Read Cycle & Carriage Bintang Berhad Annual Report 2008 text version

08

Cycle & Carriage Bintang Berhad 2008 Annual Report

Company No. 7378-D

Financial calendar

Financial year ended 31 December 2008 Announcement of results: ­ first quarter 25 April ­ second quarter 30 July ­ third quarter 31 October ­ fourth quarter 24 February Issue of Annual Report 30 March 2009 Annual General Meeting 21 April Entitlement to 2008 final dividend 29 May Payment of 2008 final dividend 19 June

2008 2008 2008 2009 2009 2009 2009 2009

Financial year ending 31 December 2009 Announcement of results: ­ first quarter 21 April 2009 ­ second quarter 30 July 2009 ­ third quarter 5 November 2009 ­ fourth quarter 25 February 2010

Contents

002 003 003 004 005 006 008 013 014 015 017 018 019 068 069 070 071 072 074 Financial Highlights Corporate Profile Corporate Information Chairman's Statement Penyata Pengerusi Board of Directors Corporate Governance Statement Statement of Internal Control Audit Committee Report Audit Committee Terms of Reference Additional Compliance Information Statement of Directors' Responsibility for Preparing the Financial Statements Statutory Financial Statements Five-Year Summary Financial Charts Group Properties Shareholding Statistics Notice of Annual General Meeting Statement Accompanying Notice of Annual General Meeting Proxy Form

A member of the Jardine Cycle & Carriage Group

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FinanCialHigHligHts

· Earnings from underlying operations 8% lower at RM21.1 million · Mercedes-Benz sales increased by 4% · Major business restructuring completed Results

12monthsended 31December 2008 2007 RM'000 RM'000

Change %

Revenue from underlying operations Net profit from underlying operations: (a) Mercedes-Benz operations (b) MBM dividend Non-recurring items: (a) One-off premium from investment in MBM (b) Gain on disposal of properties (c) Voluntary separation scheme (d) Deficit on revaluation of properties (e) Discontinued operations Net profit attributable to shareholders

513,090 9,883 11,229 21,112 18,715 12,460 (3,504) (2,154) 156 25,673 46,785

Sen

516,245 11,800 11,229 23,029 ­ 1,029 ­ ­ (16,614) (15,585) 7,444

Sen

(1) (16) ­ (8)

528

Earning per share ­ Based on net profit from underlying operations ­ Based on net profit attributable to shareholders

20.9 46.4

22.8 7.4

(8) 527

Asat31December 2008 2007 RM'000 RM'000

Shareholders' funds

228,217

RM

287,570

RM

(21)

Net tangible assets value per share

2.27

2.85

(21)

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Cycle & Carriage Bintang Berhad Annual Report 2008

CoRpoRatepRoFile

Cycle & Carriage Bintang, a member of the Jardine Cycle & Carriage Group, is listed on Bursa Malaysia and is the largest dealer of Mercedes-Benz vehicles in Malaysia. It is involved in the retail and after-sales service of Mercedes-Benz motor vehicles. Jardine Cycle & Carriage is a Singapore-listed company and has a 50.1% interest in Astra, a leading listed Indonesian conglomerate, and other motor interests in Southeast Asia. Jardine Cycle & Carriage, together with its subsidiaries and associates, employ some 125,000 people across Singapore, Malaysia, Indonesia and Vietnam. It is a member of the Jardine Matheson Group.

CoRpoRateinFoRmation

BoardofDirectors Benjamin William Keswick,

(Alternate: Chiew Sin Cheok)

Chairman

secretaries Yeap Kok Leong Oh Swee Chin auditors PricewaterhouseCoopers Chartered Accountants Registrar Tenaga Koperat Sdn Bhd Level 17, The Gardens North Tower Mid Valley City Lingkaran Syed Putra 59200 Kuala Lumpur Telephone: 03-22643883 Facsimile: 03-22821886 Registeredoffice Level 18, The Gardens North Tower Mid Valley City Lingkaran Syed Putra 59200 Kuala Lumpur Telephone: 03-22648888 Facsimile: 03-22822733 Website www.ccb.com.my

Dato' Khalid bin Haji Ismail,

Deputy Chairman (Alternate: Mohkam Singh A/L Tara Singh)

Tan Sri Dato' Sulaiman bin Sujak Cheah Kim Teck

(Alternate: Ho Yeng Tat)

Vimala A/P V.R. Menon auditCommittee Vimala A/P V.R. Menon, Chairman Tan Sri Dato' Sulaiman bin Sujak Cheah Kim Teck RemunerationCommittee Benjamin William Keswick, Chairman Tan Sri Dato' Sulaiman bin Sujak Vimala A/P V.R. Menon nominationCommittee Tan Sri Dato' Sulaiman bin Sujak, Benjamin William Keswick Vimala A/P V.R. Menon

Chairman

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CHaiRman'sstatement

overview The Group is now focused on its Mercedes-Benz dealership activities following the completion of a major restructuring, but continues to face a difficult market in Malaysia. performance The Group's revenue from continuing operations for the year ended 31 December 2008 was 1% lower at RM513 million. Net profit from underlying operations was RM21.1 million, 8% lower than the previous year, due to a reduced contribution from after-sales activities, partly offset by lower financing charges. Net profit attributable to shareholders of RM46.8 million benefited from a one-off premium of RM18.7 million received in respect of the Group's investment in Mercedes-Benz Malaysia ("MBM") and a gain of RM12.5 million from property disposals, offset in part by the cost of a voluntary separation scheme and a deficit arising from the property revaluations. The 2007 result of RM7.4 million had been depressed by losses of RM16.6 million incurred on discontinued operations. At the end of 2008, the Group had net cash of RM59 million, compared with net debt of RM45 million at the end of 2007. This improvement was largely due to the proceeds from the disposal of surplus properties and non-core businesses and an improvement in working capital. The Board is recommending a final dividend of 5 sen per share less tax which, together with the interim dividend will give a total dividend of 10 sen per share less tax (2007: 10 sen per share less tax). A special dividend of RM1.35 per share less tax was paid in September 2008. Developments A major restructuring of the Group's activities was largely completed by June 2008. Loss-making or non-core businesses, together with surplus properties, were sold and a voluntary separation scheme was implemented. This has enabled the Group to streamline its business portfolio and to focus on its MercedesBenz business. The joint venture agreement with Daimler AG was also successfully renegotiated, allowing the Company to continue to receive an annual dividend of RM11.2 million from its investment in MBM and giving rise to a one-off premium of RM18.7 million. Businessactivity Mercedes-Benz passenger car sales in 2008 were 4% higher at 1,502 units as back orders for the C-Class were progressively fulfilled following supply constraints earlier in the year. The contribution from after-sales activities, however, was lower due to reduced vehicle throughput in the second half of the year. Group overheads were lower following the implementation of the voluntary separation scheme. people In July 2008, Steven Foster stepped down as Managing Director and Wong Kin Foo, previously Director of Retail Operations, took over as Chief Operating Officer. I would like to thank all our staff for their continued dedication and hard work amidst the uncertainties associated with the global recession and challenging trading environment. prospects While 2009 is expected to be difficult given the global economic problems, the Group's sound financial position, leaner structure and a firm focus on its Mercedes-Benz dealership business leaves it well-placed to meet the challenges ahead.

BenKeswick Chairman 24 February 2009

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Cycle & Carriage Bintang Berhad Annual Report 2008

penyatapengeRusi

tinjauanmenyeluruh Kumpulan terus berhadapan dengan pasaran yang sukar di Malaysia, dalam usahanya pada masa ini untuk memfokus kepada aktiviti jualan Mercedes-Benz berikutan penyelesaian penyusunan semula utamanya. prestasi Hasil Kumpulan daripada kesinambungan operasi bagi tahun berakhir 31 Disember 2008 adalah sebanyak RM513 juta, menurun sebanyak 1%. Keuntungan bersih daripada operasi asas adalah sebanyak RM21.1 juta, 8% lebih rendah berbanding tahun lepas, disebabkan sumbangan yang berkurangan daripada aktiviti selepas jualan di mana sebahagiannya diimbangi oleh caj-caj pembiayaan yang lebih rendah. Keuntungan bersih milik para pemegang saham sebanyak RM46.8 juta yang memanfaat daripada premium sekali sahaja berjumlah RM18.7 juta diterima berhubung pelaburan Kumpulan dalam Mercedes-Benz Malaysia ("MBM") dan keuntungan sebanyak RM12.5 juta daripada penjualan hartanah, telah diimbangi sebahagiannya oleh kos skim pemisahan sukarela dan defisit yang timbul daripada penilaian semula hartanah. Keuntungan bagi tahun 2007 sebanyak RM7.4 juta pula dijejaskan oleh kerugian sebanyak RM16.6 juta yang ditanggung daripada operasi-operasi yang diberhentikan. Pada akhir tahun 2008, Kumpulan mempunyai tunai bersih sebanyak RM59 juta, berbanding dengan hutang bersih berjumlah RM45 juta pada akhir tahun 2007. Peningkatan ini, sebahagian besarnya disumbangkan oleh keuntungan daripada penjualan hartanah berlebihan dan perniagaan bukan teras serta peningkatan dalam modal kerja. Lembaga Pengarah mengesyorkan dividen akhir sebanyak 5 sen sesaham tolak cukai di mana, berserta dengan dividen interim, akan menjadikan jumlah dividen sebanyak 10 sen sesaham tolak cukai (2007: 10 sen sesaham tolak cukai). Dividen khas sebanyak RM1.35 sesaham tolak cukai juga telah dibayar pada bulan September 2008. perkembangan Satu pelaksanaan penyusunan semula utama terhadap aktiviti Kumpulan sebahagian besarnya telah diselesaikan menjelang bulan Jun 2008. Perniagaan yang mencatat kerugian dan perniagaan bukan teras, berserta dengan hartanah lebihan, telah dijual dan skim pemisahan sukarela juga turut dilaksanakan. Ini membolehkan Kumpulan memperkemaskan portfolio perniagaannya dan memfokus kepada perniagaan Mercedes-Benz. Perjanjian usaha sama dengan Daimler AG juga berjaya dirunding semula, membolehkan Syarikat terus menerima dividen tahunan sebanyak RM11.2 juta daripada pelaburannya dalam MBM dan menghasilkan premium sekali sahaja berjumlah RM18.7 juta. aktivitiperniagaan Jualan kereta penumpang Mercedes-Benz pada tahun 2008 adalah sebanyak 1,502 unit, 4% lebih tinggi di mana pesanan untuk C-Class dipenuhi secara berperingkat-peringkat berikutan kekurangan bekalan pada awal tahun. Walau bagaimanapun, sumbangan daripada aktiviti selepas jualan adalah lebih rendah disebabkan oleh daya pemprosesan kenderaan yang berkurangan pada setengah tahun kedua. Overhed Kumpulan pula berkurangan berikutan pelaksanaan skim pemisahan sukarela. Kakitangan Pada bulan Julai 2008, Steven Foster telah meletak jawatan sebagai Pengarah Urusan dan Wong Kin Foo yang dahulunya merupakan Pengarah Operasi Jualan, telah mengambilalih sebagai Ketua Pegawai Operasi. Saya juga ingin mengucapkan setinggi terima kasih kepada semua kakitangan atas dedikasi dan kerja keras mereka yang beterusan dalam keadaan penuh ketidakpastian yang dikaitkan dengan kemelesetan ekonomi global dan persekitaran perdagangan yang begitu mencabar. prospek Sungguhpun tahun 2009 dijangka akan menjadi satu tahun yang sukar disebabkan oleh kemelesetan ekonomi global, namun kedudukan kewangan Kumpulan yang kukuh, struktur yang lebih kemas dan penumpuan tehadap perniagaan jualan MercedesBenz, akan meletakkan Kumpulan di tempat yang baik untuk mengharungi cabaran yang mendatang.

BenKeswick Pengerusi 24 Februari 2009

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BoaRDoFDiReCtoRs

BenjaminWilliamKeswick ­ Chairman Mr Ben Keswick, aged 36, a British citizen, joined the Board on 1 April 2007 as a Non-Independent Non-Executive Director. He became Chairman of the Board on 25 April 2008. He is also Chairman of the Remuneration Committee and a member of the Nomination Committee. He is the Group Managing Director of the Jardine Cycle & Carriage Group. He has been with the Jardine Matheson Group since 1998, most recently as the Chief Executive Officer and before that the Finance Director of Jardine Pacific, which represents a number of Jardine Matheson Group's non-listed interests in a range of industry sectors. He is a director of Jardine Matheson Holdings Ltd, Jardine Matheson Ltd and MCL Land Ltd and is a Commissioner of PT Astra International Tbk and the Vice President Commissioner of PT United Tractors Tbk. Mr Keswick graduated from Newcastle University with a Bachelor of Science degree in Agricultural Economics and Food Marketing and obtained a Master of Business Administration from INSEAD. CheahKimteck Mr Cheah, aged 57, a Singaporean, joined the Board on 2 February 2005 as a Non-Independent Non-Executive Director. He was appointed a member of the Audit Committee on 26 April 2008. He is the Chief Executive Officer of the Jardine Cycle & Carriage Group's motor operations excluding those held by PT Astra International Tbk. In this capacity, he oversees the group's motor operations in Singapore, Malaysia, Thailand and Vietnam. He is a director of Jardine Cycle & Carriage Ltd and also a Commissioner of PT Tunas Ridean Tbk. He sits on the boards of Trek 2000, Mapletree Logistics Trust Management Ltd and Tote Board, and is a management committee member of the Singapore Turf Club. Prior to joining the group, he has held several senior marketing positions in multinational companies, namely McDonald's Restaurant, Kentucky Fried Chicken and CocaCola. He holds a Master's degree in Marketing from the University of Lancaster, United Kingdom.

Dato'KhalidbinHajiismail ­ Deputy Chairman Dato' Khalid, aged 68, a Malaysian, became a Non-Independent Non-Executive Director on 24 February 2003 and was subsequently appointed Deputy Chairman on 10 March 2004. He is presently the Group Country Chairman of Jardine Matheson Group of Companies in Malaysia. Previously, he held several senior positions in the Public Services Department, the Prime Minister's Department, the Ministry of Finance and retired as Secretary-General of the Ministry of Culture, Arts and Tourism Malaysia. Dato' Khalid holds a Bachelor of Arts (Honours) degree from University of Malaya and an MPA from University of Southern California, USA.

tansriDato'sulaimanbinsujak Tan Sri Dato' Sulaiman, aged 75, a Malaysian, joined the Board as an Independent Non-Executive Director on 24 February 2003 and was appointed Chairman of the Nomination Committee and a member of the Audit Committee and Remuneration Committee on 26 April 2008. He has been with HSBC Bank Malaysia Berhad since 1989 and was an executive director and adviser from January 1994 to March 2004. He is now a non-executive and independent director of HSBC Bank Malaysia Berhad. A graduate of Royal Air Force College, Cranwell, England, Tan Sri Dato' Sulaiman served both with the Royal Air Force and the Royal Malaysian Air Force and was the first Malaysian Air Force Chief. He was an advisor (now known as Assistant Governor) of Bank Negara Malaysia and was the Commercial Director of Kumpulan Guthrie Berhad. He was also the Deputy Chairman of Malaysian Airline System Berhad for 24 years. He also sits on the board of FACB Industries Incorporated Berhad and Nationwide Express Courier Services Berhad.

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Cycle & Carriage Bintang Berhad Annual Report 2008

Vimalaa/pV.R.menon Ms Vimala Menon, aged 54, a Malaysian, joined the Board on 26 April 2008 as an Independent Non-Executive Director and was appointed the Chairman of the Audit Committee on the same date. She is also a member of the Nomination Committee and the Remuneration Committee. Ms Menon, a Chartered Accountant, is an Associate Member of Institute of Chartered Accountants in England and Wales and a member of the Malaysian Institute of Accountants. She is currently the Director - Finance & Corporate Affairs of Proton Holdings Berhad. She was the Executive Director Finance & Corporate Services of EON Berhad from 1984 to 2007 and has served on the boards of EON Berhad from 1990 to 2006 and EON Bank Berhad from 1994 to 2004. She also served on the boards of Jardine Cycle & Carriage Limited from 1994 to 2003 and PT Astra International Tbk from 2000 to 2003.

Hoyengtat Mr Ho, aged 53, a Singaporean, became the alternate director to Mr Cheah Kim Teck on 26 April 2008. He has been with Jardine Cycle & Carriage Limited since 1984 and is now the Group Company Secretary as well as Director of Group Corporate Affairs. He holds an LLB (Hons) degree and MBA from the National University of Singapore. He is also a graduate of the Association of Chartered Certified Accountants, United Kingdom.

mohkamsingha/ltarasingh Mr Mohkam Singh, aged 57, a Malaysian, became the alternate director to Dato' Khalid on 26 April 2008. He is the Finance Director of Jardine Matheson (Malaysia) Sdn Bhd, a position he has held since April 1992. He previously held the position of Group Financial Controller of Jardine Transport Services, Malaysia and LK-NES (M) Sdn Bhd. He is a Fellow of the Association of Chartered Certified Accountants, an associate of the Institute of Taxation (London) and a member of Malaysian Institute of Accountants.

ChiewsinCheok Mr Chiew, aged 47, a Malaysian, was a former Non-Independent Non-Executive Member of the Board and Audit Committee. He resigned on 26 April 2008 and was re-appointed as an alternate director to Mr Ben Keswick on the same date. He joined Jardine Cycle & Carriage Ltd as Group Finance Director on 1 November 2006. He has worked for the Jardine Matheson Group since 1993 where he has held various senior finance positions, prior to which he worked for Schroders and Pricewaterhouse, both in London. He is a Commissioner of PT Astra International Tbk and PT Astra Otoparts Tbk, Vice President Commissioner of PT Astra Agro Lestari Tbk and a member of the Audit Committee of PT Tunas Ridean Tbk. Mr Chiew graduated from the London School of Economics and Political Science with a Bachelor of Science (Economics) degree, obtained a Masters in Management Science degree from the Imperial College of Science and Technology, London, and is a member of the Institute of Chartered Accountants in England and Wales. He is on the Board of Governors of the Keswick Foundation, a charitable body in Hong Kong.

None of the directors has any family relationship with any director and/or substantial shareholder; any conflict of interest with the Company and any convictions for offences within the past 10 years other than traffic offences.

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CoRpoRategoVeRnanCestatement

The Board of Directors fully supports the recommendations of the Malaysian Code on Corporate Governance ("Code") which sets out the broad principles for good corporate governance and best practices for listed companies. The Board is committed to applying the recommendations of the Malaysian Code on Corporate Governance to ensure that good corporate governance is practiced throughout the Group to effectively discharge its responsibilities to protect and enhance shareholder value. The Company has in place a Board Charter that encompasses amongst others the responsibilities, authorities, procedures and structures of the Board and Board Committees besides stressing the relationship between the Board and its management and the shareholders. Set out below is a statement of how the Group has applied the principles of the Code. The Board of Directors confirms that the Group has complied with the best practices in the Code throughout the financial year ended 31 December 2008. theBoardofDirectors The Board has overall responsibility for the strategic direction of the Group. The Board meets regularly to review corporate strategies, operations and performance of business units within the Group. All Board members bring an independent judgement to bear on issues of strategy, performance, resources and standards of conduct. During the financial year ended 31 December 2008, five Board meetings were held. Set out below is the record of attendance of the Board members:

Directors attendance

The Board has delegated specific responsibilities to three Board Committees, these are the Audit, Remuneration and Nomination Committees. These Committees have the authority to examine particular issues and report to the Board with their recommendations. The ultimate responsibility for the final decision on most matters lies with the entire Board. BoardBalance The Board currently has 5 members, comprising two Independent Non-Executive Directors and three Non-Independent Non-Executive Directors. Together, the Directors bring a wide range of business and financial experience relevant to the direction and objectives of the Group. A brief description of the background of each Director is presented on pages 6 to 7. A clear division of responsibility between the Chairman and the Executive (Managing) Director exists to ensure a balance of power and authority. Formal position descriptions for the Chairman and the Executive (Managing) Director outlining their respective roles and responsibilities are set out in the Board Charter. In the event that the Group does not have an Executive (Managing) Director, the Chief Operating Officer or such other person appointed by the Board shall have overall charge of the Group to the extent determined by the Board. Wong Kin Foo was appointed Chief Operating Officer ("COO") on 19 July 2008. The composition of the Board is further balanced by the presence of Independent Non-Executive Directors. Although all the Directors have an equal responsibility for the Group's business directions and operations, the role of these Independent Non-Executive Directors are particularly important in ensuring that the strategies proposed by the management are fully discussed and evaluated, having considered the long term interests of all interested parties, including the shareholders, employees, customers, suppliers and the communities as a whole. Vimala A/P V.R. Menon, who is the Chairman of the Audit Committee, acts as the Senior Independent Non-Executive Director. Any concerns with regards to the Group may be conveyed to her. The interests of major shareholders and the investment of minority shareholders are fairly reflected through Board representation.

Benjamin William Keswick Dato' Khalid bin Haji Ismail Tan Sri Dato' Sulaiman bin Sujak Cheah Kim Teck Vimala A/P V.R. Menon Tan Sri Samsudin bin Osman * Datuk Hassan Abas ** Tan Sri Abdul Rashid Hussain ** Dato' Kamaruddin bin Mahmood ** Syed Zaid bin Syed Jaffar Albar ** Chiew Sin Cheok ** Steven Gareth Foster *** *

Tan Sri Samsudin bin Osman retired as a Non-Independent Non-Executive Chairman of the Board on 25 April 2008 and he was replaced by Benjamin William Keswick on the same date. Benjamin William Keswick is a NonIndependent Non-Executive Chairman of the Board. Datuk Hassan Abas, Tan Sri Abdul Rashid Hussain, Dato' Kamaruddin bin Mahmood and Syed Zaid bin Syed Jaffar Albar retired as Director on 25 April 2008. Chiew Sin Cheok resigned as a Director on 26 April 2008. Steven Gareth Foster resigned as a Non-Independent Executive Director on 18 July 2008. Wong Kin Foo was appointed as Chief Operating Officer on 19 July 2008.

4/5 4/5 5/5 4/5 3/3 1/1 1/1 1/1 1/1 0/1 2/2 2/3

**

***

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Cycle & Carriage Bintang Berhad Annual Report 2008

supplyofinformation The management is duty bound to furnish the Board with all material information for the Board to discharge its responsibilities. In order for the Board to function effectively, it is therefore important that matters for the Board's consideration are presented to all the Directors with sufficient time to enable the Directors to examine the issues and to obtain further explanation where necessary. As a general rule, Board papers are circulated for the Directors' review at least five days prior to any scheduled Board meeting. The Board papers include, among others, the following: · · · · · · · · · Minutes of previous Board meeting Minutes of meetings of Committees of the Board Directors Circular Resolutions Monthly performance and variance report of the Group Operational issues, which include product and service quality, customer satisfaction, market share, etc. Financial issues Funding requirements Business strategy issues Project papers

nominationCommittee The present members of the Nomination Committee are: · Tan Sri Dato' Sulaiman bin Sujak (Chairman) · Benjamin William Keswick · Vimala A/P V.R. Menon Tan Sri Abdul Rashid Hussain retired as an Independent NonExecutive Chairman of the Committee on 25 April 2008, following his retirement from the Board on the same date. Tan Sri Dato' Sulaiman bin Sujak, an existing member of the Committee, was re-designated as Chairman of the Committee on the same date. Dato' Kamaruddin bin Mahmood, an Independent Non-Executive Director, retired as a member of the Committee on 25 April 2008 following his retirement from the Board on the same date. Tan Sri Samsudin bin Osman, a Non-Independent Non-Executive Director, retired as a member of the Committee on 25 April 2008 following his retirement from the Board on the same date. Vimala A/P V.R. Menon, an Independent Non-Executive Director was appointed on 26 April 2008 as a new member. This Committee met once during 2008. The meeting was attended by all members during their tenure. All the members of this Committee are Non-Executive Directors and the majority is independent including the Chairman of the Committee. The primary function of the Nomination Committee is to recommend to the Board candidates for directorships of the Company and its subsidiaries and Directors to fill the seats on Board Committees. In addition, the Nomination Committee assesses the effectiveness of the Board, Board Committees and contributions of each individual Director. It also ensures an appropriate framework and plan for Board and management succession. The Nomination Committee reviews annually and recommend to the Board the structure, size, balance and composition of the Board and Committees. This requires a review of the required mix of skills and experience including core competencies which NonExecutive Directors should bring to the Board and other qualities for the Board to function effectively and efficiently.

There is a schedule of matters reserved specifically for the Board's decision, including the approval of corporate plans and budgets, acquisition and disposal of major assets, major investments, changes to the management and control structure of the Group and issues in respect of key policies, procedures and authority limits. The Board has also approved a procedure for Directors, whether as a full Board or in their individual capacity, to take independent advice, where necessary, in the furtherance of their duties and at the Group's expense. All Directors have access to the advice and services of the Company Secretary. appointmentstotheBoard The Malaysian Code on Corporate Governance endorses, as good practice, a formal procedure for appointments to the Board, with a nomination committee making recommendations to the Board. The Code, however, states that this procedure may be performed by the Board as a whole, although, as a matter of best practice, it recommends that this responsibility be delegated to a committee. The Board has adopted the best practice and the Nomination Committee has been given the responsibility to recommend new appointments to the Board.

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CoRpoRategoVeRnanCestatement

Directors'training As an integral part of the process of appointing new Directors, the Nomination Committee ensures that there is an orientation programme for new Board members. Directors also receive further training, from time to time, from professional bodies and training institutions. The Nomination Committee noted that members of the Board have attended two Continuing Education Programme ("CEP") conducted by consultants from PricewaterhouseCoopers in 2008. The topics covered included Managing in the 21st Century and the latest budget updates. All members of the Board have attended some or all of the CEP. Re-election In accordance with the Company's Articles of Association, all Directors who are appointed by the Board are subject to re-election by shareholders at the Annual General Meeting following their appointment. The Articles also provide that at least one third of the remaining Directors be subject to re-election by rotation at each Annual General Meeting and all Directors are to offer themselves for re-election once every three years. Directors'Remuneration The Company is guided by the objectives as recommended by the Malaysian Code on Corporate Governance to determine the remuneration for Directors. The component parts of remuneration are structured so as to link rewards to corporate and individual performance, in the case of the Executive Director. In the case of Non-Executive Directors, the level of remuneration reflects the level of responsibilities undertaken by the particular non-executive concerned. Remunerationprocedure The Remuneration Committee recommends to the Board the framework of executive remuneration and its cost, including the remuneration package for the Executive Director/COO. The Remuneration Committee also recommends the framework of fees payable to Non-Executive Directors. The Remuneration Committee may draw on the expertise of consultants before making recommendations to the Board. The final remuneration package offered to the Executive Director and the fees payable to NonExecutive Directors are the responsibilities of the entire Board. RemunerationCommittee The present members of the Remuneration Committee are: · Benjamin William Keswick (Chairman) · Tan Sri Dato' Sulaiman bin Sujak · Vimala A/P V.R. Menon Dato' Kamaruddin bin Mahmood retired as an Independent NonExecutive Chairman of the Committee on 25 April 2008, following his retirement from the Board on the same date. Benjamin William Keswick, an existing member of the Committee, was re-designated as Chairman of the Committee on the same date. Tan Sri Abdul Rashid Hussain, an Independent Non-Executive Director, retired as a member of the Committee on 25 April 2008, following his retirement from the Board on the same date. Datuk Hassan Abas, a Non-Independent Non-Executive Director, retired as a member of the Committee on 25 April 2008, following his retirement from the Board on the same date. Vimala A/P V.R. Menon, an Independent Non-Executive Director was appointed on 26 April 2008 as a new member. The Remuneration Committee had two meetings in 2008 which were attended by all members. All the members of this Committee are Non-Executive Directors and the majority is independent. Remunerationpackage The remuneration packages of Directors are as follows: (a) Basicsalary The Remuneration Committee recommends the basic salary of the Executive Director/COO after having considered his performance. In the evaluation process consideration is given on the rates of salary for similar jobs in the industry. (b) Directors'Fees Directors' fees are only payable to Non-Executive Directors. The Remuneration Committee recommends the framework of Directors' fees to the Board. The fees structure is determined after a study of comparable organisations' practices or available professional studies/surveys as well as the level of responsibilities involved. Non-Executive Directors received annual fixed fees based on the tenure of directorship and attendance fees based on attendances at Board and Committee meetings. The fees are paid quarterly.

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Cycle & Carriage Bintang Berhad Annual Report 2008

(c) Bonusscheme The Group operates a bonus scheme for all employees, including the Executive Director/COO. The qualification and eligibility to the scheme is linked to the performance of the Group's business activities and an assessment of the employees' performance and contribution. The Executive Director/COO's bonus is dependent on the level of profit achieved from the Group's business activities against targets, together with an assessment of his performance during the year. Bonus payable to him is reviewed by the Remuneration Committee and approved by the Board. (d) BenefitsinKind Other customary benefits (such as car, driver, club membership, allowances etc.) are made available as appropriate.

(e) RetirementBenefits Contributions are made to the Employees Provident Fund, the national mandatory defined contribution plan, in respect of Malaysian Executive Director. The rate of contribution is above the mandatory requirement in accordance with the Group's employment scheme, available to all executive employees. (f) serviceContract There is currently no service contract with any Director following Steven Foster's resignation on 18 July 2008.

Directors'Remuneration The details of the remuneration of Directors during the financial year ended 31 December 2008 are as follows:

Directors Salaries RM'000 Fees RM'000 Bonus RM'000 Benefits inKind RM'000 Provident Funds/ Retirement Plan RM'000

Total RM'000

Executive Director * Non-Executive Directors Total *

Resigned in July 2008

902 ­ 902

­ 429 429

548 ­ 548

120 ­ 120

73 ­ 73

1,643 429 2,072

The remuneration paid to the Non-Executive Directors of the Company analysed in bands of RM50,000 is as follows: Range of remuneration: Less than RM50,000 RM50,001 ­ RM100,000

^ Inclusive of six former Non-Executive Directors.

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0

CoRpoRategoVeRnanCestatement

policyonexternalappointments The Group recognises that its Directors may be invited to become directors of other companies and that exposure to other organisations can broaden experience and knowledge of its Directors which will benefit the Group. Directors are therefore at liberty to accept other board appointments so long as the appointment is not in conflict with the business of the Group and does not detrimentally affect the Directors' performance as a member of the Board. All such appointments must first be discussed with the Chairman of the Board before being accepted. DialoguebetweentheCompanyandinvestors The Group adheres strictly to the disclosure requirements under the Listing Requirements of Bursa Malaysia Securities Berhad. Results of the Group are announced quarterly to Bursa Malaysia Securities Berhad. In addition, material transactions and events are also announced accordingly. The Group has established a website at www.ccb.com.my which shareholders can access for information. annualgeneralmeeting At each Annual General Meeting, the Board presents the performance of the business. The Chairman, Managing Director and other Directors are available to respond to shareholders' questions during the meeting. Items of special business included in the notice of Annual General Meeting will be accompanied by a full explanation of the effects of a proposed resolution. Separate resolutions are proposed for substantially separate issues at the meeting and the Chairman declares the number of proxy votes received both for and against each separate resolution where appropriate. FinancialReporting In presenting the annual financial statements to shareholders and the announcements of quarterly financial results, the Board aims to present a balanced and understandable assessment of the Group's position and prospects. This also applies to other pricesensitive public reports and reports to regulators. CorporatesocialResponsibility("CsR") The Group's CSR efforts in 2008 focused mainly on the employees' well-being and the community. During the year, the Group continued with the Academic Excellence Awards Presentation which is held annually and encourages and recognises academic excellence in the children of the Group's employees. Our employees participated in the walkathon to create health awareness and donation to children in Sichuan, China following the devastating earthquake there in 2008.

0

Cycle & Carriage Bintang Berhad Annual Report 2008

statementoFinteRnalContRol

Responsibility The Board of Directors recognises the importance of sound internal controls and risk management practices to good corporate governance. The Board affirms its overall responsibility for the Group's systems of internal controls and risk management, and for reviewing the adequacy and effectiveness of the control and risk management systems. It should however be noted that such systems of internal controls are only designed to manage rather than totally eliminate risk of failure to achieve business objectives. Accordingly, such systems can only provide reasonable rather than absolute assurance against material losses, misstatements or other significantly adverse consequences. In the case of the associated company, the systems of internal control are managed by the holding company. RiskmanagementFramework The Group has in place a formal risk management process to identify, evaluate and manage significant risks impacting the Group. The process is supported by a policy as well as detailed procedures, methodologies, evaluation criteria and documentation requirements to ensure clarity and consistency of application across the Group. The process requires management to comprehensively identify and assess all types of risks in terms of likelihood and magnitude of impact as well as to identify and evaluate the adequacy and application of mechanisms in place to manage, mitigate, avoid or eliminate these risks. The process encompasses assessments and evaluations at business unit process level before being examined on a Group perspective. At least once a year, a written report is presented to the Audit Committee on the significant risks impacting the Group and the measures taken by the management to address the risks. The report will also highlight residual exposures along with management action plan to manage or mitigate such exposures. Any internal or external changes that may significantly impact the risks and control spectrum will also be highlighted. The Group's internal auditors are also required to provide an independent assurance on the adequacy of the risk management process and report accordingly to the Audit Committee. The Audit Committee will deliberate on the reports and advise the Board on significant risk exposures. Controlstructureandenvironment The embedded control system is designed to facilitate achievement of the Group's business objectives. It comprises the following: · organisationstructurewithwelldefinedlinesofresponsibility anddelegatedauthority The organisation structure includes defined delegation of responsibilities to the Committees of the Board, the Chief Operating Officer and operating units through defined sets of terms of references, position descriptions and authorisation levels for all aspects of the business as set out in the Board Charter and Limits of Authority. Besides the predominantly non-executive standing committees such as Audit, Nomination and Remuneration Committees, the Board is supported operationally by the Management Committee which consists of senior members of the organisation including the Chief Operating Officer. The Management Committee convenes regularly to meet its strategic business agenda thus channelling the appropriate inputs to the Board for its assessment of the Group's operations and the assertion of effective control over the entire operations. · independenceoftheauditCommittee The Audit Committee comprises non-executive members of the Board, with the majority being Independent Directors. The Committee has full and unrestricted access to any information pertaining to the Group and has direct communication channels with the external and internal auditors. The primary objectives of the Audit Committee are to assist the Board in monitoring the Group's management of its business and financial risks and the determination of appropriate internal controls to manage these risks. · Comprehensivebudgetingandmonitoringprocesses Detailed and comprehensive budgets for both business and support units are prepared on an annual basis for approval by the Board together with an indication of future business directions under a two-year operating plan. Actual performance is monitored against the budget on a monthly basis and appropriate explanations documented for significant variances. Periodical forecasts are also carried out frequently to update changes in business environment. Management Accounts Packages detailing performance of business and support units against budget, forecast, prior year results and key business indicators are tabled and deliberated at the Management Committee and Board meetings for proper monitoring of performance. monitoringandReview The processes adopted to monitor and review the effectiveness of the systems of internal control and risk management are through periodical review of business processes, the state of internal control and business risk profile by operating units. The results of the review will be examined by a team within the organisation and after due processes, the Chief Operating Officer will identify significant areas to be reported to the Audit Committee and finally to the Board. Independent appraisals by internal auditors also ensure compliance with policies, procedures, standards and legislation and give reasonable assurance of the effectiveness of the Group's systems of internal controls and risk management.

Cycle & Carriage Bintang Berhad Annual Report 2008

0

auDitCommitteeRepoRt

The Audit Committee of the Board of Directors was formed in 1977. The present members of the Committee are: · Vimala A/P V.R. Menon (Chairman) · Tan Sri Dato' Sulaiman bin Sujak · Cheah Kim Teck The members of the Audit Committee consist solely of NonExecutive Directors, the majority of whom are independent. The independent members are Vimala A/P V.R. Menon as Chairman, Tan Sri Dato' Sulaiman bin Sujak as member. The Non-Independent Director is Cheah Kim Teck. All of them were appointed on 26 April 2008 Tan Sri Abdul Rashid Hussain resigned as an Independent NonExecutive Chairman of the Committee on 25 April 2008, following his retirement from the Board on the same date. He was replaced by Vimala A/P V.R. Menon on 26 April 2008. Dato' Kamaruddin bin Mahmood and Syed Zaid bin Syed Jaffar Albar, both Independent Non-Executive Directors, resigned as members of the Committee on 25 April 2008, following their retirement from the Board on the same date. Datuk Hassan Abas, a Non-Independent Non-Executive Director, resigned as a member of the Committee on 25 April 2008, following his retirement from the Board on the same date. Chiew Sin Cheok, a Non-Independent Non-Executive Director, resigned as a member of the Committee on 26 April 2008, following his resignation from the Board on the same date. The Committee had five meetings during the year. Other members of senior management attended some of these meetings upon invitation by the Chairman of the Committee. The Group's internal and external auditors attended all the meetings during the period. Set out below is the record of attendance of the Audit Committee members:

auditCommitteemembers attendance

In addition, the Audit Committee discussed with the external auditors the audit plan which states the nature and scope of audit and the results of examination arising from the external audit. The Audit Committee also reviewed the quarterly announcements to Bursa Malaysia Securities Berhad and the financial statements of the Company and the consolidated financial statements of the Group as well as the statutory auditors' report thereon. The Audit Committee recommended to the Board of Directors, subject to the shareholders' approval, the selection of the Company's and its subsidiary companies' statutory auditors. In its endeavour to fulfill its responsibilities, the Audit Committee focused its attention on key aspects of business operations that have significant impact not only on profitability but also the quality of services provided to customers. Other main issues discussed by the Audit Committee are as follows: · Review of the Group's risk management reports; · The new Financial Reporting Standards issued by the Malaysian Accounting Standards Board and their applicability to the consolidated financial statements for the financial year ended 31 December 2008; and · The disclosure requirements of the Listing Requirements of Bursa Malaysia Securities Berhad. internalauditFunction The Group uses the services of the Jardine Matheson Group Internal Auditors to accomplish its internal audit requirements. The Group Internal Auditors report to the Audit Committee on matters concerning the Group and assists the Board of Directors in monitoring and managing risks and internal controls. The Group Internal Auditors review internal controls in all key activities of the Group and recommend improvement in controls and procedures. The Group Internal Auditors are independent of the activities they audit and perform with impartiality and due professional care. Findings of the Group Internal Auditors are reported regularly to the Audit Committee. The Audit Committee approves the internal audit plan of the Group Internal Auditors each year. The scope of the internal audit covers the audits of significant units and operations, including subsidiaries. In addition, the Group Internal Auditors also audit the various computer application systems and network of the Group. During the year the management worked hand in hand with the Group Internal Auditors in identifying risk areas, implementing control measures and monitoring controls. The monitoring process will form the basis for continually improving the risk management process in the context of the Group's overall goals. In the course of auditing, the Group Internal Auditors have identified some minor internal control weaknesses during the period, which have been or are being addressed. None of the weaknesses have resulted in any material losses, contingencies or uncertainties that would require disclosure in the Group's Annual Report.

Vimala A/P V.R. Menon Tan Sri Dato' Sulaiman bin Sujak Cheah Kim Teck Tan Sri Abdul Rashid Hussain Dato' Kamaruddin bin Mahmood Syed Zaid bin Syed Jaffar Albar Datuk Hassan Abas Chiew Sin Cheok The terms of reference of the Audit Committee are set out in pages 15 to 16. During the financial year, the Audit Committee carried out its duties as set out in the terms of reference. In particular, the functions of the Audit Committee are to review accounting policies, internal controls, statutory financial statements and related party transactions of the Company and its subsidiary companies on behalf of the Board of Directors.

3/3 3/3 3/3 2/2 2/2 0/2 2/2 2/2

In performing its functions, the Audit Committee reviewed the overall scope of internal audit. It met with the Group's internal auditors to discuss the results of their examinations and their evaluation of the system of internal controls of the Company and its subsidiary companies.

0

Cycle & Carriage Bintang Berhad Annual Report 2008

auDitCommitteeteRmsoFReFeRenCe

purpose The Audit Committee is established as a committee of the Board of Directors. The primary objectives of the Audit Committee are to: 1. Provide assistance to the Board in fulfilling its statutory and fiduciary responsibilities for examinations of the Company and its subsidiaries (the "Group") and in monitoring the Group's management of business/financial risk processes and accounting and financial reporting practices; 2. Determine that the Group has adequate administrative, operational and internal accounting controls and that the Group is operating in accordance with its prescribed procedures, codes of conduct and applicable legal and regulatory requirements; 3. Serve as an independent and objective party in the review of the financial information presented by management for distribution to shareholders and the general public; and 4. Provide direction and oversight over the internal audit function and the external auditors to enhance their independence from management. membership The Audit Committee shall have at least three members. All the members must be non-executive directors and financially literate with a majority of them being independent directors. The chairperson of the Committee shall be an independent director. At least one member of the Committee, preferably an independent director, must meet the criteria set by the Listing Requirements of Bursa Malaysia Securities Berhad (Paragraph 15.10 (c)). Audit Committee members and the chairperson shall be appointed by the Board based on the recommendations of the Nomination Committee. No alternative directors shall be appointed to the Audit Committee. If a member of the Committee resigns, dies or for any reason ceases to be a member resulting in non-compliance with the above paragraphs, the Board shall, within three (3) months of that event, appoint such number of new members as may be required. The Audit Committee shall have no executive powers. Committee'soperatingprinciples The Audit Committee wherever necessary and reasonable for the performance of its duties, shall in accordance with the procedures determined by the Board and at the cost of the Group: 1. Have authority to investigate any matter within its terms of reference; 2. Have the resources which are required to perform its duties; 3. Have full and unrestricted access to any information pertaining to the Group; 4. Have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity; 5. Be able to obtain independent professional advice or other advice; and 6. Be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other directors and employees of the Company, whenever deemed necessary. meetings The Committee shall meet at least four (4) times each year. Additional meetings shall be scheduled as considered necessary by the Committee or chairperson. The Committee may establish any procedures from time to time to govern its meetings, keeping of minutes and its administration. The Committee may request other directors, members of management, counsels, internal auditors and external auditors, as applicable to participate in Committee meetings, as necessary, to carry out the Committee's responsibilities. It shall be understood that either internal or external auditors, may, at any time, request a meeting with the Audit Committee with or without management attendance. The external auditors shall be given notice of meetings and shall have the right to attend and speak. At least twice a year, the Committee shall meet with the external auditors without the presence of executive Board members. The Secretary of the Committee shall be appointed by the Committee from time to time. Committee meeting agendas shall be the responsibility of the Committee chairperson with input from Committee members. The chairperson may also ask management to participate in this process. The agenda for each meeting shall be circulated at least five days before each meeting to the Committee members, the external auditors and all those who are required to attend the meeting. Written materials including information requested by the Committee from management, internal audit and external auditors shall be received together with the agenda for the meetings.

Cycle & Carriage Bintang Berhad Annual Report 2008

0

auDitCommitteeteRmsoFReFeRenCe

The Committee shall cause minutes to be duly entered in the books provided for the purpose of all resolutions and proceedings of all meetings of the Committee. Such minutes shall be signed by the chairperson of the meeting at which the proceedings were held or by the chairperson of the next succeeding meeting and if so signed, shall be conclusive evidence without any further proof of the facts thereon stated. Minutes of each meeting shall also be distributed to all attendees (members) of the Audit Committee meeting and external auditors. The Committee, through its chairperson, shall report to the Board after each meeting. The minutes of the Committee meeting shall be available to all Board members. Circular Resolutions signed by all the members shall be valid and effective as if it had been passed at a meeting of the Audit Committee. scopeofactivities The duties of the Audit Committee shall include the following: 1. To recommend appointment of the external auditors and their fees and consider any questions of resignation or dismissal including whether there is reason (supported by grounds) to believe that the external auditors are not suitable for re-appointment; 2. To review the external auditors' proposed scope and approach before the audit commences and ensure co-ordination where more than one audit firm is involved; 3. To review the quarterly financial announcements and year-end financial statements of the Group, prior to the approval by the Board, focusing particularly on: · changes in or implementation of major accounting policy changes; · significant and unusual events; · significant adjustments arising from the audit; · going concern assumption; and · compliance with accounting standards and other legal requirements. 4. To discuss problems and reservations arising from interim and final audits and any matter the auditor may wish to discuss (in the absence of management where necessary) including assistance given by employees of the Group to the auditor; 5. To review with the external auditors, their evaluation of the system of internal controls, including any significant suggestions for improvements and management's response; 6. To review with the external auditors, their audit report; 7. To review the Group's business risk management process, including adequacy of the Group's overall control environment and controls in selected areas representing significant financial and business risk; 8. To do the following where an internal audit function exists: · review the adequacy of the scope, function, competency and resources of the internal audit function and that it has the necessary authority to carry out its work; · review the internal audit programme, process and results of the internal audit programme, processes or investigation undertaken and where necessary ensure that appropriate action is taken on the recommendations of the internal audit function; · review any appraisal or assessment of the performance of members of the internal audit function; · be aware of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning; · the internal audit function should be independent of the activities it audits; the internal audit activities should be free from interference in determining the scope of internal audit, performing work and communicating results; · the internal audit function reports directly to the Committee. 9. To review any related party transactions and conflict of interest situation that may arise within the Group including any transaction, procedure or course of conduct that raises questions of management integrity; 10. To review the major findings of internal investigations and management's response; 11. To review management's monitoring of compliance with the Group's code of corporate conduct; 12. To review with the Group's counsels, any legal matters that could have a significant impact on the Group's financial statements; 13. To verify at the end of each financial year, the allocation of options under a share scheme for employees to ensure compliance with the allocation criteria determined by the Remuneration Committee and in accordance with the Bye-Laws of the relevant Option Scheme. A statement by the Committee verifying such allocation shall be included in the annual report; 14. To review the findings of any examinations by regulatory authorities; 15. Where the Audit Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of these requirements, the Audit Committee must promptly report such matters to Bursa Malaysia Securities Berhad; and 16. Perform other oversight functions as requested by the Board.

0

Cycle & Carriage Bintang Berhad Annual Report 2008

aDDitionalComplianCeinFoRmation

In compliance with the Listing Requirements of Bursa Malaysia Securities Berhad, the following information is provided: non-statutoryauditFees The amount of non-statutory audit fees paid and payable to the external auditors by the Company and its subsidiaries for the financial year ended 31 December 2008 are as follows: PricewaterhouseCoopers RM58,000 PricewaterhouseCoopers Taxation Services Sdn Bhd RM61,000 PricewaterhouseCoopers Advisory Services Sdn Bhd RM3,000 Total RM122,000 materialContracts Neither the Company nor any of its subsidiaries have entered into any contracts which are or may be material (not being contracts entered into in the ordinary course of business) involving Directors' and major shareholders' interests since the end of the previous financial year other than the share sale agreement entered by the Company with Mikani Holdings Sdn Bhd ("Purchaser") on 18 July 2008 for the disposal of its wholly owned subsidiaries, Cycle & Carriage Motors Sdn Bhd, Cycle & Carriage Parts And Accessories Sdn Bhd and Asia Automobile Industries Sendirian Berhad. The Purchaser is a company controlled by Steven Gareth Foster, the former Managing Director of the Company, and this transaction is a management buy-out. The cash consideration was RM18,888 which represents the net tangible assets value of the three Companies. As part of the sale, the purchaser repaid the intercompany balances owing by the three Companies to CCB of approximately RM10.8 million. The Sale was completed on 22 July 2008. RecurrentRelatedpartytransactions The Company has at the Annual General Meeting held on 25 April 2008 obtained shareholders' mandate for the Group to enter into recurrent transactions of a revenue or trading nature, which are necessary for its day to day operations and are in the ordinary course of business, with related parties. The said general mandate took effect from 25 April 2008 until the conclusion of the forthcoming Annual General Meeting of the Company. The Company intends to seek a renewal of the said general mandate for recurrent related party at the forthcoming Annual General Meeting of the Company. The details of the new mandate to be sought have been furnished in the Circular to Shareholders dated 30 March 2009 attached to this Annual Report. Details of related party transactions are disclosed in Note 29 to the financial statements, of which none of the aggregate value of transactions conducted pursuant to the shareholders' mandate during the financial year that is equal to or exceeds the applicable prescribed threshold under paragraph 2.1 of PN12/2001. sanctionsorpenalties During the financial year, there were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or management by the relevant regulatory bodies.

Cycle & Carriage Bintang Berhad Annual Report 2008

0

statementoFDiReCtoRs'ResponsiBilityFoRpRepaRingtHeFinanCialstatements

The Directors are required by the Companies Act, 1965 to prepare financial statements for each financial year which have been made out in accordance with the applicable approved accounting standards and give a true and fair view of the state of affairs of the Group and of the Company at the end of the financial year and of the results and cash flows of the Group and of the Company for the financial year. In preparing the financial statements, the Directors have: · selected suitable accounting policies and applied them consistently; · made judgements and estimates that are reasonable and prudent; · ensured that all applicable accounting standards have been followed; and · prepared financial statements on the going concern basis as the Directors have a reasonable expectation, having made enquiries, that the Group and the Company have adequate resources to continue operations for the foreseeable future. The Directors acknowledge the responsibility for ensuring that the Company keeps accounting records which disclose with reasonable accuracy the financial position of the Group and of the Company and which enable them to ensure that the financial statements comply with the Companies Act, 1965. The Directors have overall responsibilities for taking such steps as are reasonably open to them to safeguard the assets of the Group, to prevent and detect fraud and other irregularities.

0

Cycle & Carriage Bintang Berhad Annual Report 2008

statutoRyFinanCialstatements

020 024 024 025 026 027 028 029 030 031 032 033 034 040 Directors' Report Statement by Directors Statutory Declaration Independent Auditors' Report Consolidated Income Statement Consolidated Balance Sheet Consolidated Statement of Changes in Equity Consolidated Cash Flow Statement Company Income Statement Company Balance Sheet Company Statement of Changes in Equity Company Cash Flow Statement Summary of Significant Accounting Policies Notes to the Financial Statements

Cycle & Carriage Bintang Berhad Annual Report 2008

0

Directors' report

The directors submit their Annual Report to the members together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2008. Principal Activities The principal activities of the Group and of the Company consist of the retailing of motor vehicles, sales of spare parts and servicing of vehicles. There was no significant change in the nature of these activities during the financial year other than the discontinued operations as disclosed in Note 7 to the financial statements. Financial Results

Group RM'000 Company RM'000

Profit before tax Tax expense Profit for the year from continuing operations Profit/(loss) for the year from discontinued operations Profit attributable to equity holders Dividends The dividends paid or declared by the Company since 31 December 2007 were as follows: In respect of the financial year ended 31 December 2007, as shown in the Directors' report for the year, final gross dividend of 5 sen per share on 100,744,500 ordinary shares, less income tax, paid on 20 June 2008 In respect of the financial year ended 31 December 2008: Interim gross dividend of 5 sen per share on 100,744,500 ordinary shares, less income tax, paid on 19 September 2008 Special gross dividend of 135 sen per share on 100,744,500 ordinary shares, less income tax, paid on 19 September 2008

47,317 (688) 46,629 156 46,785

42,002 (366) 41,636 (652) 40,984

RM'000

3,728

3,728

100,643 108,099

The directors now recommend the payment of a final gross dividend of 5 sen per share on 100,744,500 ordinary shares, less income tax, amounting to RM3,778,000 which subject to the approval of members at the forthcoming Annual General Meeting of the Company, will be paid on 19 June 2009 to shareholders whose names appear in the Company's Register of Members and Record of Depositors on 29 May 2009. Reserves and Provisions Material transfers to or from reserves and provisions during the financial year are shown in the financial statements.

020

Cycle & Carriage Bintang Berhad Annual Report 2008

Directors The directors who have held office during the period since the date of the last report are: Benjamin William Keswick Dato' Khalid bin Haji Ismail Tan Sri Dato' Sulaiman bin Sujak Cheah Kim Teck Vimala A/P V.R. Menon Chiew Sin Cheok (Alternate director to Benjamin William Keswick) Ho Yeng Tat (Alternate director to Cheah Kim Teck) Mohkam Singh A/L Tara Singh (Alternate director to Dato' Khalid bin Haji Ismail) Steven Gareth Foster Tan Sri Samsudin bin Osman Datuk Hassan Abas Tan Sri Abdul Rashid Hussain Dato' Kamaruddin bin Mahmood Syed Zaid bin Syed Jaffar Albar

(appointed on 26.4.2008) (appointed on 26.4.2008) (appointed on 26.4.2008) (appointed on 26.4.2008) (resigned on 18.7.2008) (retired on 25.4.2008) (retired on 25.4.2008) (retired on 25.4.2008) (retired on 25.4.2008) (retired on 25.4.2008)

In accordance with the Company's Articles of Association, Dato' Khalid bin Haji Ismail retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-election. In accordance with the Company's Articles of Association, Vimala A/P V.R. Menon retires under casual vacancy at the forthcoming Annual General Meeting and, being eligible, offers herself for election. In accordance with Section 129 of the Companies Act 1965, Tan Sri Dato' Sulaiman bin Sujak being over seventy years of age, retires at the forthcoming Annual General Meeting and offer himself for re-election. Directors' Benefits During and at the end of the financial year, no arrangements subsisted to which the Company is a party, with the object or objects of enabling directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than those disclosed in Note 5 and Note 29 (c) to the financial statements) by reason of a contract made by the Company or a related corporation with the director or with a firm of which he is a member, or with a company in which he has a substantial financial interest. Directors' Interests in Shares According to the register of directors' shareholdings, particulars of interests of directors who held office at the end of the financial year in the shares and options over shares in the Company and its related corporations were as follows:

Number of ordinary shares of RM1 each At 1.1.2008 Acquired Sold At 31.12.2008

Shares in the Company held by: Dato' Khalid bin Haji Ismail 8,000 0 0 8,000

Number of ordinary shares At 1.1.2008/ date of appointment*

Acquired

Sold

At 31.12.2008

Shares in Jardine Cycle & Carriage Limited ("JCCL") held by: Cheah Kim Teck Ho Yeng Tat 19,681 50,528* 508 11,305 0 (10,000) 20,189 51,833

Cycle & Carriage Bintang Berhad Annual Report 2008

021

Directors' report

Directors' Interests in Shares (continued)

Options over ordinary shares At 1.1.2008/ date of appointment*

Granted

Exercised

At 31.12.2008

Options in JCCL held by: Ho Yeng Tat

30,000*

0

(10,000)

20,000

Number of ordinary shares of US$0.25 each At 1.1.2008 Acquired Sold At 31.12.2008

Shares in Jardine Matheson Holdings Limited ("JMHL") held by: Benjamin William Keswick Benjamin William Keswick # Dato' Khalid bin Haji Ismail #

Deemed interest in shares held by family trusts in which Benjamin William Keswick is a beneficiary.

1,978,037 36,005,365 15,000

337,606 2,388,558 0

0 2,315,643 (890,698) 37,503,225 0 15,000

At 31 December 2008, Benjamin William Keswick and Dato' Khalid bin Haji Ismail had deemed interests in 35,915,991 ordinary shares in JMHL as discretionary objects under the 1947 Trust, the income of which is available for distribution to senior executive officers and employees of JMHL and its wholly owned subsidiaries.

Options over ordinary shares of US$0.25 each At 1.1.2008/ date of appointment*

Granted

Exercised

At 31.12.2008

Options in JMHL held by: Benjamin William Keswick Chiew Sin Cheok

300,000 20,000*

0 0

0 0

300,000 20,000

Number of ordinary shares of £0.05 each At 1.1.2008 Acquired Sold At 31.12.2008

Shares in Jardine Lloyd Thompson Group Plc held by: Benjamin William Keswick

1,349

0

0

1,349

None of the other directors held any interest in shares in the Company or its related corporations either at the beginning or end of the financial year.

022

Cycle & Carriage Bintang Berhad Annual Report 2008

Statutory Information on the Financial Statements Before the income statements and balance sheets were made out, the directors took reasonable steps: (a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and (b) to ensure that any current assets, which were unlikely to realise in the ordinary course of business their values as shown in the accounting records of the Group and of the Company had been written down to an amount which they might be expected so to realise. At the date of this report, the directors are not aware of any circumstances: (a) which would render the amounts written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; or (b) which would render the values attributed to current assets in the financial statements of the Group and of the Company misleading; or (c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate. 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 or of the Company to meet their obligations when they fall due. At the date of this report, there does not exist: (a) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which secures the liability of any other person; or (b) any contingent liability of the Group or of the Company which has arisen since the end of the financial year. 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 which would render any amount stated in the financial statements misleading. In the opinion of the directors, (a) the results of the Group's and of the Company's operations during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature other than items disclosed in Note 7, Note 8 and Note 15 to the financial statements; and (b) 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 or of the Company for the financial year in which this report is made. Ultimate Holding Company The directors regard Jardine Matheson Holdings Limited, a company incorporated in Bermuda, as the Company's ultimate holding company. Auditors The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office. Signed on behalf of the Board of Directors in accordance with their resolution dated 24 February 2009.

Benjamin William Keswick Director

Vimala A/p V.r. Menon Director

Cycle & Carriage Bintang Berhad Annual Report 2008

023

stAteMent By Directors

Pursuant to Section 169(15) of the Companies Act, 1965

We, Benjamin William Keswick and Vimala A/P V.R. Menon, two of the directors of Cycle & Carriage Bintang Berhad, state that, in the opinion of the directors, the financial statements set out on pages 26 to 67 are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2008 and of the results and cash flows of the Group and of the Company for the financial year ended on that date in accordance with the MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities and the provisions of the Companies Act, 1965. Signed on behalf of the Board of Directors in accordance with their resolution dated 24 February 2009.

Benjamin William Keswick Director

Vimala A/p V.r. Menon Director

stAtutory DeclArAtion

Pursuant to Section 169(16) of the Companies Act, 1965

I, Wong Yee Ying, the officer primarily responsible for the financial management of Cycle & Carriage Bintang Berhad, do solemnly and sincerely declare that the financial statements set out on pages 26 to 67 are, in my opinion, correct, and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.

Wong yee ying Subscribed and solemnly declared by the abovenamed Wong Yee Ying. At: Kuala Lumpur On: 24 February 2009 Before me:

Commissioner for Oaths

024

Cycle & Carriage Bintang Berhad Annual Report 2008

inDepenDent AuDitors' report

To the Members of Cycle & Carriage Bintang Berhad (Company No. 7378 D) Report on the Financial Statements We have audited the financial statements of Cycle & Carriage Bintang Berhad, which comprise the balance sheets as at 31 December 2008 of the Group and of the Company, and the income statements, statements of changes in equity and cash flow statements of the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 26 to 67. Directors' Responsibility for the Financial Statements The Directors of the Company are responsible for the preparation and fair presentation of these financial statements in accordance with MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities and the Companies Act 1965. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditors' Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 judgment, 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 and fair presentation of the financial statements 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. Opinion In our opinion, the financial statements have been properly drawn up in accordance with MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities and the Companies Act 1965 so as to give a true and fair view of the financial position of the Group and of the Company as of 31 December 2008 and of their financial performance and cash flows for the financial year then ended. Report on Other Legal and Regulatory Requirements 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 are satisfied that the accounts 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 financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes. (c) Our audit reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act. Other Matters 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.

pricewaterhousecoopers (No. AF: 1146) Chartered Accountants Kuala Lumpur 24 February 2009

Mohammad Faiz bin Mohammad Azmi (No. 2025/03/10 (J)) Chartered Accountant

Cycle & Carriage Bintang Berhad Annual Report 2008

025

consoliDAteD incoMe stAteMent

For the financial year ended 31 December 2008

Note 2008 RM'000 2007 RM'000

CONtINUING OPERAtIONS REVENUE Cost of sales Gross profit Other operating income ­ gain on disposal of properties ­ income from investment ­ others Selling and distribution costs Administrative expenses Other operating expenses OPERATING PROFIT FINANCE COST ­ interest expense on borrowings SHARE OF PROFIT OF AN ASSOCIATED COMPANY PROFIT BEFORE TAX TAX EXPENSE PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS DISCONtINUED OPERAtIONS PROFIT/(LOSS) FOR THE YEAR FROM DISCONTINUED OPERATIONS PROFIT FOR THE YEAR PROFIT ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY Basic earnings per share attributable to the equity holders of the Company (sen): ­ profit for the year from continuing operations ­ profit for the year

The accounting policies on pages 34 to 39 and the notes on pages 40 to 67 form an integral part of these financial statements.

4

513,090 (452,246) 60,844

516,245 (455,881) 60,364

28

12,460 29,943 7,611 (39,759) (14,945) (8,245) 47,909 (719) 127 47,317

1,029 15,174 5,615 (29,411) (19,817) (1,088) 31,866 (4,156) 17 27,727 (3,669) 24,058

6

(688) 46,629

7 8

156 46,785 46,785

(16,614) 7,444 7,444

10 10

46.3 46.4

23.9 7.4

026

Cycle & Carriage Bintang Berhad Annual Report 2008

consoliDAteD BAlAnce sheet

As at 31 December 2008

Note 2008 RM'000 2007 RM'000

NON-CURRENT ASSETS Property, plant and equipment Leasehold land use rights Investment in an associated company Investment in unquoted shares Deferred tax assets

11 12 14 & 27 15 16

73,224 11,618 204 66,003 2,608 153,657

88,505 11,845 527 66,003 128 167,008

CURRENT ASSETS Inventories Tax recoverable Trade and other receivables Bank balances and deposits Non-current assets held for sale TOTAL ASSETS NON-CURRENT LIABILITY Deferred tax liabilities CURRENT LIABILITIES Provisions for liabilities and charges Trade and other payables Borrowings (unsecured) TOTAL LIABILITIES NET ASSETS EQUITY CAPITAL AND RESERVES ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY Share capital Share premium Revaluation reserve Retained profits TOTAL EQUITY

The accounting policies on pages 34 to 39 and the notes on pages 40 to 67 form an integral part of these financial statements.

17 18 20 7

62,179 1,143 60,445 58,766 182,533 250 182,783 336,440

110,099 2,103 88,783 14,459 215,444 10,332 225,776 392,784

16

0

1,325

21 22 23

1,391 106,832 0 108,223 108,223 228,217

2,968 41,921 59,000 103,889 105,214 287,570

24

100,745 23,857 8,463 95,152 228,217

100,745 23,857 12,433 150,535 287,570

Cycle & Carriage Bintang Berhad Annual Report 2008

027

consoliDAteD stAteMent oF chAnges in equity

For the financial year ended 31 December 2008

Attributable to equity holders of the Company Issued and fully paid ordinary shares of RM1 each Number of shares '000 Nominal value RM'000 Share premium RM'000 Revaluation reserve RM'000 Retained profits RM'000 total RM'000

At 1 January 2008 Share of exchange difference arising on consolidation Revaluation surplus on property, plant and equipment during the financial year Realisation of revaluation surplus on disposal of property, plant and equipment (Loss)/income recognised directly in equity Profit for the year Total (loss)/income for the year Dividends for the financial year ended: ­ 31 December 2007 ­ 31 December 2008 At 31 December 2008

100,745 0 0 0 0 0 0

100,745 0 0 0 0 0 0

23,857 0 0 0 0 0 0

12,433 0 1,962 (5,932) (3,970) 0 (3,970)

150,535 (1) 0 5,932 5,931 46,785 52,716

287,570 (1) 1,962 0 1,961 46,785 48,746

0 0 100,745

0 0 100,745

0 0 23,857

0 0 8,463

(3,728) (104,371) 95,152

(3,728) (104,371) 228,217

Attributable to equity holders of the Company Issued and fully paid ordinary shares of RM1 each Number of shares '000 Nominal value RM'000 Share premium RM'000 Revaluation reserve RM'000 Retained profits RM'000 total RM'000

At 1 January 2007 Deferred tax liability no longer required in view of the Real Property Gains Tax exemption Revaluation deficit on property, plant and equipment during the financial year Realisation of revaluation surplus on disposal of property, plant and equipment (Loss)/income recognised directly in equity Profit for the year Total (loss)/income for the year Dividends for the financial year ended: ­ 31 December 2006 ­ 31 December 2007 At 31 December 2007

100,745 0 0 0 0 0 0

100,745 0 0 0 0 0 0

23,857 0 0 0 0 0 0

12,627 600 (423) (371) (194) 0 (194)

150,074 0 0 371 371 7,444 7,815

287,303 600 (423) 0 177 7,444 7,621

0 0 100,745

0 0 100,745

0 0 23,857

0 0 12,433

(3,677) (3,677) 150,535

(3,677) (3,677) 287,570

The accounting policies on pages 34 to 39 and the notes on pages 40 to 67 form an integral part of these financial statements.

028

Cycle & Carriage Bintang Berhad Annual Report 2008

consoliDAteD cAsh FloW stAteMent

For the financial year ended 31 December 2008

Note 2008 RM'000 2007 RM'000

OPERATING ACTIVITIES Net cash flow from operations Interest paid Interest received Taxation refunded/(paid) Retrenchment/voluntary separation benefits paid Warranty and other provisions utilised Net cash flow from operating activities INVESTING ACTIVITIES Proceeds from disposal of property, plant and equipment Proceeds from disposal of short term investment Purchase of property, plant and equipment Interim capital distribution from an associated company Proceeds from disposal of subsidiaries Income from investment Net cash flow from investing activities FINANCING ACTIVITIES Revolving credits and bankers acceptance Dividends paid Net cash flow from financing activities NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS DURING THE FINANCIAL YEAR CASH AND CASH EQUIVALENTS AT BEGINNING OF FINANCIAL YEAR CASH AND CASH EQUIVALENTS AT END OF FINANCIAL YEAR

The accounting policies on pages 34 to 39 and the notes on pages 40 to 67 form an integral part of these financial statements.

26

126,674 (1,324) 1,301 145 (5,971) (256) (6,105) 120,569

74,461 (4,423) 368 (429) (1,002) (537) (6,023) 68,438

33,131 0 (5,389) 450 23,181 29,943 81,316

5,260 2,020 (8,467) 560 0 11,229 10,602

(49,479) (108,099) (157,578) 44,307 14,459 58,766

(81,000) (7,354) (88,354) (9,314) 23,773 14,459

20

Cycle & Carriage Bintang Berhad Annual Report 2008

029

coMpAny incoMe stAteMent

For the financial year ended 31 December 2008

Note 2008 RM'000 2007 RM'000

CONtINUING OPERAtIONS REVENUE Cost of sales Gross profit Other operating income ­ gain on disposal of properties ­ income from investment ­ dividend income from subsidiary companies ­ others Selling and distribution costs Administrative expenses Other operating expenses OPERATING PROFIT FINANCE COST ­ interest expense on borrowings PROFIT BEFORE TAX TAX EXPENSE PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS DISCONtINUED OPERAtIONS LOSS FOR THE YEAR FROM DISCONTINUED OPERATIONS PROFIT FOR THE YEAR

The accounting policies on pages 34 to 39 and the notes on pages 40 to 67 form an integral part of these financial statements.

4

453,244 (400,184) 53,060

455,347 (402,624) 52,723

28

12,460 29,943 0 7,415 (36,175) (12,761) (11,221) 42,721 (719) 42,002

1,029 15,174 6,864 5,156 (26,595) (17,926) (4,728) 31,697 (4,156) 27,541 (5,200) 22,341

6

(366) 41,636

7 8

(652) 40,984

(4,406) 17,935

030

Cycle & Carriage Bintang Berhad Annual Report 2008

coMpAny BAlAnce sheet

As at 31 December 2008

Note 2008 RM'000 2007 RM'000

NON-CURRENT ASSETS Property, plant and equipment Leasehold land use rights Investments in subsidiary companies Investment in an associated company Investment in unquoted shares Deferred tax assets

11 12 13 & 27 14 & 27 15 16

72,707 13,473 31,654 0 66,003 2,461 186,298

86,105 13,700 32,045 257 66,003 0 198,110

CURRENT ASSETS Inventories Tax recoverable Trade and other receivables Amounts due from subsidiary companies Bank balances and deposits Non-current assets held for sale TOTAL ASSETS NON-CURRENT LIABILITY Deferred tax liabilities CURRENT LIABILITIES Provisions for liabilities and charges Trade and other payables Amounts due to subsidiary companies Borrowings (unsecured) TOTAL LIABILITIES NET ASSETS EQUITY CAPITAL AND RESERVES ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY Share capital Share premium Revaluation reserve Retained profits TOTAL EQUITY

The accounting policies on pages 34 to 39 and the notes on pages 40 to 67 form an integral part of these financial statements.

17 18 19 20 7

57,230 1,141 55,530 386 56,322 170,609 250 170,859 357,157

80,027 1,177 68,765 37,916 10,816 198,701 10,332 209,033 407,143

16

0

1,317

21 22 19 23

1,259 99,104 33,434 0 133,797 133,797 223,360

2,767 34,685 20,861 59,000 117,313 118,630 288,513

24

25

100,745 23,857 7,446 91,312 223,360

100,745 23,857 11,416 152,495 288,513

Cycle & Carriage Bintang Berhad Annual Report 2008

031

coMpAny stAteMent oF chAnges in equity

For the financial year ended 31 December 2008

Attributable to equity holders of the Company Issued and fully paid ordinary shares of RM1 each Number of shares '000 Nominal value RM'000

Non-Distributable Share premium RM'000 Revaluation reserve RM'000

Distributable Retained profits RM'000 total RM'000

At 1 January 2008 Revaluation surplus on property, plant and equipment during the financial year Realisation of revaluation surplus on disposal of property, plant and equipment (Loss)/income recognised directly in equity Profit for the year Total (loss)/income for the year Dividends for the financial year ended: ­ 31 December 2007 ­ 31 December 2008 At 31 December 2008

100,745 0 0 0 0 0

100,745 0 0 0 0 0

23,857 0 0 0 0 0

11,416 1,962 (5,932) (3,970) 0 (3,970)

152,495 0 5,932 5,932 40,984 46,916

288,513 1,962 0 1,962 40,984 42,946

0 0 100,745

0 0 100,745

0 0 23,857

0 0 7,446

(3,728) (104,371) 91,312

(3,728) (104,371) 223,360

Attributable to equity holders of the Company Issued and fully paid ordinary shares of RM1 each Number of shares '000 Nominal value RM'000

Non-Distributable Share premium RM'000 Revaluation reserve RM'000

Distributable Retained profits RM'000 total RM'000

At 1 January 2007 Deferred tax liabilities no longer required in view of the Real Property Gains Tax exemption Revaluation deficit on property, plant and equipment during the financial year Realisation of revaluation surplus on disposal of property, plant and equipment (Loss)/income recognised directly in equity Profit for the year Total (loss)/income for the year Dividends for the financial year ended: ­ 31 December 2006 ­ 31 December 2007 At 31 December 2007

100,745 0 0 0 0 0 0

100,745 0 0 0 0 0 0

23,857 0 0 0 0 0 0

11,660 550 (423) (371) (244) 0 (244)

141,543 0 0 371 371 17,935 18,306

277,805 550 (423) 0 127 17,935 18,062

0 0 100,745

0 0 100,745

0 0 23,857

0 0 11,416

(3,677) (3,677) 152,495

(3,677) (3,677) 288,513

The accounting policies on pages 34 to 39 and the notes on pages 40 to 67 form an integral part of these financial statements.

032

Cycle & Carriage Bintang Berhad Annual Report 2008

coMpAny cAsh FloW stAteMent

For the financial year ended 31 December 2008

Note 2008 RM'000 2007 RM'000

OPERATING ACTIVITIES Net cash flow from operations Interest paid Interest received Taxation paid Retrenchment/voluntary separation benefits paid Warranty and other provisions utilised Net cash flow from operating activities INVESTING ACTIVITIES Proceeds from disposal of property, plant and equipment Proceeds from disposal of short term investment Purchase of property, plant and equipment Proceeds from disposal of subsidiaries Interim capital distribution from an associated company Income from investment Net cash flow from investing activities FINANCING ACTIVITIES Revolving credits and bankers acceptance Dividends paid Net cash flow from financing activities NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS DURING THE FINANCIAL YEAR CASH AND CASH EQUIVALENTS AT BEGINNING OF FINANCIAL YEAR CASH AND CASH EQUIVALENTS AT END OF FINANCIAL YEAR

The accounting policies on pages 34 to 39 and the notes on pages 40 to 67 form an integral part of these financial statements.

26

158,261 (1,273) 1,301 (203) (5,971) (250) (6,396) 151,865

68,098 (4,423) 368 (565) 0 (424) (5,044) 63,054

31,972 0 (2,315) 690 450 29,943 60,740

4,952 2,020 (7,248) 0 560 16,240 16,524

(59,000) (108,099) (167,099) 45,506 10,816 56,322

(81,000) (7,354) (88,354) (8,776) 19,592 10,816

20

Cycle & Carriage Bintang Berhad Annual Report 2008

033

suMMAry oF signiFicAnt Accounting policies

For the financial year ended 31 December 2008

Unless otherwise stated, the following accounting policies have been applied consistently to all the years presented in dealing with items which are considered material in relation to the financial statements. A Basis of Preparation The consolidated financial statements have been prepared in accordance with the provisions of the Companies Act, 1965 and Financial Reporting Standards, the MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities. The consolidated financial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies below. The preparation of financial statements in conformity with the Financial Reporting Standards and the provisions of the Companies Act, 1965 requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. Although these estimates and judgement are based on the directors' best knowledge of current events and actions, actual results could differ from these estimates. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 3. (a) Standards, amendments to published standards and interpretations that applicable to the Group and are effective Accounting policies adopted by the Group and the Company have been applied consistently in dealing with items that are considered material in relation to the financial statements, unless otherwise stated. The following new and revised Financial Reporting Standards ("FRSs") that are relevant to the Group have been adopted during the financial year: · · · · · FRS FRS FRS FRS FRS 107 ­ Cash Flow Statement. 112 ­ Income Taxes. 118 ­ Revenue. 134 ­ Interim Financial Reporting. 137 ­ Provisions, Contingent Liabilities and Contingent Assets.

The adoption of the above FRSs did not result in substantial changes to the Group's accounting policies. (b) Standards, amendments to published standards and interpretations that are effective but not applicable to the Group · · · · · · · · · FRS 111 ­ Construction Contracts. FRS 120 ­ Accounting for Government Grants and Disclosure of Government Assistance. Amendment to FRS 121 the Effects of Changes in Foreign Exchange Rates ­ Net Investment in Foreign Operation. IC Interpretation 1 ­ Changes in Existing Decommissioning, Restoration and Similar Liabilities. IC Interpretation 2 ­ Members' Shares in Co-operative Entities and Similar Instruments. IC Interpretation 5 ­ Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds. IC Interpretation 6 ­ Liabilities arising from Participating in a Specific Market ­ Waste Electrical and Electronic Equipment. IC Interpretation 7 ­ Applying the Restatement Approach under FRS 129 (2004) Financial Reporting in Hyperinflationary Economies. IC Interpretation 8 ­ Scope of FRS 2.

(c) Standards, amendments to published standards and interpretations to existing standards that are not yet effective and have not been early adopted The new standards, amendments to published standards and interpretation that are mandatory for the Group's financial periods beginning on or after 1 January 2008, but which the Group has not early adopted, are as follows: · · · · · FRS 7 ­ Financial Instruments: Disclosures. FRS 8 ­ Operating Segments. FRS 139 ­ Financial Instruments: Recognition and Measurement. IC Interpretation 9 ­ Reassessment of Embedded Derivatives. IC Interpretation 10 ­ Interim Financial Reporting and Impairment.

(d) Standards, amendments to published standards and interpretation to existing standards that are not yet effective and not relevant for the Group's operations · FRS 4 ­ Insurance Contracts.

034

Cycle & Carriage Bintang Berhad Annual Report 2008

B

Basis of Consolidation The consolidated financial statements made up to 31 December include the audited financial statements of the Company and all its subsidiary companies. Subsidiary companies are consolidated from the date of acquisition up to the date of disposal using the acquisition method of accounting. All intercompany transactions, balances and unrealised surpluses and deficits on transactions between group companies have been eliminated. Where necessary, accounting policies for subsidiary companies have been changed to ensure consistency with the policies adopted by the Group.

C

Subsidiary Companies Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than 50% of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. Investments in subsidiary companies are stated in the financial statements of the Company at cost less allowance for any accumulated impairment losses. Impairment in value of an investment is recognised as an expense in the period in which the impairment is identified. A listing of the Group's subsidiary companies is set out in Note 27.

D

Associated Companies Associates are all entities over which the Group has significant influence, but no control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for in the consolidated financial statements using the equity method of accounting and are initially recorded at cost. The Group's investment in associates includes goodwill (net of any accumulated impairment losses) identified on acquisition. When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless the Group has incurred obligations or made payments on behalf of the associate. Significant unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the associate. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Adjustments have been made where necessary to ensure consistency with the policies adopted by the Group. The details of the Group's associated company are shown in Note 27.

E

Investments Marketable securities (within current asset) are carried at the lower of cost and market value determined on an aggregate portfolio basis by category of investment. Cost is derived at on the weighted average basis. Market value is calculated by reference to stock exchange quoted last transaction price at the close of business on the balance sheet date. Increases/decreases in the carrying amount of marketable securities are credited/charged to the income statement. Unquoted investments are stated at cost and provision for diminution in value is only made where in the opinion of the directors, there is a reduction in carrying amount which is other than a temporary decline. On disposal of an investment, the difference between the net disposal proceeds and its carrying amount is charged/credited to the income statement.

F

Goodwill Goodwill represents the excess of the cost of acquisition of subsidiaries and associates over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary/associate at the date of acquisition. Goodwill on acquisitions of associates is included in interest in associates while goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. The gains or losses on disposal of subsidiaries and associates includes the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. Each of those cash-generating units represents the Group's investment in each primary reporting segment.

Cycle & Carriage Bintang Berhad Annual Report 2008

035

suMMAry oF signiFicAnt Accounting policies

For the financial year ended 31 December 2008

G Property, Plant and Equipment Freehold land is stated at valuation. Freehold buildings and the building component of owner occupied leasehold properties are stated at valuation less accumulated depreciation and impairment losses where applicable. Independent valuations are performed every three years on an open market basis, and in the case of building component of leasehold properties, on the basis of depreciated replacement cost. Depreciated replacement cost is used as the most reliable basis of allocating open market value to the building component. In the intervening years, the directors review the carrying values and adjustment is made where there has been a material change. Any accumulated depreciation on the date of revaluation is eliminated against the gross carrying amount of the assets and the net amount is restated to the revalued amount of the assets. Revaluation surpluses and deficits are dealt in asset revaluation reserves, except for movements on individual properties below depreciated cost which are dealt with in the income statement. All other assets are stated at historical cost less depreciation and impairment losses. Freehold land is not depreciated. Buildings are depreciated using the straight line method over their estimated useful economic lives or the estimated remaining period of the lease, whichever is shorter. All other property, plant and equipment are depreciated on a straight line basis to write-off the cost of each asset to their residual values over their estimated useful lives at the following annual rates: Buildings Plant and machinery Motor vehicles, equipment and fixtures Depreciation on assets under construction commences when the assets are ready for their intended use. The residual value, useful lives and depreciation method of property, plant and equipment are reviewed at each balance sheet date. An asset's carrying amount is written down immediately to its recoverable amount if the asset carrying amount is greater than its estimated recoverable amount. On disposal of property, plant and equipment, the difference between the net disposal proceeds and the carrying amount is credited or charged to the income statement in determining profit from operations. The revaluation surplus on land and buildings is transferred directly to retained earnings on sale of the property. H Leasehold Land Use Rights Leasehold land use rights are payments to acquire long term interests in owner-occupied property. Leasehold land use rights acquired by way of a business combination are measured at their fair values at the acquisition date. For subsequent measurement, leasehold land use rights are amortised over the useful life of the lease which includes the renewal period if the lease can be renewed without significant cost. The estimated useful lives range from 61 to 91 years. I Investment Properties Properties held for long-term rental yields and capital appreciation are classified as investment properties. Investment properties are stated at fair value, determined annually by independent professionally qualified valuers on an open market basis. Fair value is based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. The changes in fair values of investment properties are recorded in the income statement as part of other operating incomes/expenses. When investment properties meet the definition of assets held for sale per FRS 5, the Company reclassified these investment properties from non-current assets to current assets as per Accounting Policy J below. The investment properties reclassified as noncurrent assets held for sale continues to be measured at its fair value at each balance sheet date as required by FRS 5. On disposal of an investment property, or when it is permanently withdrawn from use and no future economic benefits are expected from its disposal, it shall be derecognised. The difference between the net disposal proceeds and the carrying amount is recognised in profit or loss in the period of retirement or disposal. J Non-current Assets (or Disposal Groups) Classified as Held for Sale Non-current assets (or disposal groups) are classified as assets held for sale and stated at the lower of carrying amount and fair value less costs to sell if their carrying amount is recovered principally through a sale transaction rather than through a continuing use. The Group adopted FRS 5 from 1 January 2007 retrospectively. The non-current assets (or disposal groups) held for sale were previously neither classified nor presented as current assets or liabilities. Such non-current assets (or disposal groups) were not previously measured differently from other assets and liabilities. 31/3% ­ 20% 14% ­ 33% 10% ­ 33%

036

Cycle & Carriage Bintang Berhad Annual Report 2008

K

Impairment of Assets Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events of changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial asset other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. The impairment loss is charged to the income statement unless it reverses a previous revaluation in which case it is charged to the revaluation surplus. Impairment loss on goodwill is not reversed. In respect of other assets, any subsequent increase in recoverable amount is recognised in the income statement unless it reverses an impairment loss on a revalued asset in which case it is taken to revaluation surplus.

L

Operating Leases Accounting by lessee Leases of assets where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on the straight line basis over the lease period.

M

Inventories Inventories are valued at the lower of cost and net realisable value. Cost is generally determined using the first in, first out method except for spare parts, where cost is determined on the weighted average method. Work-in-progress and cost of locally assembled vehicles include direct materials, labour and an appropriate proportion of production overheads. Net realisable value is the estimate of the selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. Allowances are made where necessary for obsolete, slow-moving and defective stocks.

N

trade Receivables Trade receivables are carried at anticipated realisable value. Bad debts are written off when it is established that they are irrecoverable.

O

Income taxes Current tax expense is provided based on the tax payable on the income for the financial year that is chargeable to tax. Deferred income tax is recognised in full, using the liability method, on temporary differences arising between the amounts attributed to assets and liabilities for tax purposes and their carrying amounts in the financial statements. The principal temporary differences arise from depreciation on property, plant and equipment, revenue received in advance, impairment of assets, revaluations of certain non-current assets, provisions for pensions and other post-retirement benefits, and tax losses carried forward; and in relation to acquisitions, on the difference between the fair values of the net assets acquired and their tax bases. Deferred tax assets are recognised for temporary differences which will result in deductible amounts in future periods, carry-forward of unused tax losses and tax credits but only to the extent that it is probable that taxable profit will be available against which these temporary differences, losses or tax credits can be utilised. Deferred tax is recognised on temporary differences arising on investments in subsidiaries, associated companies and joint ventures except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

P

Foreign Currencies (a) Functional and presentation currency The financial statements are presented in Ringgit Malaysia, which is the Company's functional and presentation currency. (b) transactions and balances Foreign currency monetary assets and liabilities have been converted into Ringgit Malaysia at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies have been converted at rates ruling at the transaction dates. Exchange differences arising from the settlement of foreign currency transactions and from the translation of foreign currency monetary assets and liabilities are included in the income statements.

Cycle & Carriage Bintang Berhad Annual Report 2008

037

suMMAry oF signiFicAnt Accounting policies

For the financial year ended 31 December 2008

Q Revenue Recognition Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group's activities. Revenue is shown net of sales and service taxes, excise duties, and is stated net of discounts and after eliminating sales within the Group. The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity. Interest income and return on investment are recognised in the income statement on a time-proportion basis unless collection is in doubt. Dividend income is recognised when the Group's right to receive payment is established. R Cash and Cash Equivalents For the purposes of the cash flow statement, cash and cash equivalents comprise cash in hand, deposits held at call with banks and short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet. S Share Capital (1) Classification Ordinary shares are classified as equity. (2) Dividends Interim dividends are accounted for in shareholders' equity as an appropriation of retained earnings in the period in which they are declared whilst final dividends are accounted for when approved by shareholders at the Annual General Meeting. t Employee Benefits (1) Short term employee benefits Wages, salaries, paid annual leave and sick leave, bonuses, and non-monetary benefits are accrued in the period in which the associated services are rendered by employees of the Group. (2) Defined contribution plan The Group's contributions to the Employees' Provident Fund, a defined contribution plan regulated and managed by the government, are charged to the income statement in the period to which they relate. Once the contributions have been paid, the Group has no further financial obligations. (3) termination benefits Termination benefits are payable whenever an employee's employment is terminated before the normal retirement date or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminate the employment of current employees according to a detailed formal plan without possibility of withdrawal or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after balance sheet date are discounted to present value. U Financial Instruments (1) Description A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a financial liability or equity instrument of another enterprise. A financial asset is any asset that is cash, a contractual right to receive cash or another financial asset from another enterprise, a contractual right to exchange financial instruments with another enterprise under conditions that are potentially favourable, or an equity instrument of another enterprise. A financial liability is any liability that is a contractual obligation to deliver cash or another financial asset to another enterprise, or to exchange financial instruments with another enterprise, or to exchange financial instruments with another enterprise under conditions that are potentially unfavourable.

038

Cycle & Carriage Bintang Berhad Annual Report 2008

U

Financial Instruments (continued) (2) Financial instruments recognised on the balance sheet Financial instruments carried on the balance sheet include cash and bank balances, receivables, investments, payables and borrowings. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item. (3) Financial instruments not recognised on the balance sheet The Group and the Company are also parties to financial instruments that reduce exposure to fluctuations in foreign currency exchange. These instruments, which mainly comprise foreign currency forward contracts, are not recognised in the financial statements on inception. The Group and the Company entered into foreign currency forward contracts to protect the Group from movements in exchange rates by establishing the rate at which a foreign currency asset or liability will be settled. Any increase or decrease in the amount required to settle the asset or liability is offset by a corresponding movement in the value of the foreign currency forward contract. The gains and losses are therefore offset for financial reporting purposes and are not recognised in the financial statements. (4) Fair value estimation for disclosure purposes The fair value of publicly traded investments is based on quoted market prices at the balance sheet date. The fair value of forward foreign exchange contracts is determined using forward exchange market rates at the balance sheet date. In assessing the fair value of other financial instruments, the Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Estimated discounted value of future cash flows are used to determine fair value for investment in unquoted shares. The face values of financial assets (less any estimated credit adjustments) and financial liabilities with a maturity period of less than one year are assumed to approximate their fair values. The fair value of financial assets and liabilities with a maturity period of more than one year are disclosed in the notes to the financial statement.

V

Segment Reporting Business segments provide products or services that are subject to risks and returns that are different from those of other business segments. Geographical segments provide products or services within a particular economic environment that is subject to risks and returns that are different from those components operating in other economic environments. Segment revenue, expense, assets and liabilities are those amounts resulting from the operating activities of a segment that are directly attributable to the segment and the relevant portion that can be allocated on a reasonable basis to the segment. Segment revenue, expense, assets and segment liabilities are determined before intragroup balances and intragroup transactions are eliminated as part of the consolidation process, except to the extent that such intragroup balances and transactions are between group enterprises within a single segment.

W

Provisions Provisions for service and warranty, retrenchment benefit and legal claims are recognised when: the Group has a present legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessment of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.

X

Borrowings Borrowings are initially recognised based on the proceeds received, net of transaction costs incurred. In subsequent periods, borrowings are stated at amortised cost using the effective yield method; any difference between proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings. Borrowings are classified as current liabilities unless they are due at least 12 months after the balance sheet date.

Cycle & Carriage Bintang Berhad Annual Report 2008

039

notes to the FinAnciAl stAteMents

For the financial year ended 31 December 2008

1 General Information The principal activities of the Group and of the Company consist of the retailing of motor vehicles, sales of spare parts and servicing of vehicles. During the financial year, the Group disposed of its entire equity interests in the Mazda and Parts & Trucks businesses. The ultimate holding company of the Company is Jardine Matheson Holdings Limited, a company incorporated in Bermuda. The holding company of the Company is Jardine Cycle & Carriage Limited, a company incorporated in Singapore. The Company is a limited liability company, incorporated and domiciled in Malaysia and listed on the Main Board of Bursa Malaysia Securities Berhad. The address of the registered office of the Company is as follows: Level 18, The Gardens North Tower Mid Valley City Lingkaran Syed Putra 59200 Kuala Lumpur The address of the principal place of business of the Company is as follows: Lot 19, Jalan 51A/219 46100 Petaling Jaya Selangor Darul Ehsan 2 Financial Risk Management Objectives and Policies The Group's activities expose it to a variety of financial risks, including interest rate risk, credit risk, liquidity and cash flow risk. The Group's overall financial risk management objective is to ensure that the Group creates value for its shareholders. Financial risk management is carried out through risk reviews, internal control systems and adherence to Group financial risk management policies. The Board regularly reviews these risks and approves the treasury policies, which covers the management of these risks. Interest rate risk The Group is exposed to interest rate risk through the impact of rate changes on interest bearing borrowings. The risk is mitigated by entering into interest rate cap contracts. Credit risk Credit risk arises when sales are made on deferred credit terms. The Group has no significant concentrations of credit risk. The Group seeks to control credit risk by setting counterparty limits and ensuring that sales of products and services are made to customers with an appropriate credit worthiness. Liquidity and cash flow risk The Group adopts prudent liquidity risk management by maintaining sufficient cash and an adequate amount of available committed credit facilities. 3 Critical Accounting Estimates and Judgement Estimates and judgements used in preparing the financial statements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant effect on the carrying amounts of assets and liabilities are discussed below. (a) Service and warranty The Group and the Company provide servicing and warranties on vehicles sold under specific warranty terms. A provision is made for expected warranty claims based on past service histories or potential obligation to maintain brand image. Factors that could impact the estimated warranty claim include the quality of the products distributed, as well as parts and labour costs.

040

Cycle & Carriage Bintang Berhad Annual Report 2008

3

Critical Accounting Estimates and Judgement (continued) (b) Income taxes Significant judgement is required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. Recognition of the deferred tax assets, which principally relate to tax losses, depends on the management's expectation of future taxable profit that will be available against which the tax losses can be utilised. The outcome of their actual utilisation may be different. (c) Write-down of inventories The Group and the Company provide for write-down of inventories based on the estimated net realisable value of the inventories as at the balance sheet date. When the inventories are finally disposed of, the net realisable value may vary according to the market condition at the time of sale.

4

Revenue Revenue of the Group and of the Company comprise sales of motor vehicles, spare parts and servicing of motor vehicles, excluding sales and service taxes, excise duties and net of discounts.

2008 RM'000 Group 2007 RM'000 Company 2008 2007 RM'000 RM'000

Sales of motor vehicles and spare parts Servicing of motor vehicles

489,533 23,557 513,090

490,395 25,850 516,245

432,462 20,782 453,244

432,695 22,652 455,347

5

Directors' Remuneration The directors of the Company in office during the financial year were as follows: Non-executive Directors Benjamin William Keswick Dato' Khalid bin Haji Ismail Tan Sri Dato' Sulaiman bin Sujak Cheah Kim Teck Vimala A/P V.R. Menon Chiew Sin Cheok (Alternate director to Benjamin William Keswick) Ho Yeng Tat (Alternate director to Cheah Kim Teck) Mohkam Singh A/L Tara Singh (Alternate director to Dato' Khalid bin Haji Ismail) Tan Sri Samsudin bin Osman Datuk Hassan Abas Tan Sri Abdul Rashid Hussain Dato' Kamaruddin bin Mahmood Syed Zaid bin Syed Jaffar Albar Executive Director Steven Gareth Foster (resigned on 18.7.2008)

(appointed on 26.4.2008) (appointed on 26.4.2008) (appointed on 26.4.2008) (appointed on 26.4.2008) (retired (retired (retired (retired (retired

on on on on on 25.4.2008) 25.4.2008) 25.4.2008) 25.4.2008) 25.4.2008)

Cycle & Carriage Bintang Berhad Annual Report 2008

041

notes to the FinAnciAl stAteMents

For the financial year ended 31 December 2008 5 Directors' Remuneration (continued) The aggregate amount of emoluments receivable by directors of the Company during the year was as follows:

Group and Company 2008 2007 RM'000 RM'000

Non-executive Directors: ­ fees ­ estimated money value of benefits-in-kind Executive Director: ­ salaries and bonus ­ estimated money value of benefits-in-kind ­ defined contribution retirement plan @

#

429 0

599 29

@

1,450 120 73 2,072

2,000 200 97 2,925

#

The amounts include estimated money value of benefits-in-kind of Nil (2007: RM29,000) in relation to the former Chairman of the Group and of the Company, Tan Sri Abdul Halim bin Ali from 1 January 2007 to 10 May 2007 and Tan Sri Samsudin bin Osman from 11 May 2007 to 31 December 2007. The amounts include amount payable to Jardine Matheson & Co., Ltd and Jardine Cycle & Carriage Limited of RM135,000 (2007: RM262,000).

@

6

tax Expense

2008 RM'000

Group

2007 RM'000

Company 2008 2007 RM'000 RM'000

Continuing Operations Current tax Deferred tax 4,533 (3,845) 688 4,066 (397) 3,669 4,184 (3,818) 366 5,601 (401) 5,200

Discontinued Operations Current tax Deferred tax

106 0 106

(215) 112 (103)

0 0 0

0 0 0

Continuing Operations Current tax: ­ current year ­ benefit from utilisation of tax losses on Group relief ­ benefit from previously unrecognised temporary differences and tax losses ­ (over)/under accrual in prior years (net) Deferred tax: ­ origination and reversal of temporary differences ­ write-down of deferred tax assets

4,699 0 (2) (164)

4,606 (629) 0 89

4,284 0 0 (100)

6,146 (629) 0 84

(3,845) 0 688

(401) 4 3,669

(3,818) 0 366

(401) 0 5,200

042

Cycle & Carriage Bintang Berhad Annual Report 2008

6

tax Expense (continued)

2008 RM'000

Group

2007 RM'000

Company 2008 2007 RM'000 RM'000

Discontinued Operations Current tax: ­ current year ­ benefit from previously unrecognised temporary differences and tax losses Deferred tax: ­ origination and reversal of temporary differences 106 0 0 (215) 0 0 0 0

0 106

112 (103)

0 0

0 0

The effective tax rates of the Group and of the Company differ from the prevailing statutory income tax rate of 26% (2007: 27%) due to the following:

2008 % Group 2007 % Company 2008 2007 % %

Malaysian tax rate Tax effects of: ­ expenses not deductible for tax purposes ­ current year's tax losses not recognised ­ utilisation of previously unrecognised temporary differences ­ current year's temporary differences not recognised ­ income not subject to tax ­ benefits from utilisation of tax losses on group relief Average effective tax rate

26 5 0 0 3 (32) 0 2

27 14 8 (22) 9 (4) 0 32

26 6 0 0 3 (34) 0 1

27 10 0 (10) 0 (2) (3) 22

Included in tax expense of the Group is tax savings amounting to Nil (2007: RM629,000) from utilisation of current year tax losses. 7 Discontinued Operations and Non-current Assets Held for Sale (I) Discontinued Operations

2008 RM'000 Group 2007 RM'000 Company 2008 2007 RM'000 RM'000

Discontinuance of the Mercedes-Benz wholesale business operation (Note 7(I)(a)) Discontinuance of the assembly operation (Note 7(I)(b)) Discontinuance of the Peugeot business operation (Note 7(I)(c)) Discontinuance of the Mazda business operation (Note 7(I)(d)) Discontinuance of the Parts & Truck business operations (Note 7(I)(e)) Profit/(loss) for the year from discontinued operations (a) Discontinued Mercedes-Benz Wholesale Business Operation

(1,100) (6) 780 963 (481) 156

(2,665) (15) (6,310) (2,774) (4,850) (16,614)

(1,100) 0 0 448 0 (652)

(2,665) 0 0 (1,741) 0 (4,406)

On 9 December 2003, the Company entered into a joint-venture agreement with Daimler AG ("DAG"), formerly known as DaimlerChrysler AG to set up a joint venture company, Mercedes-Benz Malaysia Sdn Bhd ("MBM"), formerly known as DaimlerChrysler Malaysia Sdn Bhd, for the following: purchase of and import into Malaysia of completely-built-up, completely-knocked-down and semi-knocked-down motor vehicles; (ii) local assembly of motor vehicles; (iii) distribution of motor vehicles and spare parts; and (iv) responsibility for and performance of after sales service. (i)

Cycle & Carriage Bintang Berhad Annual Report 2008

043

notes to the FinAnciAl stAteMents

For the financial year ended 31 December 2008 7 Discontinued Operations and Non-current Assets Held for Sale (continued) (I) Discontinued Operations (continued) (a) Discontinued Mercedes-Benz Wholesale Business Operation (continued) The Agency Agreement dated 30 October 1974 between Mercedes-Benz AG, the legal predecessor of DAG and the Company was terminated as a result of the above joint-venture agreement. The Company was thereafter appointed as a major dealer of MBM. The Company ceased to have the rights to the Mercedes-Benz wholesale business with effect from 1 January 2003. The discontinuance of the wholesale business affects the automobile industry business segment. The results attributable to the discontinued Mercedes-Benz wholesale business operation during the financial year were as follows:

2008 RM'000 Group 2007 RM'000 Company 2008 2007 RM'000 RM'000

Revenue Expenses excluding tax Loss before tax Tax expense Loss after tax

0 (1,100) (1,100) 0 (1,100)

0 (2,665) (2,665) 0 (2,665)

0 (1,100) (1,100) 0 (1,100)

0 (2,665) (2,665) 0 (2,665)

There were no cash flows attributable to the discontinued Mercedes-Benz wholesale business operation during the financial year. (b) Discontinued Assembly Operations In 2004, Mercedes-Benz Malaysia Sdn Bhd ("MBM"), formerly known as DaimlerChrysler Malaysia Sdn Bhd, informed the Group of its intention to early terminate the assembly agreements with Asia Automobile Industries Sendirian Berhad ("AAI"), a former wholly owned subsidiary of the Company and Srisari Sdn. Bhd. ("Srisari"), a wholly owned subsidiary of the Company. AAI was contracted to assemble Mercedes-Benz C-Class, S-Class and commercial vehicles (the "Vehicles") while Srisari, the Mercedes-Benz C-Class, E-Class and S-Class engines (the "Engines"). Both AAI and Srisari are collectively called the "Assemblers". On 14 January 2005, both AAI and Srisari each entered into a separation agreement (the "Separation Agreement") with MBM for an early termination of the assembly agreements as follows: (i) In consideration of the payment by MBM to the Assemblers of a sum of RM10,900,000 (the "Separation Cost"), MBM and the Assemblers agreed to an early termination of the Vehicle assembly agreement dated 9 June 2003 made between MBM and AAI; and the Engine assembly agreement dated 12 April 2004 made between MBM and Srisari (collectively, the "Assembly Agreements") for the assembly of Vehicles and Engines. The Separation Cost consist of assembly fees, compensation, retrenchment cost and purchase price for certain assembly equipment. In addition to the Separation Cost, MBM will also pay the per unit assembly fee based on the agreed rate per Vehicle and Engine for vehicles to be assembled prior to cessation.

(ii) The Assembly Agreements were terminated on 30 June and 31 July 2005 for Srisari and AAI, respectively, whereupon the assembly works for the Engines and Vehicles ceased in July and August 2005, respectively. (iii) The Separation Cost was paid in instalments on dates agreed between the parties, with the final instalment paid on 31 July 2005.

044

Cycle & Carriage Bintang Berhad Annual Report 2008

7

Discontinued Operations and Non-current Assets Held for Sale (continued) (I) Discontinued Operations (continued) (b) Discontinued Assembly Operations (continued) The results attributable to the discontinued assembly operations during the financial year were as follows:

2008 RM'000 Group 2007 RM'000

Revenue Expenses excluding tax Loss before tax Tax expense Loss after tax

0 (6) (6) 0 (6)

0 (15) (15) 0 (15)

The cash flows attributable to the discontinued assembly operations during the financial year were as follows:

2008 RM'000 Group 2007 RM'000

Operating activities (c) Discontinued Peugeot Business Operation

(9)

3

On 25 October 2007, the Group announced that its wholly owned subsidiary, Cycle & Carriage Automobiles Sendirian Berhad had notified Automobiles Peugeot ("AP") that it would not be renewing its agreement with AP for the distribution of Peugeot vehicles in Malaysia, which had expired on 31 December 2007. The results attributable to the discontinued Peugeot business operation during the financial year were as follows:

2008 RM'000 Group 2007 RM'000

Revenue Expenses excluding tax Profit/(loss) before tax Tax expense Profit/(loss) after tax

4,400 (3,620) 780 0 780

28,212 (34,555) (6,343) 33 (6,310)

The cash flows attributable to the discontinued Peugeot business operation during the financial year were as follows:

2008 RM'000 Group 2007 RM'000

Operating activities Investing activities ­ Purchase of plant and equipment ­ Proceeds from disposal of plant and equipment Total cash flow

(396) 0 323 (73)

(271) (67) 47 (291)

The net gain on disposal of plant and equipment attributable to the discontinued Peugeot business operation during the financial year was as follow:

2008 RM'000 Group 2007 RM'000

Proceeds from disposal Net book value of equipment Gain on disposal

323 (301) 22

47 (47) 0

Cycle & Carriage Bintang Berhad Annual Report 2008

045

notes to the FinAnciAl stAteMents

For the financial year ended 31 December 2008 7 Discontinued Operations and Non-current Assets Held for Sale (continued) (I) Discontinued Operations (continued) (d) Discontinued Mazda Business Operation On 29 February 2008, the Group entered into a share sale agreement with BerMaz Motor Sdn Bhd (formerly known as Berjaya Synthetic Fibre Sdn Bhd), a wholly owned subsidiary of Berjaya Corporation Berhad, for the disposal of the wholesale and retail business of the Mazda franchise in Malaysia via the disposal of its wholly owned subsidiary, Hercules Automotive Engineers Sendirian Berhad ("HAE") for a purchase price of RM0.7 million and payment of the inter-company balance owing by HAE to the Company. The sale was completed on 1 April 2008 and the Group subsequently ceased to be in the business of distribution and retail of Mazda vehicles in Malaysia. The results attributable to the discontinued Mazda business operation during the financial year were as follows:

2008 RM'000 Group 2007 RM'000 Company 2008 2007 RM'000 RM'000

Revenue Expenses excluding tax Profit/(loss) before tax Tax expense Profit/(loss) after tax

22,795 (21,826) 969 (6) 963

90,783 (93,627) (2,844) 70 (2,774)

5,020 (4,572) 448 0 448

80,426 (82,167) (1,741) 0 (1,741)

The cash flows attributable to the discontinued Mazda business operation during the financial year were as follows:

2008 RM'000 Group 2007 RM'000 Company 2008 2007 RM'000 RM'000

Operating activities Investing activities ­ Purchase of plant and equipment ­ Proceeds from disposal of plant and equipment Total cash flow

1,308 (2,222) 794 (120)

(565) (256) 142 (679)

0 0 0 0

0 0 0 0

The net (loss)/gain on disposal of equipment attributable to the discontinued Mazda business operation during the financial year was as follows:

2008 RM'000 Group 2007 RM'000 Company 2008 2007 RM'000 RM'000

Proceeds from disposal Net book value of equipment (Loss)/gain on disposal (e) Discontinued Parts & truck Business Operations

794 (981) (187)

142 (138) 4

0 0 0

0 0 0

On 18 July 2008, the Group entered into a share sale agreement with Mikani Holdings Sdn Bhd ("Purchaser") for the disposal of the Company's wholly owned subsidiaries, Cycle & Carriage Motors Sdn Bhd, Cycle & Carriage Parts and Accessories Sdn Bhd and Asia Automobile Industries Sendirian Berhad (the "Companies"). The Companies were engaged in the distribution and retailing of automotive spare parts and the assembly, distribution, retailing and servicing of trucks under the brand HOWO in Malaysia. The Purchaser was a company controlled by Steven Gareth Foster, the former Managing Director of CCB, and this transaction was a management buy-out. The sale was completed on 22 July 2008 and the Group subsequently ceased its Parts & Truck businesses.

046

Cycle & Carriage Bintang Berhad Annual Report 2008

7

Discontinued Operations and Non-current Assets Held for Sale (continued) (I) Discontinued Operations (continued) (e) Discontinued Parts & truck Business Operations (continued) The results attributable to the discontinued parts & truck business operations during the financial year were as follows:

2008 RM'000 Group 2007 RM'000

Revenue Expenses excluding finance cost and tax Loss before finance cost and tax Finance cost Loss before tax Tax expense Loss after tax

16,522 (16,853) (331) (50) (381) (100) (481)

23,326 (28,176) (4,850) 0 (4,850) 0 (4,850)

The cash flows attributable to the discontinued parts & truck business operations during the financial year were as follows:

2008 RM'000 Group 2007 RM'000

Operating activities Investing activities: ­ Purchase of plant and equipment ­ Proceeds from disposal of plant and equipment Total cash flow

(383) (834) 65 (1,152)

597 (893) 119 (177)

The net gain on disposal of plant and equipment attributable to the discontinued parts & truck business operations during the financial year were as follows:

2008 RM'000 Group 2007 RM'000

Proceeds from disposal Net book value of equipment Gain on disposal (II) Non-current assets held for sale

2008 RM'000 Group

65 (63) 2

119 (119) 0

2007 RM'000

Company 2008 2007 RM'000 RM'000

Property, plant and equipment At 1 January Transfer from property, plant and equipment (Note 11) Transfer from leasehold land use rights (Note 12) Impairment loss Disposals At 31 December

250 10,332 7,675 0 0 (17,757) 250

10,332 7,871 2,830 1,202 (600) (971) 10,332

250 10,332 7,675 0 0 (17,757) 250

10,332 7,871 2,830 1,202 (600) (971) 10,332

Cycle & Carriage Bintang Berhad Annual Report 2008

047

notes to the FinAnciAl stAteMents

For the financial year ended 31 December 2008 8 Profit for the Year (a) Expenses by nature:

2008 RM'000 Group 2007 RM'000 Company 2008 2007 RM'000 RM'000

Defined contribution pension plan Salaries, bonus and other employee benefits costs Write-down of inventories Reversal of write-down of inventories made in previous year (Note 17) Costs of inventories/materials/consumables Demonstration car expenses Depreciation of property, plant and equipment (Note 11) Amortisation of leasehold land use rights (Note 12) Utilities Repairs and maintenance Delivery, packing and travelling Advertising, marketing and promotion Leasing of equipment Directors' fees Auditors' remuneration @ Credit card charges Printing and stationery Company car expenses Legal and professional fees Security guard expenses Revaluation deficit of properties (Note 11) Payment/provision for retrenchment/voluntary separation benefits Diminution in value of investment in subsidiary companies Amount due from subsidiaries written-off Rent for land and buildings Duty drawback written-off Other expenses Total expenses * *

@

3,458 33,158 515 (1,721) 479,847 4,371 5,846 227 2,512 2,692 1,989 1,497 1,001 429 331 525 569 1,059 876 1,057 2,154 5,485 0 0 4,620 0 6,837 559,334

4,507 38,314 7,199 (4,182) 569,642 6,242 7,044 252 3,006 2,248 3,108 2,365 952 599 487 526 988 1,167 1,237 1,372 0 1,002 0 0 4,950 3,907 9,227 666,159

2,874 28,408 447 (598) 395,165 3,998 5,486 227 2,255 2,494 1,474 1,213 861 429 256 524 490 860 806 930 2,154 4,985 0 3,026 4,496 0 2,753 466,013

3,258 28,968 1,032 (2,572) 466,354 5,144 6,232 252 2,131 1,619 1,879 2,848 829 599 326 466 784 839 1,139 941 0 0 3,765 0 4,352 3,907 1,633 536,725

Total expenses consist of cost of sales, selling and distribution costs, administrative expenses and other operating expenses arising from continuing and discontinued operations.

The following information relates to remuneration of auditors of the Group and of the Company during the financial year:

2008 RM'000 Group 2007 RM'000 Company 2008 2007 RM'000 RM'000

PricewaterhouseCoopers Malaysia Statutory audit Fees for other services: ­ non-statutory audit related services ­ tax advisory and compliance work ­ other services Total remuneration 209 58 61 3 331 312 78 97 0 487 167 58 28 3 256 197 78 51 0 326

048

Cycle & Carriage Bintang Berhad Annual Report 2008

8

Profit for the Year (continued) (b) The following amounts have been credited in arriving at profit for the year:

2008 RM'000 Group 2007 RM'000 Company 2008 2007 RM'000 RM'000

Income from investment Dividend income from subsidiary companies Gain on disposal of property, plant and equipment (Note 26) Rental income from owner-occupied properties Interest income Allowance on short term investment written-back (Note 26) Gain on disposal of short term investments Insurance income 9 Dividends

29,943 0 11,645 2,525 1,301 0 0 1,565

15,174 0 1,010 793 368 1,028 418 1,253

29,943 0 11,833 3,343 1,301 0 0 1,301

15,174 6,864 1,011 2,514 368 1,028 418 0

Dividends declared or proposed in respect of the financial years ended 31 December 2008 and 2007 are as follows:

2008 Gross per share sen Group and Company 2007 Amount of dividend net of tax RM'000

Amount of dividend net of tax RM'000

Gross per share sen

Interim dividend paid Special dividend paid Final dividend proposed

5 135 5 145

3,728 100,643 3,778 108,149

5 0 5 10

3,677 0 3,728 7,405

At the forthcoming Annual General Meeting on 21 April 2009, a final gross dividend in respect of the financial year ended 31 December 2008 of 5 sen per share (2007: 5 sen per share), less income tax, amounting to RM3,778,000 (2007: RM3,728,000) will be proposed for shareholders' approval. These financial statements do not reflect this final dividend which will be accounted for as an appropriation of retained profits and accrued as a liability in the financial year ending 31 December 2009 when approved by shareholders of the Company. 10 Earnings per Share Basic earnings per share is calculated by dividing the Group profit attributable to equity holders of the Company for the financial year by the weighted average number of ordinary shares in issue during the financial year.

2008 Group 2007

Profit for the year attributable to equity holders of the Company (RM'000) Weighted average number of ordinary shares in issue (`000) Basic earnings per share (sen) Profit attributable to equity holders of the Company from continuing operations (RM'000) Basic earnings per share from continuing operations (sen) No diluted EPS is computed for the Group as there is no dilutive potential ordinary shares in issue.

46,785 100,745 46.4 46,629 46.3

7,444 100,745 7.4 24,058 23.9

Cycle & Carriage Bintang Berhad Annual Report 2008

049

notes to the FinAnciAl stAteMents

For the financial year ended 31 December 2008 11 Property, Plant and Equipment

Plant and machinery RM'000 Motor vehicles, equipment and fixtures RM'000

Group

Freehold land RM'000

Buildings RM'000

total RM'000

2008 Net book value at 1 January Revaluation surplus Revaluation deficit (Note 8) Additions Disposals Depreciation charge (Note 8) Assets of companies disposed of (Note 26) Impairment loss Transfer to non-current assets held for sale (Note 7(II)) Net book value at 31 December At cost At valuation Accumulated depreciation Accumulated impairment losses Net book value at 31 December

35,273 1,777 0 0 0 0 0 0 (6,900) 30,150 0 30,150 0 0 30,150

35,825 225 (2,154) 1,509 (1,221) (1,430) (842) 0 (775) 31,137 0 31,201 (64) 0 31,137

Plant and machinery RM'000

2,249 0 0 464 (341) (540) (519) (18) 0 1,295 8,053 0 (6,746) (12) 1,295

Motor vehicles, equipment and fixtures RM'000

15,158 0 0 3,416 (2,167) (3,876) (1,889) 0 0 10,642 25,570 0 (14,890) (38) 10,642

Assets under construction RM'000

88,505 2,002 (2,154) 5,389 (3,729) (5,846) (3,250) (18) (7,675) 73,224 33,623 61,351 (21,700) (50) 73,224

Group

Land Freehold Leasehold RM'000 RM'000

Buildings RM'000

total RM'000

36,003 0 36,003 0 0 0 0 0 (730) 35,273 0 35,273 0 0 35,273

13,299 (13,299) 0 0 0 0 0 0 0 0 0 0 0 0 0 37,702 0 37,702 864 1,026 0 (1,667) 0 (2,100) 35,825 0 39,704 (3,879) 0 35,825 2,221 0 2,221 0 875 (58) (742) (47) 0 2,249 11,359 0 (9,063) (47) 2,249 14,053 0 14,053 0 6,566 (596) (4,635) (230) 0 15,158 32,824 0 (17,436) (230) 15,158 864 0 864 (864) 0 0 0 0 0 0 0 0 0 0 0 104,142 (13,299) 90,843 0 8,467 (654) (7,044) (277) (2,830) 88,505 44,183 74,977 (30,378) (277) 88,505

2007 Net book value at 1 January Transfer to leasehold land use rights (Note 12) As restated Reclassification Additions Disposals Depreciation charge (Note 8) Impairment loss Transfer to non-current assets held for sale (Note 7(II)) Net book value at 31 December At cost At valuation Accumulated depreciation Accumulated impairment losses Net book value at 31 December

050

Cycle & Carriage Bintang Berhad Annual Report 2008

11

Property, Plant and Equipment (continued)

Plant and machinery RM'000

Company

Freehold land RM'000

Buildings RM'000

Motor vehicles, equipment and fixtures RM'000

total RM'000

2008 Net book value at 1 January Revaluation surplus Revaluation deficit (Note 8) Additions Disposals Depreciation charge (Note 8) Impairment loss Transfer to non-current assets held for sale (Note 7(II)) Net book value at 31 December At cost At valuation Accumulated depreciation Accumulated impairment losses Net book value at 31 December

35,273 1,777 0 0 0 0 0 (6,900) 30,150 0 30,150 0 0 30,150

35,825 225 (2,154) 401 (955) (1,430) 0 (775) 31,137 0 31,201 (64) 0 31,137

Plant and machinery RM'000

1,520 0 0 173 (147) (463) (18) 0 1,065 5,298 0 (4,221) (12) 1,065

Motor vehicles, equipment and fixtures RM'000

13,487 0 0 1,741 (1,280) (3,593) 0 0 10,355 24,283 0 (13,890) (38) 10,355

Assets under construction RM'000

86,105 2,002 (2,154) 2,315 (2,382) (5,486) (18) (7,675) 72,707 29,581 61,351 (18,175) (50) 72,707

Company

Land Freehold Leasehold RM'000 RM'000

Buildings RM'000

total RM'000

36,003 0 36,003 0 0 0 0 0 (730) 35,273 0 35,273 0 0 35,273

15,154 (15,154) 0 0 0 0 0 0 0 0 0 0 0 0 0 37,702 0 37,702 864 1,026 0 (1,667) 0 (2,100) 35,825 0 38,609 (2,784) 0 35,825 1,733 0 1,733 0 367 (31) (549) 0 0 1,520 7,409 0 (5,889) 0 1,520 12,000 0 12,000 0 5,855 (314) (4,016) (38) 0 13,487 28,827 0 (15,302) (38) 13,487 864 0 864 (864) 0 0 0 0 0 0 0 0 0 0 0 103,456 (15,154) 88,302 0 7,248 (345) (6,232) (38) (2,830) 86,105 36,236 73,882 (23,975) (38) 86,105

2007 Net book value at 1 January Transfer to leasehold land use rights (Note 12) As restated Reclassification Additions Disposals Depreciation charge (Note 8) Impairment loss Transfer to non-current assets held for sale (Note 7(II)) Net book value at 31 December At cost At valuation Accumulated depreciation Accumulated impairment losses Net book value at 31 December

The Group's freehold land, freehold buildings and the building component of owner-occupied leasehold properties were last revalued at 31 December 2008 by independent professionally qualified valuers. Valuations were made on the basis of open market value and in the case of leasehold buildings on the basis of depreciated replacement cost.

Cycle & Carriage Bintang Berhad Annual Report 2008

051

notes to the FinAnciAl stAteMents

For the financial year ended 31 December 2008 11 Property, Plant and Equipment (continued) If these assets were stated on the historical cost basis, the amounts would be as follows:

2008 RM'000 Group 2007 RM'000 Company 2008 2007 RM'000 RM'000

Cost Accumulated depreciation Net book value 12 Leasehold Land Use Rights

65,136 (10,937) 54,199

70,242 (13,249) 56,993

66,960 (10,169) 56,791

70,985 (11,395) 59,590

Group RM'000

Company RM'000

2008 At 1 January Amortisation charge for the year (Note 8) At 31 December 2007 At 1 January Reclassification upon adoption of FRS 117 ­ transfer from property, plant and equipment (Note 11) As restated Amortisation charge for the year (Note 8) Transfer to non-current assets held for sales (Note 7(II)) At 31 December

11,845 (227) 11,618

13,700 (227) 13,473

0 13,299 13,299 (252) (1,202) 11,845

0 15,154 15,154 (252) (1,202) 13,700

The analysis of land use rights into long leasehold (with unexpired term of more than 50 years) and short leasehold (with unexpired term of less than 50 years) at the balance sheet date is as follows:

2008 Long leasehold RM'000 Short leasehold RM'000 total RM'000 Group Long leasehold RM'000 2007 Short leasehold RM'000 Total RM'000

Cost Accumulated amortisation Net book value

13,696 (2,110) 11,586

67 (35) 32

2008

13,763 (2,145) 11,618

Company

13,696 (1,884) 11,812

67 (34) 33

2007 Short leasehold RM'000

13,763 (1,918) 11,845

Long leasehold RM'000

Short leasehold RM'000

total RM'000

Long leasehold RM'000

Total RM'000

Cost Accumulated amortisation Net book value

15,487 (2,046) 13,441

67 (35) 32

15,554 (2,081) 13,473

15,487 (1,820) 13,667

67 (34) 33

15,554 (1,854) 13,700

052

Cycle & Carriage Bintang Berhad Annual Report 2008

13 Investments in Subsidiary Companies

Company 2008 2007 RM'000 RM'000

Unquoted investments at cost Less: Allowance for accumulated impairment losses

50,185 (18,531) 31,654

55,653 (23,608) 32,045

A list of subsidiary companies is set out in Note 27. 14 Investment in an Associated Company

2008 RM'000 Group Company 2008 2007 RM'000 RM'000

2007 RM'000

Unquoted investment at cost Less: Allowance for accumulated impairment losses Less: Interim capital distribution received Less: Dividend from pre-acquisition profit Share of retained profits less accumulated losses and reserves of associated company Less: Goodwill written off Interest in associated company

112,732 0 (79,045) (6,126) 27,561 (20,642) (6,715) 204

112,732 0 (78,595) (6,126) 28,011 (20,769) (6,715) 527

112,732 (27,561) (79,045) (6,126) 0 0 0 0

2008 RM'000

112,732 (27,754) (78,595) (6,126) 257 0 0 257

2007 RM'000

The Group's share of the assets and liabilities and results of the associated company are summarised below:

Current assets Current liabilities Share of attributable net assets Profit after tax The details of the associated company are set out in Note 27. 15 Investment in Unquoted Shares

611 (407) 204 127

1,007 (480) 527 17

The investment in unquoted shares relate to the Company's investment in Mercedes-Benz Malaysia Sdn Bhd ("MBM"), formerly known as DaimlerChrysler Malaysia Sdn Bhd, a joint-venture company with Daimler AG ("DAG"), formerly known as DaimlerChrysler AG. The Company subscribed for 49% of the shares in MBM, representing 66,003,000 Class B shares at a par value of RM 1 each, whilst DAG subscribed for 51% of the shares in MBM representing 68,697,000 Class A shares at a par value of RM 1 each on 10 January 2003. The rights attached to the Class A and Class B shares are set out in the Articles and Memorandum of Association. The participation of the Company in MBM shall not entitle the Company to any veto rights or minority rights except for veto rights under the Malaysian Company law in relation to Class B shares, and accordingly these investments have been accounted for as simple investments instead of an associated company. There are put and call options in respect of the Company's stake which are not exercisable prior to 31 December 2012. Under the terms of the agreement with Daimler AG ("DAG"), the Company is entitled to receive an annual net dividend income of RM11.2 million in respect of the investment in Mercedes-Benz Malaysia Sdn Bhd ("MBM") until December 2012. During the financial year ended 31 December 2008, the Group recognised a tax exempt return on investment of RM11.2 million (2007: Gross return on investment of RM15.2 million). The fair value of the investment in MBM at 31 December 2008 is RM79,030,000 (2007: RM71,334,000). In determining the fair value, the directors have discounted the future contractual cash flows from January 2009 to December 2012 at the Group's rate of return for similar investment, and on the assumption that the Put and Call Options will be exercised on 1 January 2013.

Cycle & Carriage Bintang Berhad Annual Report 2008

053

notes to the FinAnciAl stAteMents

For the financial year ended 31 December 2008 16 Deferred taxation 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 the deferred taxes relate to the same tax authority. The following amounts, determined after appropriate offsetting, are shown in the balance sheet:

2008 RM'000 Group 2007 RM'000 Company 2008 2007 RM'000 RM'000

Deferred tax assets Deferred tax liabilities

2,608 0 2,608 (1,197)

128 (1,325) (1,197) (2,101)

2,461 0 2,461 (1,317)

0 (1,317) (1,317) (2,287)

At the start of the year Credited/(charged) to income statement: ­ property, plant and equipment ­ provisions ­ allowance for stocks ­ accrued income ­ others

562 (201) (132) 3,945 (329) 3,845

1,378 (330) (206) 208 (765) 285

548 (209) (141) 3,945 (325) 3,818

1,365 (90) (336) 208 (746) 401

Charged to equity: ­ property, plant and equipment At end of the year Subject to income tax: Deferred tax assets (before offsetting) Property, plant and equipment Provisions Allowance for stocks Others Offsetting Deferred tax assets (after offsetting) Deferred tax liabilities (before offsetting) Property, plant and equipment Accrued income Offsetting Deferred tax liabilities (after offsetting)

(40) 2,608

619 (1,197)

(40) 2,461

569 (1,317)

1,704 455 639 146 2,944 (336) 2,608

1,201 656 771 475 3,103 (2,975) 128

1,704 418 512 127 2,761 (300) 2,461

1,201 627 653 452 2,933 (2,933) 0

336 0 336 (336) 0

355 3,945 4,300 (2,975) 1,325

300 0 300 (300) 0

305 3,945 4,250 (2,933) 1,317

The amount of deductible temporary differences and unused tax losses (both of which have no expiry date) for which no deferred tax asset is recognised in the balance sheet are as follows:

2008 RM'000 Group 2007 RM'000 Company 2008 2007 RM'000 RM'000

Deductible temporary differences Tax losses

584 1,337

8,960 24,542

0 0

0 0

054

Cycle & Carriage Bintang Berhad Annual Report 2008

17 Inventories

2008 RM'000

Group

2007 RM'000

Company 2008 2007 RM'000 RM'000

Motor vehicles Spare parts

51,909 10,270 62,179

90,487 19,612 110,099

48,118 9,112 57,230

68,807 11,220 80,027

The Group and the Company reversed RM1,721,000 and RM598,000 (2007: RM4,182,000 and RM2,572,000) (Note 8) respectively in respect of part of inventory write-down made in prior years that were subsequently not required as the Group and the Company were able to sell these inventories at values above their carrying amounts. 18 trade and Other Receivables

2008 RM'000 Group Company 2008 2007 RM'000 RM'000

2007 RM'000

Trade receivables Less: Allowance for doubtful debts

68,041 (15,418) 52,623 6,150 (554) 5,596 2,175 51 60,445

98,219 (17,064) 81,155 4,710 (754) 3,956 2,297 1,375 88,783

64,038 (15,349) 48,689 5,076 (428) 4,648 2,142 51 55,530

78,880 (15,449) 63,431 3,755 (644) 3,111 2,172 51 68,765

Warranty claims receivables Less: Allowance for doubtful debts

Deposits Prepayments

Credit terms of trade receivables range from 30 to 90 days. Concentrations of credit risk with respect to trade receivables are limited as the more significant debts are partially backed up by bank guarantees and their payment track records. The Group's historical experience in collection of accounts receivable falls within the recorded allowances. Due to these factors, management believes that no additional credit risk beyond amounts provided for collection losses is inherent in the Group's trade receivables. Trade receivables are denominated in the following currencies:

2008 RM'000 Group Company 2008 2007 RM'000 RM'000

2007 RM'000

Ringgit Malaysia Euro

68,041 0 68,041

92,696 5,523 98,219

64,038 0 64,038

78,880 0 78,880

19 Amounts Due from/(to) Subsidiary Companies

2008 RM'000

Company

2007 RM'000

Amounts due from subsidiary companies Less: Allowance for amount due from a subsidiary company

1,538 (1,152) 386 (33,434)

47,372 (9,456) 37,916 (20,861)

Amounts due to subsidiary companies

The amounts due from/(to) subsidiary companies are denominated in Ringgit Malaysia, unsecured, interest free and have no fixed repayment terms.

Cycle & Carriage Bintang Berhad Annual Report 2008

055

notes to the FinAnciAl stAteMents

For the financial year ended 31 December 2008 20 Cash and Cash Equivalents

2008 RM'000 Group Company 2008 2007 RM'000 RM'000

2007 RM'000

Deposits with licensed banks Bank and cash balances

47,500 11,266 58,766

0 14,459 14,459

47,500 8,822 56,322

0 10,816 10,816

Bank and cash balances are denominated in Ringgit Malaysia. The bank balances are placed in current accounts with major licensed banks in Malaysia. The weighted average annual interest rates that were effective as at the balance sheet date were as follows:

Group and Company 2008 2007 % % per annum per annum

Bank balances and deposits 21 Provisions for Liabilities and Charges

Service and warranty RM'000 Retrenchment/ voluntary separation benefits RM'000

2.85

2.65

Others RM'000

total RM'000

Group At 1 January 2008 Additional provisions Unused amounts reversed Charged to income statement Utilised during the year Disposal of subsidiaries (Note 26) At 31 December 2008 At 1 January 2007 Additional provisions Unused amounts reversed Charged/(credited) to income statement Utilised during the year At 31 December 2007 Company At 1 January 2008 Additional provisions Unused amounts reversed (Credited)/charged to income statement Utilised during the year At 31 December 2008 At 1 January 2007 Additional provisions Unused amounts reversed Charged/(credited) to income statement Utilised during the year At 31 December 2007 1,742 480 (1,262) (782) (250) 710 1,215 1,083 (304) 779 (252) 1,742 1,000 5,485 (500) 4,985 (5,971) 14 1,000 0 0 0 0 1,000 25 510 0 510 0 535 265 0 (68) (68) (172) 25 2,767 6,475 (1,762) 4,713 (6,221) 1,259 2,480 1,083 (372) 711 (424) 2,767 1,933 481 (281) 200 (256) (1,055) 822 2,077 1,095 (887) 208 (352) 1,933 1,000 5,485 0 5,485 (5,971) (500) 14 1,000 0 0 0 0 1,000 35 530 (10) 520 0 0 555 265 10 (55) (45) (185) 35 2,968 6,496 (291) 6,205 (6,227) (1,555) 1,391 3,342 1,105 (942) 163 (537) 2,968

056

Cycle & Carriage Bintang Berhad Annual Report 2008

21 Provisions for Liabilities and Charges (continued) Service and warranty The Group and the Company provide service and warranties on vehicles sold under specific warranty terms. A provision is made for expected warranty claims based on past service histories or potential obligation to maintain brand image. Retrenchment/voluntary separation benefits As a result of anticipated restructuring undertaken to align the work force to the new business environment, the Group had established a provision for retrenchment benefit. The provision was based on estimated costs required to compensate the redundant work force. The exercise was completed during the financial year. Others Other provisions comprise provisions in respect of various legal claims arising from the ordinary course of business. The directors consider the disclosure of further details on those claims unnecessary due to the immaterial amount attributable to each claim. 22 trade and Other Payables

2008 RM'000 Group Company 2008 2007 RM'000 RM'000

2007 RM'000

Trade payables Trade accruals Downpayment received from property buyer

93,900 12,932 0 106,832

23,406 17,348 1,167 41,921

87,516 11,588 0 99,104

19,987 13,531 1,167 34,685

Credit terms of trade payables granted to the Group and the Company vary from 30 to 90 days. All trade payables and accruals are denominated in Ringgit Malaysia. The Group's exposure to fluctuation in foreign currency is limited due to the forward contracts entered into by the Group as disclosed in Note 30. 23 Borrowings (Unsecured)

Group and Company 2008 2007 RM'000 RM'000

Current Revolving credits Bankers acceptance

0 0 0

56,000 3,000 59,000

Contractual terms of borrowings were as follows:

Contractual interest rates at balance sheet date (per annum) Functional currency total carrying amount RM'000 Maturity profile < 1 year RM'000

Group and Company

2007 Unsecured Revolving credits Bankers acceptance

4.12% ­ 4.5% 3.83%

RM RM

56,000 3,000

56,000 3,000

Cycle & Carriage Bintang Berhad Annual Report 2008

057

notes to the FinAnciAl stAteMents

For the financial year ended 31 December 2008 24 Share Capital

'000 2008 Group and Company RM'000 '000

2007

RM'000

Ordinary shares of RM 1 each Authorised: At 1 January/31 December Issued and fully paid-up: At 1 January/31 December 25 Retained Profits Under the single-tier tax system which came into effect from the year of assessment 2008, companies are not required to have tax credits under Section 108 of the Income Tax Act 1967 for dividend payment purposes. Dividends paid under this system are tax exempt in the hands of shareholders. Companies with Section 108 credits as at 31 December 2007 may continue to pay franked dividends until the Section 108 credits are exhausted or 31 December 2013 whichever is earlier unless they opt to disregard the Section 108 credits to pay single-tier dividends under the special transitional provisions of the Finance Act 2007. As at 31 December 2008, the Company has sufficient tax credits in the Section 108 to pay franked dividends out of its entire retained profits. 26 Cash Flow from Operations

2008 RM'000 Group Company 2008 2007 RM'000 RM'000

200,000

200,000

200,000

200,000

100,745

100,745

100,745

100,745

2007 RM'000

Profit for the year Adjustments for: Property, plant and equipment: ­ depreciation (Note 11) ­ gain on disposal (Note 8) ­ impairment Amortisation of leasehold land use rights (Note 12) Revaluation deficit of properties (Note 8) Interest income (Note 8) Finance cost Provisions Allowance on short term investment written-back (Note 8) Gain on disposal of short term investments (Note 8) Gain on disposal of subsidiaries Diminution in value of investment in subsidiary companies (Note 8) Dividends (gross) from subsidiary companies (Note 8) Provision for retrenchment/voluntary separation benefits Income from investment (Note 8) Share of results of an associated company Tax expense

46,785

7,444

40,984

17,935

5,846 (11,645) 18 227 2,154 (1,301) 769 720 0 0 (500) 0 0 5,485 (29,943) (125) 792 (27,503) 19,282

7,044 (1,010) 435 252 0 (368) 4,156 163 (1,028) (418) 0 0 0 0 (15,174) (29) 3,578 (2,399) 5,045

5,486 (11,833) 18 227 2,154 (1,301) 719 (272) 0 0 (299) 0 0 4,985 (29,943) 0 366 (29,693) 11,291

6,232 (1,011) 195 252 0 (368) 4,156 711 (1,028) (418) 0 3,765 (6,864) 0 (15,174) 0 5,200 (4,352) 13,583

058

Cycle & Carriage Bintang Berhad Annual Report 2008

26 Cash Flow from Operations (continued)

2008 RM'000

Group

2007 RM'000

Company 2008 2007 RM'000 RM'000

Changes in working capital: Inventories Receivables Payables Associated company balances Subsidiary companies' balances Net cash flow from operations Disposal of subsidiaries

27,275 7,364 72,753 0 0 107,392 126,674

65,639 (1,923) 5,692 8 0 69,416 74,461

22,797 9,290 64,780 0 50,103 146,970 158,261

52,857 (856) 4,612 7 (2,105) 54,515 68,098

Subsidiaries disposed by the Group during the financial year ended 31 December 2008 are as follows:

Name of subsidiaries

Group's effective interest disposed %

Hercules Automotive Engineers Sendirian Berhad Asia Automobile Industries Sendirian Berhad Cycle & Carriage Parts and Accessories Sdn Bhd Cycle & Carriage Motors Sdn Bhd Details of the assets, liabilities and net cash inflow arising from the disposal of subsidiaries are as follows:

100 100 100 100

Group RM'000

Property, plant and equipment (Note 11) Inventories Trade and other receivables Bank balances and deposits Trade and other payables Provision for liabilities and charges (Note 21) Borrowings (unsecured) Net assets disposed Less: Net proceeds from disposal Gain on disposal of subsidiaries Cash consideration for the disposal Less: Cash and cash equivalents of subsidiaries disposed Net cash inflow on disposal of subsidiaries

3,250 20,645 17,149 1,931 (7,287) (1,555) (9,521) 24,612 (25,112) 500 25,112 (1,931) 23,181

Cycle & Carriage Bintang Berhad Annual Report 2008

059

notes to the FinAnciAl stAteMents

For the financial year ended 31 December 2008 27 Subsidiary and Associated Companies The subsidiary and associated companies, which are all incorporated in Malaysia, are detailed below:

Issued capital RM'000 Group's share 2008 2007 % % Principal activities

Subsidiary companies Ipoh Motors Sdn Berhad 1,710 100 100 Retailing of motor vehicles, sales of spare parts, servicing of vehicles and business of an insurance agent. Assembly of engines. The Company ceased assembly in year 2005 and remain dormant (see Note 7(I)(b)). Distribution and retailing of motor vehicles, sales of spare parts and servicing of vehicles. The Company ceased its operation in year 2007 and remain dormant (see Note 7(I)(c)). Retailing of motor vehicles, sales of spare parts, provision of after-sales services and hire purchase financing. The Company ceased its operation during the financial year. Fitting of motor vehicle accessories.

Srisari Sdn. Bhd.

0*

100

100

Cycle & Carriage Automobiles Sendirian Berhad

5,000

100

100

Cycle & Carriage (Malaysia) Sdn Berhad

31,000

100

100

Hercules Automotive Engineers Sendirian Berhad Asia Automobile Industries Sendirian Berhad Cycle & Carriage Parts and Accesories Sdn Bhd Cycle & Carriage Motors Sdn Bhd

200

0

100

4,400 2,500 0*

0 0 0

100 100 100

Assembly of trucks. Distribution and sales of spare parts. Distribution and retailing of trucks, sales of spare parts and servicing of trucks.

Associated company CCL Group Properties Sdn Berhad *

# #

59,664

40

40

Property investment.

Issued share capital of RM2 Under members voluntary liquidation

28 Gain on Disposal of Properties

Group and Company 2008 2007 RM'000 RM'000

Leasehold land use rights and freehold land and building Investment property

7,742 4,718 12,460

1,029 0 1,029

060

Cycle & Carriage Bintang Berhad Annual Report 2008

29 Significant Related Party Disclosures In addition to related party disclosures disclosed elsewhere in the financial statements, set out below are other significant related party transactions and balances. The related party transactions described below were carried out on terms and conditions obtainable in transactions with unrelated parties.

2008 RM'000 Group 2007 RM'000 Company 2008 2007 RM'000 RM'000

(a) With subsidiary companies: Transfer of motor vehicles and prepaid sales tax to a subsidiary Transfer of motor vehicles and prepaid sales tax from a subsidiary Sales of motor vehicles, goods and services Purchases of goods and services Receipt of rental Receipt of management fees (b) With an associated company: Interim capital distribution (c) With directors/companies related to directors: Sales of motor vehicles to: ­ Peremba (Malaysia) Sdn Bhd ­ Syed Zaid bin Syed Jaffar Albar Sales of after-sales services to: ­ Asas Klasik Sdn Bhd ­ Malakoff Berhad Payment of hotel accommodation, banquet and meeting package to The Saujana Kuala Lumpur Purchase of lubricants from Esso Malaysia Berhad Purchase of F1 tickets from Sepang International Circuit Sdn Bhd Purchase of advertising and sponsorship services from The Saujana Kuala Lumpur 450 560 450 560 0 0 0 0 0 0 0 0 0 0 0 0 33,344 (33,425) 2,430 0 819 2,305 22,448 (9,702) 41,101 (5,102) 1,720 2,588

723 511

0 0

723 511

0 0

139 0

0 1

139 0

0 1

0 0 (16)

(44) (1) (19)

0 0 (16)

(44) 0 (19)

(120)

(120)

(120)

(120)

Cycle & Carriage Bintang Berhad Annual Report 2008

061

notes to the FinAnciAl stAteMents

For the financial year ended 31 December 2008 29 Significant Related Party Disclosures (continued)

2008 RM'000 Group 2007 RM'000 Company 2008 2007 RM'000 RM'000

(d) With substantial shareholders and companies related to substantial shareholders: Sales of motor vehicles and parts to Diplomat Parts Pte Ltd Receipt from Azaminat Sdn Bhd: ­ Management service fees ­ Time cost recovery Payment received for vehicles on loan to Mandarin Oriental Kuala Lumpur Receipt of rental and utilities from Jardine Audit & Risk Management Services Sdn Bhd Receipt of rental and miscellaneous income from Mikani Group of Companies Payment of group service charge to Jardine Cycle & Carriage Limited Payment of HR services and IT services to Cycle & Carriage Industries Pte Limited Payment of hotel banquet and meeting package to: ­ Concorde Hotel ­ Mandarin Oriental Kuala Lumpur Payment of insurance premiums to Jardine Lloyd Thompson Sdn Bhd Purchase of parts from: ­ PT Astra Otoparts Tbk ­ Diplomat Parts Pte Ltd Payment of computer software and peripherals to Jardine OneSolution (2001) Sdn Bhd Payment to Jardine Matheson & Co., Ltd: ­ Consultancy and course fees ­ Group internal audit (e) Remuneration of key management personnel of the Group: Salaries and other short term employee benefits Relationships with the above related parties are as follows:

Related party Relationship

0

21

0

0

0 0 0

12 48 143

0 0 0

12 48 143

14

38

14

38

429 (374)

0 (393)

429 (374)

0 (393)

(192)

(667)

(192)

(667)

0 0 (918)

(16) (26) (607)

0 0 (918)

(16) (26) (556)

(13) (899)

(454) (709)

0 0

0 0

(391)

(690)

(391)

(688)

(61) (240)

(2) (406)

(61) (240)

(2) (406)

(3,680)

(2,473)

(3,680)

(2,473)

The Saujana Kuala Lumpur

A company in which Datuk Hassan Abas, a former director of the Company has an interest via the Saujana group of companies. A company in which Datuk Hassan Abas and Syed Zaid bin Syed Jaffar Albar, former directors of the Company are also directors.

Sepang International Circuit Sdn Bhd

062

Cycle & Carriage Bintang Berhad Annual Report 2008

29 Significant Related Party Disclosures (continued)

Related party Relationship

Malakoff Berhad, Multimedia Development Corporation Sdn Bhd and Esso Malaysia Berhad HSBC Bank Malaysia Berhad

Companies in which Tan Sri Abdul Halim bin Ali, the former Chairman of the Company is also a director. A company in which Tan Sri Dato' Sulaiman bin Sujak, a director of the Company is also a director. The holding company of the Company. Subsidiary and associated companies of Jardine Cycle & Carriage Limited, the holding company of the Company.

Jardine Cycle & Carriage Limited PT Astra Otoparts Tbk, Cycle & Carriage Industries Pte Limited and Diplomat Parts Pte Ltd Concorde Hotel

A company in which Jardine Cycle & Carriage Limited, the holding company of the Company had interest up to 2 October 2007. Companies related to Jardine Matheson Holdings Limited, the ultimate holding company of the Company.

Jardine Matheson & Co., Ltd, Jardine OneSolution (2001) Sdn Bhd, Jardine Lloyd Thompson Sdn Bhd, Jardine Audit & Risk Management Services Sdn Bhd, and Mandarin Oriental Kuala Lumpur Peremba (Malaysia) Sdn Bhd

A company in which Datuk Hassan Abas, a former director of the Company is also a director. A company in which Dato' Khalid bin Haji Ismail, a director of the Company is also a director. Companies in which Steven Gareth Foster, a former director of the Company is also a director.

Asas Klasik Sdn Bhd

Mikani Group of Companies

Outstanding balances with the above related parties arose from normal trade transactions during the financial year. 30 Financial Instruments In applying the Group's risk management strategy, the Group manages its exposure to foreign currency rate movements through the use of foreign currency forward contracts with creditworthy financial institutions. In general, the Group's policy is to enter into foreign currency forward contracts for foreign currency liabilities related to purchase of stocks based on confirmed orders. The local currency amounts to be paid and contractual exchange rates of the outstanding contracts were as follows:

Group and Company 2008 2007 RM'000 RM'000

Japanese Yen ­ at rates averaging Yen 100 = RM2.9572 USD ­ at rates averaging 1 USD = RM3.4742

0 0 0 0

7,467 1,267 8,734 86

Fair value at 31 December (unfavourable net position of )

The carrying amounts of other financial assets and liabilities of the Group and of the Company at the balance sheet date approximated their fair values.

Cycle & Carriage Bintang Berhad Annual Report 2008

063

notes to the FinAnciAl stAteMents

For the financial year ended 31 December 2008 31 Contingent Liabilities (Unsecured) (a) At 31 December 2008, the Group and the Company had contingent liabilities in respect of various legal claims against the Company amounting to RM4,858,000 (2007: RM5,276,000). After taking appropriate legal advice, the directors are of the opinion that the outcome of such actions is unlikely to give rise to any significant loss to the Group and the Company. (b) At 31 December 2008, the Group and the Company had contingent liabilities in respect of recognition of "years of service" in the Company in the event of a "retrenchment or closure exercise" by Mercedes-Benz Malaysia Sdn Bhd ("MBM"), formerly known as DaimlerChrysler Malaysia Sdn Bhd, in respect of those former employees who opted to join MBM in December 2002 amounting to RM2,800,000 (2007: RM2,900,000). (c) At 31 December 2008, the Group and the Company had contingent liabilities in respect of recognition of "years of service" in the Company in the event of a "retrenchment or closure exercise" by Hap Seng Auto Sdn Bhd ("HSA"), formerly known as Si Khiong Industries Sdn Bhd in respect of those former employees who opted to join HSA in December 2005 amounting to RM620,000 (2007: RM800,000). If these employees are retrenched due to the closure and cessation of business by HSA within 10 years after the completion of the business and asset transfer from the Company's Kuching Branch to HSA, the Company is liable for the cost of retrenchment in respect of period of employment under the Company. (d) In 1997, the Company supplied units of bus chassis to Transit Link Sdn Bhd ("Transit Link") and was paid by Transit Link's appointed bus body builder, Hup Lee Coachbuilders Holdings Sdn Bhd ("Hup Lee"). On 10 February 2004, Hup Lee served a Writ of Summons on the Company after an earlier Originating Summons on the same matter was dismissed. In the Writ, Hup Lee is seeking the return of the monies it paid to the Company alleging wrongful payment of RM8 million plus accrued interest. The Company filed its defence on 2 March 2004 and is currently appealing against the dismissal of its earlier application to strike out the claim. Based on legal advice, the directors believe that the Company has a reasonable chance of succeeding in its appeal and striking off Hup Lee's action and accordingly, no provision has been made in the financial statements for this claim. 32 Segment Reporting The activities of the Group are conducted within Malaysia as shown in the following business segments: · Automobile industry · Investment · Other ­ assembly, distribution and retailing of motor vehicles, distribution and sales of spare parts and servicing of vehicles. ­ investment in Mercedes-Benz Malaysia Sdn Bhd, formerly known as DaimlerChrysler Malaysia Sdn Bhd. ­ property investment through an associated company, CCL Group Properties Sdn Berhad (under members voluntary liquidation).

064

Cycle & Carriage Bintang Berhad Annual Report 2008

32 Segment Reporting (continued) Continuing Operations

Automobile industry RM'000 Investment RM'000 Other RM'000 total RM'000

2008 Revenue Results: Segment results Finance cost Share of results of an associated company Tax expense (Note 6) Net profit Net assets: Segment assets Investment in an associated company Unallocated assets 513,090 0 0 513,090

17,966 (719) 0

29,943 0 0

0 0 127

47,909 (719) 127 47,317 (688) 46,629

254,558 0

77,232 0

0 204

331,790 204 3,749 335,743 107,251 126 107,377

Segment liabilities Unallocated liabilities

107,251

0

0

Other information: Capital expenditure Depreciation Discontinued Operations Revenue Results: Segment results Finance cost Tax expense (Note 6) Net profit (Note 7(I)) Net assets: Segment assets Segment liabilities Other information: Capital expenditure Depreciation

2,333 5,654

0 0

0 0

2,333 5,654

43,717

0

0

43,717

312 (50) (106)

0 0 0

0 0 0

312 (50) (106) 156

823 972

0 0

0 0

823 972

3,056 192

0 0

0 0

3,056 192

Cycle & Carriage Bintang Berhad Annual Report 2008

065

notes to the FinAnciAl stAteMents

For the financial year ended 31 December 2008 32 Segment Reporting (continued) Continuing Operations

Automobile industry RM'000 Investment RM'000 Other RM'000 total RM'000

2007 Revenue Results: Segment results Finance cost Share of results of an associated company Tax expense (Note 6) Net profit Net assets: Segment assets Investment in an associated company Unallocated assets 516,245 0 0 516,245

16,692 (4,156) 0

15,174 0 0

0 0 17

31,866 (4,156) 17 27,727 (3,669) 24,058

261,394 0

81,177 0

0 527

342,571 527 1,297 344,395 96,290 1,317 97,607

Segment liabilities Unallocated liabilities

96,290

0

0

Other information: Capital expenditure Depreciation Discontinued Operations Revenue Results: Segment results Tax expense (Note 6) Net profit (Note 7(I)) Net assets: Segment assets Segment liabilities Other information: Capital expenditure Depreciation

7,251 6,345

0 0

0 0

7,251 6,345

142,321

0

0

142,321

(16,717)

0

0

(16,717) 103 (16,614)

48,381 7,599

0 0

0 0

48,381 7,599

1,216 699

0 0

0 0

1,216 699

066

Cycle & Carriage Bintang Berhad Annual Report 2008

33 Commitments (a) Capital commitments Capital expenditure not provided for in the financial statements are as follows:

2008 RM'000 Group 2007 RM'000 Company 2008 2007 RM'000 RM'000

Property, plant and equipment ­ Approved and contracted ­ Approved but not contracted

69 0 69

226 117 343

32 0 32

226 117 343

(b) Operating lease commitments The Group leases various properties under non-cancellable operating lease agreements. The leases have varying terms and renewal rights. The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

2008 RM'000 Group 2007 RM'000 Company 2008 2007 RM'000 RM'000

Not later than 1 year Later than 1 year and not later than 5 years

4,388 6,509 10,897

4,558 9,981 14,539

4,254 6,500 10,754

4,408 9,968 14,376

34 Approval of Financial Statements The financial statements have been approved for issue in accordance with a resolution of the Board of Directors on 24 February 2009.

Cycle & Carriage Bintang Berhad Annual Report 2008

067

FIVE-YEAR SUMMARY

2004 RM'000 2005 RM'000 2006 RM'000 2007 RM'000 2008 RM'000

Consolidated Income Statements Revenue Profit before tax Tax expense Net profit attributable to shareholders Earnings per share (sen) Gross dividend per share (sen) Consolidated Balance Sheets Property, plant and equipment Leasehold land use rights Interests in associated companies Investments in unquoted shares Other net non-current assets/(liabilities) Non-current assets held for sale Net current assets, other than net cash/(borrowings) Net cash/(borrowings) Net operating assets Share capital Reserves Shareholders' funds and capital employed Net asset value per share (RM) Consolidated Cash Flow Statements Net cash flows from operating activities Net cash flows from investing activities Net cash flows from financing activities Net cash flows per share from operating activities (RM) Key Ratios Gearing Interest cover (times) Dividend cover (times) Dividend payout Return on shareholders' funds

757,262 25,588 (10,766) 14,822 14.7 15.0

760,682 33,428 (9,520) 23,908 23.7 15.0

640,574 51,859 (6,163) 45,696 45.4 213.0

658,566 11,022 (3,578) 7,444 7.4 10.0

556,807 47,579 (794) 46,785 46.4 145.0

79,717 36,620 88,804 66,003 3,713 ­ 210,154 (111,202) 373,809 100,745 273,064 373,809 3.71

100,268 36,024 9,374 66,003 (617) ­ 285,951 (111,160) 385,843 100,745 285,098 385,843 3.83

90,843 13,299 1,070 66,003 (2,101) 7,871 226,545 (116,227) 287,303 100,745 186,558 287,303 2.85

88,505 11,845 527 66,003 (1,197) 10,332 156,096 (44,541) 287,570 100,745 186,825 287,570 2.85

73,224 11,618 204 66,003 2,608 250 15,544 58,766 228,217 100,745 127,472 228,217 2.27

20,467 7,427 (51,012) 0.2

(54,402) 65,325 (5,160) (0.5)

61,826 91,236 (143,329) 0.6

68,438 10,602 (88,354) 0.7

120,569 81,316 (157,578) 1.2

30% 8 1.4 73% 4.0%

29% 13 2.2 46% 6.3%

40% 23 0.3 338% 13.6%

15% 4 1.0 99% 2.6%

0% 63 0.4 231% 18.1%

Notes: 1. Earnings per share is computed based on the net profit attributable to shareholders divided by the weighted average number of shares in issue. 2. Gross dividend per share represents the dividend declared and dividend proposed per share for the financial year. 3. Net asset value per share is computed based on shareholders' funds divided by the number of shares in issue at the end of the financial year. 4. Net cash flows per share from operating activities is computed based on the net cash flows from operating activities divided by the weighted average number of shares in issue. 5. Gearing is computed based on net borrowings divided by shareholders' funds. 6. Interest cover is computed based on profit before interest expense and tax expense divided by interest expense. 7. Dividend cover is based on the net profit attributable to shareholders divided by net dividend declared and dividend proposed for the financial year. 8. Dividend payout is based on net dividend declared and dividend proposed for the financial year divided by net profit attributable to shareholders. 9. Return on shareholders' funds is computed based on net profit attributable to shareholders divided by average shareholders' funds. 10. Included in 2006 and 2008 gross dividends were special gross interim dividends of 203 sen and 135 sen per share respectively.

068

Cycle & Carriage Bintang Berhad Annual Report 2008

FInAncIAl chARtS

* excluding special interim dividend

Cycle & Carriage Bintang Berhad Annual Report 2008

069

GRoUp pRopERtIES

As at 31 December 2008

Location of Property Description Approximate Age of Building Years Land Area sq. ft. Land Tenure Net Book Value/ Fair Value RM'000 Acquisition Date where relevant(*)

1

Lot 5, Jalan Perusahaan Satu, Kawasan Perusahaan Batu Caves, Batu Caves, Selangor. Lot 421, Jalan Sekudai, Johor Bahru, Johor. 75, Jalan Tunku Abdul Rahman, Ipoh, Perak.

Service centre, parts retail and office.

12

178,118

Leasehold (expire in the year 2074)

5,906

7.2.1983

2

MB Autohaus ­ vehicle showroom, service centre, parts retail and office. MB Autohaus ­ vehicle showroom, service centre, parts retail and office. Holiday bungalow.

17

222,417

Freehold

14,000

­

3

5

100,144

Freehold

5,300

­

4

No. 37A, Lot 82, Jalan Kamunting, Tanah Rata, Cameron Highlands, Pahang. Lot 1250, Batu 31/2 Jalan Pantai Si-Rusa, Port Dickson, Negeri Sembilan. No. 16, Lot 69682, Jalan PJU 7/5, Mutiara Damansara, Selangor. Lot 19, Jalan 51A/219, Petaling Jaya, Selangor.

32

50,570

Leasehold (expire in the year 2037)

232

31.8.1977

5

Holiday bungalow held for sale.

24

42,852

Freehold

250

­

6

MB Autohaus ­ vehicle showroom, service centre, parts retail and office.

3

63,227

Freehold

24,600

­

7

MB Autohaus ­ vehicle showroom, service centre, parts retail and office.

3

102,996

Leasehold (expire in the year 2066)

26,680

31.7.1974

With effect from 1 January 2006, freehold land which was previously stated at cost is now stated at valuation and buildings which were previously stated at cost less depreciation and impairment losses where applicable are now stated at valuation less depreciation and impairment losses where applicable. The Group's properties were last revalued in December 2008. Properties that were held for sale are stated at the lower of carrying amount and fair value less costs to sell. (*) Leasehold land use rights are amortised over the useful life of the lease which includes the renewal period if the lease can be renewed without significant cost. The date of acquisition of leasehold land is as indicated.

070

Cycle & Carriage Bintang Berhad Annual Report 2008

ShAREholdInG StAtIStIcS

Analysis of Shareholdings by Range Groups as at 18 February 2009

No. of Shares % Over Total Shares No. of Holders % Over Total Shareholders

Size of Shareholdings

1 ­ 99 100 ­ 1,000 1,001 ­ 10,000 10,001 ­ 100,000 100,001 ­ 5,037,224 5,037,225 and above

3,583 1,081,453 5,567,542 4,562,322 12,258,900 77,270,700 100,744,500

0.00 1.07 5.53 4.53 12.17 76.70 100.00

236 1,368 1,555 183 20 2 3,364

7.02 40.67 46.22 5.44 0.59 0.06 100.00

Thirty Largest Shareholders as at 18 February 2009

No. Investor Name/Beneficiary Name No. of Shares %

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

HDM Nominees (Asing) Sdn Bhd DBS Vickers Secs (S) Pte Ltd for Jardine Cycle & Carriage Limited Employees Provident Fund Board CIMSEC Nominees (Tempatan) Sdn Bhd Exempt an for CIMB Trustee Berhad Kumpulan Wang Simpanan Pekerja Key Development Sdn. Berhad Gan Teng Siew Realty Sdn. Berhad Chinchoo Investment Sdn. Berhad Mikdavid Sdn Bhd Gemas Bahru Estates Sdn. Bhd. Bidor Tahan Estates Sdn. Bhd. Citigroup Nominees (Asing) Sdn Bhd CBNY for DFA Emerging Markets Fund AMSEC Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Wong Yee Kiat Sin Ee Nam Chan Kim Sendirian Berhad Rengo Malay Estate Sendirian Berhad HDM Nominees (Tempatan) Sdn Bhd UOB Kay Hian Pte Ltd for Johore (Masai) Plantation Sdn Bhd. CIMSEC Nominees (Asing) Sdn Bhd Exempt an for CIMB-GK Securities Pte Ltd (Retail Clients) Mikdavid Sdn Bhd Nitin Manubhai Amin Sin Mong Chon & Sons Sdn Bhd HDM Nominees (Asing) Sdn Bhd Lim & Tan Securities Pte Ltd for Yap Giau Teck @ Yap Geow Teck Goh Geok Loo Chinchoo Holdings (S) Private Limited Yap Giau Teck @ Yap Geow Teck Abacus Resources Sdn Bhd Choonhoi Sdn Bhd Life Enterprise Sdn Bhd Chia Choon Kwang @ Chai Choon Kwang Malayan Jobbers Sdn. Berhad Ong Koh Hou @ Won Kok Fong

59,543,000 17,727,700 3,792,000 1,500,000 1,183,000 924,100 909,000 864,900 797,700 356,200 249,800 242,800 203,300 194,900 179,700 160,000 151,000 115,000 113,800 112,400 108,300 101,000 99,800 92,700 89,900 80,600 79,700 79,500 75,900 72,000 90,199,700

59.10 17.60 3.76 1.49 1.17 0.92 0.90 0.86 0.79 0.35 0.25 0.24 0.20 0.19 0.18 0.16 0.15 0.11 0.11 0.11 0.11 0.10 0.10 0.09 0.09 0.08 0.08 0.08 0.08 0.07 89.52

Substantial Shareholders as at 18 February 2009

No. Name No. of Shares %

1 2

Jardine Cycle & Carriage Limited Employees Provident Fund Board / Kumpulan Wang Simpanan Pekerja

59,543,000 19,227,700 78,770,700

59.10 19.09 78.19

Cycle & Carriage Bintang Berhad Annual Report 2008

071

notIcE oF AnnUAl GEnERAl MEEtInG

NOTICE IS HEREBY GIVEN THAT the 41st Annual General Meeting of the Company will be held at Concorde Ballroom, Lobby Level, Concorde Hotel, Jalan Sultan Ismail, 50250 Kuala Lumpur on Tuesday, 21 April 2009 at 9.30 a.m., for the following purposes: 1. To receive the Audited Financial Statements for the financial year ended 31 December 2008 together with the Reports of the Directors and the Auditors thereon. (Resolution 1) To approve the payment of a final dividend of 5 sen per share less 25% income tax for the financial year ended 31 December 2008 as recommended by the Directors. (Resolution 2) To approve the payment of Directors' fees of up to RM338,000 for the financial year ending 31 December 2009 (2008: RM429,000).

(Resolution 3)

2.

3.

4. 5. 6.

To re-elect Dato' Khalid bin Haji Ismail, who is retiring pursuant to Article 98 of the Articles of Association of the Company. To elect Vimala A/P V.R. Menon, who is retiring pursuant to Article 103 of the Articles of Association of the Company.

(Resolution 4) (Resolution 5)

To re-elect Tan Sri Dato' Sulaiman bin Sujak, who is over the age of 70 years and retiring pursuant to Section 129 of the Companies Act, 1965 (the "Act"). (Resolution 6) To re-appoint the Auditors and to authorise the Directors to fix their remuneration. To transact any other ordinary business of which due notice shall be given.

(Resolution 7)

7. 8.

As Special Business: 9. To consider and, if thought fit, to pass the following Ordinary Resolution: "THAT the Directors of the Company be and are hereby authorised, pursuant to Section 132D of the Act, to issue shares in the Company at any time subject to Section 132D (3) of the Act and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed 10 percent of the issued share capital of the Company for the time being." (Resolution 8) 10. To consider and, if thought fit, to pass the following Ordinary Resolution: (i) "THAT, subject to the Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given to the Cycle & Carriage Bintang Berhad Group to renew the proposed shareholders' mandate for recurrent related party transactions of a revenue or trading nature with related parties which are necessary for the day to day operations and not more favourable to the related parties than those generally available to the public ("Proposed Shareholders' Mandate") and are not to the detriment of the minority shareholders as set out in Section 2.3 of the Circular and that the authority conferred by this resolution shall take effect immediately upon the passing of this resolution;

(ii) THAT such Proposed Shareholders' Mandate is subject to annual renewal and such approval shall continue to be in force until: (a) the conclusion of the next Annual General Meeting of the Company following this Annual General Meeting, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; (b) the expiration of the period within which the next Annual General Meeting after the date is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or (c) revoked or varied by resolution passed by the shareholders in general meeting; whichever is the earlier; (iii) THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the renewal and the extension of the scope of the Proposed Shareholders' Mandate;

072

Cycle & Carriage Bintang Berhad Annual Report 2008

As Special Business: (continued) (iv) THAT the estimates given of the recurrent related party transactions ("Recurrent Related Party Transactions") specified in Section 2.3.2 of the Circular being provisional in nature, the Directors and/or any of them be and are hereby authorised to agree to the actual amounts thereof provided always that such amount or amounts comply with the procedures set out in Section 2.4 of the Circular; and (v) THAT the aggregate value of the transactions conducted pursuant to the Proposed Shareholders' Mandate during the financial year be disclosed in the annual report in accordance with the Listing Requirements of Bursa Malaysia Securities Berhad."

(Resolution 9)

Notice of Dividend Entitlement and Payment NOTICE IS ALSO HEREBY GIVEN THAT subject to the approval of Members at the 41st Annual General Meeting of the Company to be held on Tuesday, 21 April 2009, a final dividend of 5 sen per share less 25% income tax, for the financial year ended 31 December 2008 will be paid on Friday, 19 June 2009 to Depositors whose names appear in the Record of Depositors on Friday, 29 May 2009. FURTHER NOTICE IS HEREBY GIVEN THAT a Depositor shall qualify for the dividend entitlement only in respect of: (a) shares transferred into the Depositor's Securities Account before 4.00 p.m. on Friday, 29 May 2009 in respect of ordinary transfers; and (b) shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa Malaysia Securities Berhad.

By Order of the Board

Yeap Kok Leong (MAICSA No 0862549) Oh Swee Chin (MAICSA No 7055178) Company Secretaries Kuala Lumpur, 30 March 2009

Notes: 1. A Member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or in the case of a corporation, to appoint a representative to attend and vote in his place. A proxy need not be a Member of the Company.

6. Where a Member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account. 7. For the purpose of determining a member who shall be entitled to attend the 41st Annual General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd, in accordance with Article 58(2) of the Company's Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991 to issue a General Meeting Record of Depositors as at 13 April 2009. Only a depositor whose name appears on the General Meeting Record of Depositors as at 13 April 2009 shall be entitled to attend the said meeting or appoint a proxy to attend and/or vote on his stead.

2. The Form of Proxy must be signed by the appointor or his attorney duly authorised in writing or if the appointor is a corporation either under common seal or under the hand of an attorney or an officer duly authorised. 3. In the event the Member duly executes the Form of Proxy but does not name any proxy, such Member shall be deemed to have appointed the Chairman of the meeting as his proxy. 4. Any alterations in the Form of Proxy must be initialled. 5. To be valid, the Form of Proxy duly completed must be deposited at the Registered Office of the Company at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia, not less than 48 hours before the time for holding the meeting or adjourned meeting.

financial year 2009 are calculated based on the number of scheduled Board and Committee meetings for 2009 and assuming that all Non-Executive Directors will hold office until the end of the financial year. This resolution is to facilitate payment of Directors' fees on current financial year basis. In the event the Directors' fees proposed is insufficient (e.g. due to more meetings or enlarged Board size), approval will be sought at the next Annual General Meeting for additional fees to meet the shortfall. Explanatory Notes on Special Business: Explanatory note on Resolution 8 of the Agenda The Ordinary Resolution 8 proposed pursuant to Section 132D of the Act, if passed, will empower the Directors to allot and issue shares in the Company up to an amount not exceeding in total 10 percent of the issued share capital of the Company for such purposes as the Directors consider would be in the interest of the Company. This authority, unless revoked or varied by the Company at a general meeting, will expire at the next Annual General Meeting. Explanatory note on Resolution 9 of the Agenda For further information on Ordinary Resolution 9, please refer to the Circular to Shareholders dated 30 March 2009 accompanying the Company's Annual Report for the year ended 31 December 2008.

Explanatory Notes on Ordinary Business: Explanatory note on Resolution 3 of the Agenda Directors' fees approved for the financial year 2008 was RM450,000. The actual Directors' fees for NonExecutive Directors paid during the financial year 2008 was RM429,000. The Directors' fees proposed for the

Cycle & Carriage Bintang Berhad Annual Report 2008

073

StAtEMEnt AccoMpAnYInG notIcE oF AnnUAl GEnERAl MEEtInG

Pursuant to Paragraph 8.28(2) of the Listing Requirements of Bursa Malaysia Securities Berhad ­ Particulars of Directors seeking election/re-election at the Annual General Meeting. Name Age Nationality Qualification Dato' Khalid bin Haji Ismail 68 years old Malaysian Bachelor of Arts (Honours) degree from University of Malaya MPA from University of Southern California, USA Non-Independent Non-Executive Director 24 February 2003 None Vimala A/P V.R. Menon 54 years old Malaysian Chartered Accountant ­ Associate member of Chartered Accountants in England and Wales and a member of Malaysian Institute of Accountants Independent Non-Executive Director 26 April 2008 Chairman of Audit Committee and a member of Nomination Committee and Remuneration Committee Previously, the Executive Director Finance & Corporate Services of EON Berhad, Director of EON Berhad, Director of EON Bank Berhad, Director of Jardine Cycle & Carriage Limited and Commissioner of PT Astra International Tbk Director ­ Finance & Corporate Affairs of Proton Holdings Berhad None None None

Position on the Board Date first appointed to the Board Membership of Board Committee

Working experience

Previously, held several senior posts in the Public Services Department, the Prime Minister's Department, the Ministry of Finance and retired as Secretary-General of the Ministry of Culture, Arts and Tourism Malaysia Group Country Chairman of Jardine Matheson Group of Companies in Malaysia None Held 8,000 ordinary shares in the Company None

Occupation

Other directorships of public companies in Malaysia Securities holdings in the Company and its subsidiaries Family relationship with any director and/ or substantial shareholder of the Company Conflict of interest Convictions for offences within the past 10 years other than traffic offences Attendance at Board meeting

None None 4/5 (80%)

None None 3/3 (100%)

074

Cycle & Carriage Bintang Berhad Annual Report 2008

Pursuant to Paragraph 8.28(2) of the Listing Requirements of Bursa Malaysia Securities Berhad ­ Particulars of Directors seeking re-election at the Annual General Meeting. Name Age Nationality Qualification Position on the Board Date first appointed to the Board Membership of Board Committee Working experience Tan Sri Dato' Sulaiman bin Sujak 75 years old Malaysian Graduate of Royal Air Force College, Cranwell, England Independent Non-Executive Director 24 February 2003 Chairman of Nomination Committee and a member of Audit Committee and Remuneration Committee Previously, adviser (now known as Assistant Governor) of Bank Negara Malaysia, Commercial Director of Kumpulan Guthrie Berhad and Deputy Chairman of Malaysian Airline System Berhad Former executive director and adviser of HSBC Bank Malaysia Berhad HSBC Bank Malaysia Berhad FACB Industries Incorporated Berhad Nationwide Express Courier Services Berhad None None

Occupation Other directorships of public companies in Malaysia Securities holdings in the Company and its subsidiaries Family relationship with any director and/ or substantial shareholder of the Company Conflict of interest Convictions for offences within the past 10 years other than traffic offences Attendance at Board meeting

None None 5/5 (100%)

Cycle & Carriage Bintang Berhad Annual Report 2008

075

proxy Form

Cycle & Carriage Bintang Berhad

(Incorporated in Malaysia) (7378-D)

I/We of

(NRIC)

(new)

(old)

being a member/members of CYCLE & CARRIAGE BINTANG BERHAD hereby appoint

(NRIC) (new) (old)

of or whom failing of to vote for me/us on my/our behalf at the Annual General Meeting to be held at Concorde Ballroom, Lobby Level, Concorde Hotel, Jalan Sultan Ismail, 50250 Kuala Lumpur on Tuesday, 21 April 2009 at 9.30 a.m. and at any adjournment of such meeting. (Should you desire to direct your proxy to vote on the Resolutions set out in the Notice of Meeting and summarised below, please indicate with an "X" in the appropriate spaces. If no specific direction as to voting is given, the proxy will vote or abstain at his discretion.) Ordinary Business Ordinary Resolution 1 Ordinary Resolution 2 Ordinary Resolution 3 Ordinary Resolution 4 Ordinary Resolution 5 Ordinary Resolution 6 Ordinary Resolution 7 Special Business Ordinary Resolution 8 Ordinary Resolution 9 For Against

(NRIC) (new) (old)

Number of shares held

Dated this

day of

2009 Signature of Member or Common Seal

Notes: 1. A Member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or in the case of a corporation, to appoint a representative to attend and vote in his place. A proxy need not be a Member of the Company. 2. The Form of Proxy must be signed by the appointor or his attorney duly authorised in writing or if the appointor is a corporation either under common seal or under the hand of an attorney or an officer duly authorised. 3. In the event the Member duly executes the Form of Proxy but does not name any proxy, such Member shall be deemed to have appointed the Chairman of the meetings as his proxy. 4. Any alterations in the Form of Proxy must be initialled. 5. To be valid, the Form of Proxy duly completed must be deposited at the Registered Office of the Company at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia, not less than 48 hours before the time for holding the meeting or adjourned meeting. 6. Where a Member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account. 7. For the purpose of determining a member who shall be entitled to attend the 41st Annual General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd, in accordance with Article 58(2) of the Company's Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991 to issue a General Meeting Record of Depositors as at 13 April 2009. Only a depositor whose name appears on the General Meeting Record of Depositors as at 13 April 2009 shall be entitled to attend the said meeting or appoint a proxy to attend and/or vote on his stead.

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Stamp

Cycle & Carriage Bintang Berhad (7378-D)

Level 18, The Gardens North Tower Mid Valley City, Lingkaran Syed Putra 59200 Kuala Lumpur Malaysia

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www.ccb.com.my

Information

Cycle & Carriage Bintang Berhad Annual Report 2008

80 pages

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