 1A/4647301 Petaling JayaSelangor Darul Ehsan

NOTES:

1. A member of the Company entitled to attend and vote at this meeting may appoint not more than two (2) proxies to vote in his stead. Where a member appoints two proxies, the appointment shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy. A proxy may but need not be a member of the Company and the provisions of Section 149(a) and 149(b) of the Companies Act, 1965 shall not apply to the Company.

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

4. The instrument appointing a proxy to be deposited at Ground Floor, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.

2. A member who is an authorised nominee as defined under the Securities Industry (Central Depositor) Act, 1991 may appoint at least one (1) proxy in respect of each securities account.

w w w . a s i a m e d i a . n e t . m y

Head Off iceNo: 35 , 1s t F loor , Ja lan Bandar 16 ,

Pusat Bandar Puchong, 47100, Puchong,

Se langor Daru l Ehsan, Ma lays ia . Te l : +603 5882 7788Fax: +603 5882 6622

ASIA MEDIA GROUP BERHAD(Company No. 813137-V)

(Incorporated in Malaysia under the Companies Act, 1965)

Asia Media Group Bhd Annual Report 2011

Documents

ourphilosophyat asia

asia media sdn bhd amsb

rizal bin

financial years

executive director f

months financial period

yeong siew lee f

member f