Group Interest
2005 2004
Name of Company* Principal Activities Paid-Up Capital % % Boustead Solandra Sdn Bhd Oil palm & teak RM200,000 100 100
plantations Boustead Electronic
Commerce Sdn Bhd Ceased operation RM100,000 100 100
AB Shipping Sdn Bhd Shipbroker RM45,000 100 100
Bestari Marine Sdn Bhd Marine surveys RM35,000 100 100 & consultancy
Boustead Sedili Sdn Bhd Oil palm plantations RM6,150,000 100 100 Boustead Trading Sdn Bhd*** Dormant B$1,000,000 100 100 Malakoff Management
Services Pte Ltd# Management services S$100,000 100 100
AB Shipping Pte Ltd# Shipping agent S$100,000 100 100
Boustead Silasuka Sdn Bhd Ceased operations RM10,000,000 100 98 Boustead Sungai Manar Sdn Bhd Ceased operations RM4,500,000 100 89 Boustead Building Building products RM2,850,000 95 100 Materials Sdn Bhd distributor
Boustead Kanowit Oil Mill Sdn Bhd Processing of oil palm RM30,000,000 85 100 Malaysian Welding
Industries Sdn Bhd Investment holding RM2,500,000 75 75 Boustead Heah Joo Seang Sdn Bhd Oil palm plantations RM9,184,000 70 70 Boustead Sissons Paints Sdn Bhd Paint manufacturer RM6,750,000 70 70 Boustead Shipping
Agencies (B) Sdn Bhd*** Shipping agent B$100,000 70 70 Cargo Freight Shipping Sdn Bhd Shipping agent RM186,000 70 70 PT Dendymarker Indahlestari+** Oil palm plantations Rp45,000,000,000 65 65 Boustead Pelita Kanowit Sdn Bhd Oil palm plantations RM34,560,000 60 60 Boustead Pelita Tinjar Sdn Bhd Oil palm & teak plantations RM48,000,000 60 60 The University of Nottingham
in Malaysia Sdn Bhd Operation of a university RM124,960,000 66 65 Boustead Petroleum Sdn Bhd
(formerly known as Boustead Mint Sdn Bhd) Investment holdings RM82,750,000 57 100 Boustead Realty Sdn Bhd Property investments RM100,000,000 56 56 Boustead Weld Court Sdn Bhd Property investments RM20,000,000 56 56 U.K. Realty Sdn Bhd Ceased operations RM40,000,000 56 56 Mutiara Rini Sdn Bhd Property developer RM50,000,000 56 56 Boustead Curve Sdn Bhd Property investment RM150,000,000 56 56
Boustead Group 157
Group Interest
2005 2004
Name of Company* Principal Activities Paid-Up Capital % % As at 31 December 2005
SUBSIDIARIES (CONT’D.)
Boustead Hotels & Resorts Sdn Bhd Hotel operations RM75,000,000 56 56 Boustead Retail Network Sdn Bhd Retail of apparels RM250,000 56 56
Boustead Linear Manufacture of RM12,000,000 34 34
Corporation Sdn Bhd chilled water
Minat Warisan Sdn Bhd Investment holding RM13,300,000 55 55 PT Anam Koto+** Oil palm plantations Rp14,000,000,000 52 52 Boustead-Anwarsyukur
Estate Agency Sdn Bhd Plantation management RM500,000 51 51 Jernih Rezeki Sdn Bhd Property developer RM5,000,000 51 51 PT Boustead Indonesia Management
Consultancy Services+** Plantation management Rp1,836,800,000 51 51 Boustead Oil Bulking Sdn Bhd Bulking of edible oil RM7,000,000 51 51 Boustead Petroleum Marketing
Sdn Bhd (formerly known as BP Marketing of petroleum RM83,300,000 40 ––
Malaysia Sdn Bhd)** procucts
Tatab Concessioners Sdn Bhd Investment holdings RM5,000 100 100 Idaman Pharma Manufacturing Manufacture and distribution RM1,000,000 51 ––
Sdn Bhd of pharmacautical
products
Limaran Logistics Sdn Bhd Investment holdings RM2 100 ––
Boustead Sissons
Paints China Sdn Bhd Ceased operations RM2,200,000 42 42 Sissons Paints Co Ltd Shaoxing@** Ceased operations RMB8,693,329 42 42 Akademi Pendidikan
Pemandu (M) Sdn Bhd Ceased operations RM5,000,000 43 43 Sungai Jernih Plantations Sdn Bhd Ceased operations RM98,901,610 100 100 Perwira Plantations Sdn Bhd Ceased operations RM57,120,000 100 100 Syarikat Kemajuan Bumidaya
(Sabah) Sdn Bhd Ceased operations& RM1,346,408 100 100 Gradient Holdings Sdn Bhd Ceased operations& RM10,000,000 100 100 Syarikat Hing Lee
Plantations Sdn Bhd Ceased operations& RM15,000,000 100 100 Yaw Lim Plantations Sdn Bhd Ceased operations& RM6,000,000 100 100 Segamaha Development Sdn Bhd Ceased operations& RM40,000,000 100 100 Progress Castings (1982) Sdn Bhd Ceased operations& RM2,000,000 100 100
158 Boustead Group
Group Interest
2005 2004
Name of Company* Principal Activities Paid-Up Capital % % Holiday Bath Sdn Bhd Ceased operations& RM1,750,000 100 100 Kedah Oil Palms Berhad Ceased operations& RM1,000,000 100 100 Ladang Segaria Sdn Bhd Ceased operations& RM13,400,000 100 100 Luboh Anak Batu Estates Sdn Bhd Ceased operations& RM1,950,000 56 56 ASSOCIATES
Pavilion Entertainment
Centre (M) Sdn Bhd Property development RM3,000,000 50 50 Drew Ameroid (Malaysia) Sdn Bhd Industrial chemicals RM20,000 50 50
distributor
BTL Sdn Bhd Hydrographic survey RM30,000 50 50
Asia Smart Cards Smart card RM100,000 50 50
Centre (M) Sdn Bhd personalisation
Wah Seong Boustead Co Ltd^ Consumer & building Kyat2,760,000 50 50
products distributor
Riche Monde Sdn Bhd Wine & spirits distributor RM5,600,000 50 50 Applied Agricultural Agricultural research RM750,000 50 50 Resources Sdn Bhd & advisory services
Kao (Malaysia) Sdn Bhd Toiletries, household RM16,000,000 45 45 products distributor
Boustead Bulking Sdn Bhd Bulking of edible oil RM1,000,000 43 43 P&O Nedlloyd M.A. Sdn Bhd Shipping agent RM50,000 40 40
UAC Berhad Fibre cement products RM73,881,000 39 39
manufacturer Royal & Sun Alliance
Insurance (M) Berhad General insurance RM107,267,790 35 35 K’Line Kinkai (Malaysia) Sdn Bhd Shipping agent RM500,000 30 30 Damansara Entertainment
Centre Sdn Bhd Property investment RM17,000,000 26 26 Affin Holdings Berhad Financial services group RM1,211,388,000 22 25 Cadbury Confectionery Chocolate & sugar RM8,185,000 25 25 Malaysia Sdn Bhd confectionery manufacturer
PSC Industries Berhad Investment holding, property RM174,083,000 33 ––
holding & development
PSC-Naval Dockyard Sdn Bhd Repair and maintenance of RM130,000,003 31 ––
naval & merchant ships
* Incorporated in Malaysia unless otherwise indicated + Incorporated in Indonesia # Incorporated in Singapore
** Subsidiaries not audited by Ernst & Young Global ^ Incorporated in Myanmar & Commenced members’
*** Incorporated in Brunei @ Incorporated in China voluntary liquidation in 2004
Boustead Group 159
The information set out below is disclosed in accordance with the Listing Requirements of Bursa Malaysia:
1. Utilisation of proceeds raised from corporate proposal On 22 November 2005, the Group raised proceeds of RM742 million from the asset backed securitisation exercise referred to in para 10 (b). The proceeds were used to retire part of the Group’s bank borrowings, and to fund investments and working capital requirements.
2. Share buy-backs during the financial year
The Company did not carry out any share buy-backs exercise during the financial year ended 31 December 2005.
3. Options, warrants or convertible securities exercised On 16 May 2005, the Board of Directors of Boustead Holdings Berhad offered an option to the Group Managing Director Y. Bhg Tan Sri Dato’ Lodin Wok Kamaruddin to acquire existing ordinary shares of RM1.00 each of up to five percent (5%) of the enlarged issued and paid up capital of Boustead Petroleum Sdn Bhd (formerly known as Boustead Mint Sdn Bhd) after the completion of the Proposed Acquisition and Proposed Subscription (as described in Para 10 (a) below).
Other than the above, the Company has not issued any options, warrants or convertible securities during the financial year ended 31 December 2005 other than the granting of options under the Boustead Holdings Berhad Employees’ Share Option Scheme as disclosed in Note 26 to the financial statements.
4. American depository receipts (ADR) / global depository receipt (GDR)
The Company has not sponsored any ADR / GDR programme during the financial year ended 31 December 2005.
5. Sanctions/penalties
There were no sanctions and/or penalties imposed on the Company and its Subsidiaries, Directors and Management by the relevant regulatory bodies during the financial year ended 31 December 2005.
6. Non-audit fees
Group Company
RM’000 RM’000
Non-audit fees paid to external auditors for the financial year
ended 31 December 2005 100 20
7. Variation in result
There was no profit estimation, forecast and projection made or released by the Company during the financial year ended 31 December 2005.
8. Profit guarantee
There was no profit guarantees given by the Company and its Subsidiaries during the financial year ended 31 December 2005.
9. Revaluation policy of landed properties
The Group’s revaluation policy of landed properties is set out in Note 10 to the financial statements.
10. Material contracts
Particulars of the material contracts of the Company and its Subsidiaries involving Directors and substantial shareholders interests, either still subsisting at the end of the financial year or, if not then subsisting, entered into since the end of the previous financial year are as follows:
160 Additional Disclosure