SCB Prospectus - Announcements - Bursa Malaysia

THIS INTRODUCTORY DOCUMENT IS FOR YOUR INFORMATION ONLY. NO ACTION IS REQUIRED TO BE TAKEN. 

If you have sold or transferred all your shares in Willowglen MSC Berhad (“Willowglen” or “Company”), you should at once forward 

this Introductory Document to the purchaser or agent through whom you effected the sale or transfer for onward transmission to the 

purchaser or transferee. 

The approval of the Securities Commission (“SC”) for the Transfer (as defined herein) should not be taken to indicate that the SC 

recommends the Transfer. 

Bursa Malaysia Securities Berhad has not perused this Introductory Document prior to its issuance, takes no 

responsibility for the contents of this Introductory Document, makes no representation as to its accuracy or completeness 

and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any 

part of the contents of this Introductory Document. 

WILLOWGLEN MSC BERHAD 

(Company No. 462648-V) 

(Incorporated in Malaysia under the Companies Act, 1965) 

INTRODUCTORY DOCUMENT 

IN RELATION TO 

THE TRANSFER OF THE LISTING OF AND QUOTATION FOR THE ENTIRE ISSUED AND PAID- 

UP SHARE CAPITAL OF WILLOWGLEN MSC BERHAD FROM THE ACE MARKET TO THE MAIN 

MARKET OF BURSA MALAYSIA SECURITIES BERHAD 

Adviser 

THIS INTRODUCTORY DOCUMENT IS DATED 23 SEPTEMBER 2010 

INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS 

INTRODUCTORY DOCUMENT. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER. 

THERE ARE CERTAIN RISK FACTORS WHICH PROSPECTIVE INVESTORS SHOULD 

CONSIDER. TURN TO SECTION 4 HEREIN FOR “RISK FACTORS”.

Company No. 462648-V 

PRESENTATION OF INFORMATION 

RESPONSIBILITY STATEMENTS 

OUR DIRECTORS HAVE SEEN AND APPROVED THIS INTRODUCTORY DOCUMENT AND THEY 

COLLECTIVELY AND INDIVIDUALLY ACCEPT FULL RESPONSIBILITY FOR THE ACCURACY OF 

THE INFORMATION CONTAINED HEREIN AND CONFIRM THAT, AFTER HAVING MADE ALL 

REASONABLE ENQUIRIES, AND TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, THEY 

CONFIRM THERE IS NO FALSE OR MISLEADING STATEMENT OR OTHER FACT, WHICH IF 

OMITTED, WOULD MAKE ANY STATEMENT IN THIS INTRODUCTORY DOCUMENT FALSE OR 

MISLEADING. 

OSK INVESTMENT BANK BERHAD (“OSK”), BEING THE ADVISER, ACKNOWLEDGES THAT, 

BASED ON ALL AVAILABLE INFORMATION, AND TO THE BEST OF ITS KNOWLEDGE AND 

BELIEF, THIS INTRODUCTORY DOCUMENT CONSTITUTES A FULL AND TRUE DISCLOSURE 

OF ALL MATERIAL FACTS CONCERNING THE TRANSFER. 

STATEMENT OF DISCLAIMER 

THE SECURITIES COMMISSION (“SC”) HAS APPROVED THE TRANSFER AND A COPY OF THIS 

INTRODUCTORY DOCUMENT HAS BEEN REGISTERED WITH THE SC. THE APPROVAL AND 

REGISTRATION OF THIS INTRODUCTORY DOCUMENT SHOULD NOT BE TAKEN TO INDICATE 

THAT THE SC RECOMMENDS THE TRANSFER OR ASSUMES RESPONSIBILITY FOR THE 

CORRECTNESS OF ANY STATEMENT MADE OR OPINION OR REPORT EXPRESSED IN THIS 

INTRODUCTORY DOCUMENT. THE SC HAS NOT, IN ANY WAY, CONSIDERED THE MERITS OF 

THE SECURITIES. 

THE SC IS NOT LIABLE FOR ANY NON-DISCLOSURE ON THE PART OF THE COMPANY AND 

TAKES NO RESPONSIBILITY FOR THE CONTENTS OF THIS INTRODUCTORY DOCUMENT, 

MAKES NO REPRESENTATION AS TO ITS ACCURACY OR COMPLETENESS, AND EXPRESSLY 

DISCLAIMS ANY LIABILITY FOR ANY LOSS YOU MAY SUFFER ARISING FROM OR IN 

RELIANCE UPON THE WHOLE OR ANY PART OF THIS INTRODUCTORY DOCUMENT. 

HOWEVER, NO ACTION IS REQUIRED TO BE TAKEN. 

APPROVAL HAS BEEN OBTAINED FROM BURSA MALAYSIA SECURITIES BERHAD (“BURSA 

SECURITIES”) FOR THE TRANSFER. THE TRANSFER IS NOT TO BE TAKEN AS AN INDICATION 

OF THE MERITS OF THE SECURITIES. BURSA SECURITIES SHALL NOT BE LIABLE FOR ANY 

NON-DISCLOSURE IN THIS INTRODUCTORY DOCUMENT AND TAKES NO RESPONSIBILITY 

FOR THE CONTENTS OF THIS DOCUMENT, MAKES NO REPRESENTATION AS TO ITS 

ACCURACY OR COMPLETENESS AND EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER 

FOR ANY LOSS HOWSOEVER ARISING FROM OR IN RELIANCE UPON THE WHOLE OR ANY 

PART OF THE CONTENTS OF THIS INTRODUCTORY DOCUMENT. 

INVESTORS ARE ADVISED TO NOTE THAT RECOURSE FOR FALSE OR MISLEADING 

STATEMENTS OR ACTS MADE IN CONNECTION WITH THE INTRODUCTORY DOCUMENT IS 

DIRECTLY AVAILABLE THROUGH SECTIONS 248, 249 AND 357 OF THE CAPITAL MARKETS 

AND SERVICES ACT, 2007. 

THIS INTRODUCTORY DOCUMENT CAN ALSO BE VIEWED OR DOWNLOADED FROM BURSA 

SECURITIES’ WEBSITE AT www.bursamalaysia.com. THE CONTENTS OF THE ELECTRONIC 

INTRODUCTORY DOCUMENT ARE AS PER THE CONTENTS OF THE COPY OF THIS 

INTRODUCTORY DOCUMENT REGISTERED WITH THE SC. 

i


PRESENTATION OF INFORMATION 

All references to “Willowglen” and “our Company” in this Introductory Document are to Willowglen 

MSC Berhad, references to “our Group” are to our Company and our subsidiaries taken as a whole 

and references to “we”, “us”, “our” and “ourselves” are to our Company and our subsidiaries, save 

where the context otherwise requires. Unless the context otherwise requires, references to 

“management” are to our Directors, key management and key technical personnel as at the date of 

this Introductory Document, and statements as to our beliefs, expectations, estimates and opinions 

are those of our management. 

The word “approximately” used in this Introductory Document is to indicate that a number is not an 

exact one, but that number is usually rounded off to the nearest hundredth or two (2) decimal places. 

Any discrepancies in the tables included herein between the amounts listed and the totals thereof are 

due to rounding. 

Words denoting the singular shall, where applicable, include the plural and vice versa. Words 

denoting the masculine gender shall, where applicable, include the feminine and neuter genders and 

vice versa. Any reference to persons shall include a corporation, unless otherwise specified. 

Any reference in this Introductory Document to any enactment is a reference to that enactment as for 

the time being amended or re-enacted. Any reference to a time of day in this Introductory Document 

shall be reference to Malaysian time, unless otherwise specified. 

This Introductory Document includes statistical data provided by us and various third parties and cites 

third-party projections regarding growth and performance of the industry in which we operate. This 

data is taken or derived from information published by industry sources and from our internal data. In 

each such case, the source is stated in this Introductory Document, provided that where no source is 

stated, it can be assumed that the information originates from us. We believe that the statistical data 

and projections cited in this Introductory Document are useful in helping you understand the major 

trends in the industry in which we operate. However, neither we nor our Adviser has independently 

verified these data. Neither we nor our Adviser makes any representation as to the correctness, 

accuracy or completeness of such data and accordingly, you should not place undue reliance on the 

statistical data cited in this Introductory Document. Similarly, third-party projections cited in this 

Introductory Document are subject to significant uncertainties that could cause actual data to differ 

materially from the projected figures. Hence, you should not place undue reliance on the third-party 

projections cited in this Introductory Document. 

The information on our website, or any website directly or indirectly linked to such website does not 

form part of this Introductory Document and you should not rely on it. 

THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK 

ii


FORWARD-LOOKING STATEMENTS 

This Introductory Document contains forward-looking statements. All statements other than those of 

historical facts included in this Introductory Document, including, without limitation, those regarding 

our Group’s financial position, business strategies, plans and objectives of our management for future 

operations, are forward-looking statements. Such forward-looking statements involve known and 

unknown risks, uncertainties, contingencies and other factors which may cause our actual results, our 

performance or achievements, or industry results, to be materially different from any future results, 

performance or achievements expressed or implied by such forward-looking statements. Such 

forward-looking statements are based on numerous assumptions regarding our Group’s present and 

future business strategies and the environment in which our Group will operate in the future. Such 

forward-looking statements reflect our management’s current view with respect to future events and 

are not a guarantee of future performance. 

Some of these forward-looking statements can be identified by the use of forward-looking terminology 

such as the words “may”, “will”, “would”, “could”, “believe”, “expect”, “anticipate”, “intend”, “estimate”, 

“aim”, “plan”, “forecast” or similar expressions and include all statements that are not historical facts. 

Such forward-looking statements include, without limitation, statements relating to: 

(a) demand for our products and services; 

(b) our business strategies; 

(c) plans and objectives of our management for future operations; 

(d) our financial position; and 

(e) our future earnings, cash flows and liquidity. 

Our actual results may differ materially from information contained in such forward-looking statements 

as a result of a number of factors beyond our control, including, without limitation: 

(a) the economic, political and investment environment in Malaysia and globally; and 

(b) government policy, legislation or regulation. 

Additional factors that could cause our actual results, performance or achievements to differ materially 

include, but are not limited to those discussed in Section 4 – “Risk Factors” and Section 10.3 – 

“Management’s Discussion and Analysis of Financial Conditions, Results of Operations and 

Prospects” of this Introductory Document. Due to these and other uncertainties, we cannot assure you 

that the forward-looking statements included in this Introductory Document will be realised. 

The forward-looking statements in this Introductory Document are based on information available to 

us as at the date of this Introductory Document. We expressly disclaim any obligation or undertaking 

to release publicly any update or revision to any forward-looking statement contained in this 

Introductory Document to reflect any change in our expectations with regard thereto or any change in 

events, conditions or circumstances on which any such statement is based. 

You will be deemed to have read and understood the descriptions of the assumptions and 

uncertainties underlying the forward-looking statements that are contained herein. 

iii


DEFINITIONS 

The following definitions shall apply throughout this Introductory Document unless the definitions are 

defined otherwise or the context requires otherwise:- 

ACE Market : ACE Market of Bursa Securities 

Act : The Malaysian Companies Act, 1965, as amended from time to 

time and any re-enactment thereof 

Board : The Board of Directors of Willowglen 

Bursa Depository : Bursa Malaysia Depository Sdn Bhd (65570-W), a subsidiary of 

Bursa Securities 

Bursa Securities : Bursa Malaysia Securities Berhad (635998-W) 

CAGR : Compounded Annual Growth Rate 

CMSA : Capital Markets and Services Act, 2007 

DCSB : Dindings Consolidated Sdn Bhd (8226-P) 

Director(s) : Shall have the meaning of Section 4 of the Act 

EBITDA : Earnings before interest, tax, depreciation and amortisation 

EPSB : Elegant Preference Sdn Bhd (724332-D) 

EPS : Earnings per Share 

Equimatics : Equimatics Engineering Sdn Bhd (605666-P) 

FPE : Financial period ended / ending, as the case may be 

FYE : Financial year ended / ending, as the case may be 

GB Tech : GB Tech Sdn Bhd (714154-U) 

GUI : Graphical User Interface 

HMI : Human Machine Interface 

JQHSB : Jian Qi Holdings Sdn Bhd (110363-V) 

KCM : Khor Chai Moi 

LMSB : Land Management Sdn Bhd (67853-U) 

Listing Requirements : Listing Requirements of Bursa Securities, and all amendments 

thereto 

LPD : 23 August 2010, being the latest practicable date prior to the 

issuance of this Introductory Document 

Main Market : The Main Market of Bursa Securities 

Market Day : Any day between Monday and Friday (inclusive of both days) 

which is not a public holiday and on which Bursa Securities is 

open for the trading of securities 

MDC : Multimedia Development Corporation Sdn Bhd (389346-D) 

MITI : Ministry of International Trade and Industry, Malaysia 

MSC : Multimedia Super Corridor 

NA : Net assets 

NASB : New Advent Sdn Bhd (415255-H) 

OLH : Ong Leong Huat @ Wong Joo Hwa 

OPC : Object Linking and Embedding (“OLE”) for Process Control 

OSK : OSK Investment Bank Berhad (14152-V) 

OSKCP : OSK Capital Partners Sdn Bhd (682948-W) 

OSK Group : OSKH and its subsidiaries, collectively 

iv


DEFINITIONS (CONT'D) 

OSKH : OSK Holdings Berhad (207075-U) 

OSKP : OSK Property Holdings Berhad (201666-D) 

OSKVE : OSK Venture Equities Sdn Bhd (505788-D) 

OSKVI : OSK Ventures International Berhad (636117-K) 

PAT : Profit after taxation 

PBT : Profit before taxation 

PJD : PJ Development Holdings Berhad (5938-A) 

PJD Group : PJD and its subsidiaries, collectively 

Promoters : NASB, DCSB, LMSB, OSKCP, OSKVE, OSKVI, KCM, WAC and 

OLH 

PR : Permanent Resident 

R&D : Research and development 

RM and sen : Ringgit Malaysia and sen respectively 

RTU : Remote Terminal Unit 

SC : Securities Commission 

SCADA : Supervisory Control and Data Acquisition 

SC Guidelines : The Equity Guidelines issued by the SC 

SGD : Singapore Dollar 

SMS : Short Messaging System 

Transfer : Transfer of the listing of and quotation for the entire issued and 

paid-up share capital of Willowglen from the ACE Market to the 

Main Market of Bursa Securities 

UAE : United Arab Emirates 

USA : United States of America 

USD : United States Dollar 

WAC : Wong Ah Chiew 

WHKPL : Willowglen (Hong Kong) Pte Limited (811887) 

Willowglen or the Company : Willowglen MSC Berhad (462648-V) 

Willowglen Group or the 

Group 

: Willowglen and its subsidiaries, collectively 

Willowglen 

Share(s) 

Share(s) or : Ordinary shares of RM0.10 each in Willowglen 

WMSB : Willowglen (Malaysia) Sdn Bhd (351570-A) 

WSPL : Willowglen Services Pte Ltd (198602842-C) 

Words importing the singular shall, where applicable, include the plural and vice versa and words 

importing the masculine gender shall, where applicable, include the feminine and neuter genders and 

vice versa. Reference to persons shall include a corporation, unless otherwise specified. 

Any reference in this Introductory Document to any enactment is a reference to that enactment as for 

the time being amended or re-enacted. Any reference to a time of day in this Introductory Document 

shall be reference to Malaysian time, unless otherwise stated. 

v


TABLE OF CONTENTS 

1. CORPORATE DIRECTORY......................................................................................................1 

2. INFORMATION SUMMARY ......................................................................................................4 

2.1 HISTORY AND BUSINESS ........................................................................................4 

2.2 DETAILS OF THE TRANSFER ..................................................................................4 

2.3 FINANCIAL HIGHLIGHTS..........................................................................................5 

2.4 RISK FACTORS .........................................................................................................7 

3. PARTICULARS OF THE TRANSFER ......................................................................................8 

3.1 INTRODUCTION........................................................................................................8 

3.2 DETAILS OF THE TRANSFER ..................................................................................8 

3.3 RATIONALE FOR THE TRANSFER ..........................................................................9 

3.4 APPROVALS OBTAINED & WAIVER SOUGHT........................................................9 

3.5 MARKET CAPITALISATION ....................................................................................10 

4. RISK FACTORS ......................................................................................................................11 

4.1 RISKS RELATING TO OUR INDUSTRY AND OUR BUSINESS .............................11 

4.2 RISKS RELATING TO OUR SHARES AND SHARE PRICES .................................14 

5. INFORMATION ON OUR GROUP ..........................................................................................15 

5.1 HISTORY AND BUSINESS ......................................................................................15 

5.2 SHARE CAPITAL .....................................................................................................17 

5.3 SUBSIDIARIES AND ASSOCIATED COMPANIES .................................................18 

5.4 INFORMATION ON SUBSIDIARIES........................................................................18 

5.5 MATERIAL CAPITAL EXPENDITURES AND DIVESTITURES ...............................21 

5.6 KEY ACHIEVEMENTS / MILESTONES ...................................................................21 

6. BUSINESS OVERVIEW ..........................................................................................................22 

6.1 OUR BUSINESS.......................................................................................................22 

6.2 FUTURE PLANS, STRATEGIES AND PROSPECTS ..............................................46 

7. INDUSTRY OVERVIEW AND OUTLOOK ..............................................................................49 

7.1 OVERVIEW AND OUTLOOK OF THE GLOBAL ECONOMY ..................................49 

7.2 OVERVIEW AND OUTLOOK OF THE ASIA PACIFIC ECONOMY..........................49 

7.3 OVERVIEW AND OUTLOOK OF THE MALAYSIAN ECONOMY ............................50 

7.4 OVERVIEW AND OUTLOOK OF THE SINGAPORE ECONOMY ...........................51 

7.5 OVERVIEW AND OUTLOOK OF THE SCADA INDUSTRY.....................................51 

7.6 INDUSTRY PLAYERS AND COMPETITION ...........................................................58 

7.7 RELEVANT LAWS AND REGULATIONS ................................................................58 

7.8 DEMAND/SUPPLY CONDITIONS ...........................................................................58 

7.9 SUBSTITUTE PRODUCTS / SERVICES .................................................................59 

7.10 INDUSTRY’S RELIANCE ON AND VULNERABILITY TO IMPORTS ......................59 

8. INFORMATION ON DIRECTORS, SUBSTANTIAL SHAREHOLDERS, KEY 

MANAGEMENT AND/OR TECHNICAL PERSONNEL ..........................................................60 

8.1 DIRECTORS ............................................................................................................60 

8.2 BOARD PRACTICES ...............................................................................................65 

8.3 SUBSTANTIAL SHAREHOLDERS ..........................................................................67 

8.4 KEY MANAGEMENT AND TECHNICAL PERSONNEL...........................................73 

8.5 INVOLVEMENT OF EXECUTIVE DIRECTORS/KEY MANAGEMENT AND 

TECHNICAL PERSONNEL IN OTHER BUSINESSES/CORPORATIONS..............77 

8.6 DECLARATIONS FROM OUR PROMOTERS, DIRECTORS AND KEY 

MANAGEMENT AND TECHNICAL PERSONNEL...................................................77 

8.7 FAMILY RELATIONSHIPS AND ASSOCIATIONS ..................................................77 

8.8 PROMOTERS, DIRECTORS AND/OR SUBSTANTIAL SHAREHOLDERS’ 

BENEFIT ..................................................................................................................78 

8.9 SERVICE AGREEMENTS........................................................................................78 

8.10 MANAGEMENT AND EMPLOYEES ........................................................................78 

8.11 EMPLOYEE TRAINING AND DEVELOPMENT .......................................................78 

9. RELATED PARTY TRANSACTIONS AND CONFLICT OF INTEREST ................................81 

9.1 RELATED PARTY TRANSACTIONS.......................................................................81 

9.2 TRANSACTIONS THAT ARE UNUSUAL IN NATURE OR CONDITION .................86 

vi


TABLE OF CONTENTS (CONT’D) 

9.3 OUTSTANDING LOANS ..........................................................................................86 

9.4 INTERESTS IN A SIMILAR BUSINESS ...................................................................86 

9.5 INTERESTS IN OTHER BUSINESS WHICH ARE OUR CUSTOMERS OR 

SUPPLIERS .............................................................................................................86 

9.6 PROMOTION OF ANY MATERIAL ASSETS ACQUIRED / TO BE ACQUIRED ......86 

9.7 DECLARATION BY ADVISERS ...............................................................................86 

10. FINANCIAL INFORMATION ...................................................................................................88 

10.1 HISTORICAL FINANCIAL INFORMATION ..............................................................88 

10.2 CAPITALISATION AND INDEBTEDNESS...............................................................90 

10.3 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS, 

RESULTS OF OPERATIONS AND PROSPECTS ...................................................90 

11. ACCOUNTANTS’ REPORT ..................................................................................................111 

12. LATEST QUARTERLY REPORT OF THE WILLOWGLEN GROUP FOR THE SIX (6) 

MONTHS FINANCIAL PERIOD ENDED 30 JUNE 2010......................................................185 

13. DIRECTORS’ REPORT.........................................................................................................198 

14. ADDITIONAL INFORMATION ..............................................................................................199 

14.1 SHARE CAPITAL ...................................................................................................199 

14.2 ARTICLES OF ASSOCIATION...............................................................................199 

14.3 DIRECTORS AND SUBSTANTIAL SHAREHOLDERS..........................................204 

14.4 MATERIAL LITIGATION.........................................................................................204 

14.5 MATERIAL CONTRACTS ......................................................................................204 

14.6 MATERIAL COMMITMENT AND CONTINGENT LIABILITIES..............................204 

14.7 GOVERNMENTAL LAW, DECREE, REGULATION OR OTHER REQUIREMENT 

WHICH MAY AFFECT THE REPATRIATION OF CAPITAL AND THE 

REMITTANCE OF PROFIT ....................................................................................205 

14.8 TAKE-OVERS ........................................................................................................205 

14.9 CONSENTS............................................................................................................205 

14.10 DOCUMENTS FOR INSPECTION.........................................................................205 

14.11 RESPONSIBILITY STATEMENTS.........................................................................205 


vii


1. CORPORATE DIRECTORY 

BOARD OF DIRECTORS 

Name Address Occupation Nationality 

Alfian Bin Tan Sri Mohamed 15 Jalan BRP3/3B 

Company Malaysian 

Basir 

Sunway Rahman Putra Director 

Chairman and Independent Bukit Rahman Putra 

Non-Executive Director 

40160 Shah Alam 

Selangor Darul Ehsan 

Khor Chai Moi 

Managing Director 

Wong Ah Chiew 


Wang Shi Tsang 

Independent Non-Executive 

Director 

Mohd Isa Bin Ismail 

Independent Non-Executive 

Director 

21, Persiaran Basong 

Damansara Heights 

50490 Kuala Lumpur 

86, Jalan Keruing 

Bukit Bandaraya, Bangsar 


4 Jalan Bunga 

Tanjung 11A 

Taman Seraya 


Lot 92 Jalan Kiambang 6/1 

Taman Kiambang Indah 

Senawang 

70450 Seremban 

Negeri Sembilan 

Company 

Director 

Company 

Director 

Company 

Director 

Company 

Director 

Malaysian 




AUDIT COMMITTEE 

Name Designation Directorship 

Wang Shi Tsang Chairman Independent Non-Executive Director 

Alfian Bin Tan Sri Mohamed Basir Member Chairman and Independent Non- 

Wong Ah Chiew Member 

Executive Director 


Mohd Isa Bin Ismail Member Independent Non-Executive Director 

NOMINATION & REMUNERATION COMMITTEE 


Alfian Bin Tan Sri Mohamed Basir Chairman Chairman and Independent Non- 

Wang Shi Tsang Member 


Independent Non-Executive Director 

Wong Ah Chiew Member Non-Executive Director 


COMPANY SECRETARIES : Leong Keng Yuen (MIA 6090) 

7 Hala Lawan Kuda 

30250 Ipoh 

Perak Darul Ridzuan 

1


1. CORPORATE DIRECTORY (CONT’D) 

COMPANY SECRETARIES 

(CONT’D) 

: Yeoh Peik Hong (MAICSA 7034341) 

43 Jalan PJU 1A/1J 

Ara Damansara 

47301 Petaling Jaya 


REGISTERED OFFICE : 17th Floor, Plaza OSK 

Jalan Ampang 


CORPORATE OFFICE AND 

PRINCIPAL PLACE OF BUSINESS 

Telephone No. : 03-2161 7722 

Facsimile No. : 03-2161 7782 

: 17 Jalan 2/149B 

Taman Sri Endah 

Bandar Baru Sri Petaling 


PRINCIPAL BANKERS : CIMB Bank Berhad 

10 th Floor 

Bangunan CIMB 

Jalan Semantan 

Damansara Heights 


Telephone No. : 03-9057 1228 

Facsimile No. : 03-9057 1218 

Website : www.willowglen.com.my 

E-mail address : corpinfo@willowglen.com.my 

Telephone No. : 03-2084 8888 

Facsimile No. : 03-2084 9888 

United Overseas Bank Malaysia Berhad 

Puchong Branch 

No. 5 & 6, Jalan Kenari 5 

Bandar Puchong Jaya 

47100 Puchong 


Telephone No. : 03-8076 8989 

Facsimile No. : 03-8076 8181 

Malayan Banking Berhad 

Ground Floor, Support Service Building 

Technology Park Malaysia 

Bukit Jalil 


Telephone No. : 03-8996 1069 

Facsimile No. : 03-8996 1073 

2


1. CORPORATE DIRECTORY (CONT’D) 

PRINCIPAL BANKERS 

(CONT’D) 

AUDITORS AND REPORTING 

ACCOUNTANTS 

SOLICITORS FOR THE 

TRANSFER 

Malayan Banking Berhad 

Maybank Tower 

2 Battery Road 

Singapore 049907 

Telephone No. : 65-6550 7404 

Facsimile No. : 65-6535 6155 

: Baker Tilly Monteiro Heng 

22, Monteiro Heng Chambers 

Jalan Tun Sambanthan 3 


Telephone No. : 03-2274 8988 

Facsimile No. : 03-2260 1708 

: Cheang & Ariff 

39 Court @ Loke Mansion 

273A, Jalan Medan Tuanku 


Telephone No. : 03-2691 0803 

Facsimile No. : 03-2693 4475 

ADVISER : OSK Investment Bank Berhad 

20th Floor, Plaza OSK 

Jalan Ampang 


Telephone No. : 03 - 2333 8333 

Facsimile No. : 03 - 2175 3217 

SHARE REGISTRAR : Symphony Share Registrars Sdn Bhd 

Level 6, Symphony House 

Block D13, Pusat Dagangan Dana 1 

Jalan PJU 1A/46 

47301 Petaling Jaya 


STOCK EXCHANGE LISTING 

SOUGHT IN RELATION TO THE 

TRANSFER 

Telephone No. : 03-7841 8000 

Facsimile No. : 03-7841 8008 

: Main Market of Bursa Securities 

Stock Name : WILLOW 

Stock Code : 0008 

Sector : Technology 

3


2. INFORMATION SUMMARY 

THIS FOLLOWING INFORMATION SUMMARY SETS OUT THE SALIENT INFORMATION 

CONTAINED IN THIS INTRODUCTORY DOCUMENT. YOU SHOULD READ AND UNDERSTAND 

THIS INFORMATION SUMMARY TOGETHER WITH THE FULL TEXT OF THIS INTRODUCTORY 

DOCUMENT. 

2.1 HISTORY AND BUSINESS 

Willowglen was incorporated in Malaysia on 20 May 1998 under the Act, as a private limited 

company with the name of Willowglen MSC Sdn Bhd which was subsequently converted to a 

public limited company on 27 November 2000. 

As at the LPD, Willowglen has an authorized share capital of RM100,000,000 comprising 

1,000,000,000 Willowglen Shares and an issued and paid-up share capital of RM24,800,000 

comprising 248,000,000 Willowglen Shares. Willowglen is primarily involved in the research, 

development and supply of real-time control systems and information solutions. 

As at the LPD, Willowglen has three (3) wholly-owned subsidiaries, namely WMSB, GB Tech 

and WSPL. Below is a graphical presentation of our Group structure:- 

Willowglen 

WMS B GBTech WS PL 

Further information on our Group is disclosed under Section 5 of this Introductory Document. 

Further information on our substantial shareholders, Directors, key management and 

technical personnel and their direct and indirect shareholdings in our Group are disclosed 

under Section 8 of this Introductory Document. 

2.2 DETAILS OF THE TRANSFER 

Willowglen is undertaking a transfer of the listing of and quotation for the entire issued and 

paid-up share capital of RM24,800,000 comprising 248,000,000 Willowglen Shares from the 

ACE Market to the Main Market of Bursa Securities by fulfilling the profit requirement test as 

set out in the SC’s Equity Guidelines. 

Please refer to Section 3 of this Introductory Document for further information on our 

Transfer. 

4


2. INFORMATION SUMMARY (CONT'D) 

2.3 FINANCIAL HIGHLIGHTS 

2.3.1 CONSOLIDATED INCOME STATEMENTS OF OUR GROUP 

The following table sets forth a summary of our audited consolidated income 

statements for the past three (3) FYE 31 December 2009 and the unaudited six (6)month 

FPE 30 June 2010. The six (6)-month FPE 30 June 2009 has been included 

as a comparison for the six (6)-month FPE 30 June 2010. 

The consolidated income statements is extracted from and should be read in 

conjunction with the Accountants’ Report together with its accompanying notes and 

assumptions and the six (6)-month FPE 30 June 2010 as set out in Sections 11 and 

12 of this Introductory Document. 

Unaudited FPE 30 June 

2007 (1) 

RM'000 

5 

2008 (1) 

RM'000 

2009 (1) 

RM’000 

2009 

RM’000 

2010 

RM’000 

Revenue 51,937 51,157 62,001 31,254 27,656 

Cost of sales (34,302) (31,424) (37,395) (18,834) (15,922) 

Gross profit 17,635 19,733 24,606 12,420 11,734 

Other income 897 891 1,728 324 528 

Administrative expenses (8,764) (10,636) (11,139) (5,314) (6,298) 

Profit from operations 9,768 9,988 15,195 7,430 5,964 

Finance costs (55) (29) (31) (20) (11) 

PBT 9,713 9,959 15,164 7,410 5,953 

Income tax expense (1,475) (1,898) (2,550) (1,266) (1,023) 

PAT 8,238 8,061 12,614 6,144 4,930 

Weighted average number of 

ordinary shares in issue (‘000)* 

248,000 247,832 247,585 247,601 247,570 

EBITDA 9,716 9,871 15,149 7,419 5,943 

Gross EPS (sen) 3.92 4.02 6.12 2.99 2.40 

Net EPS (sen) 3.32 3.25 5.10 2.48 1.99 

Gross profit margin (%) 33.95 38.57 39.69 39.74 42.43 

PBT margin (%) 18.70 19.47 24.46 23.71 21.53 

PAT margin (%) 15.86 15.76 20.34 19.66 17.83 

Effective tax rate (%) 15.33 19.10 16.99 17.09 17.18 

Notes:- 

(1) As extracted from the audited accounts for the past three (3) FYE 31 December 2009. 

* Excludes treasury shares. 

Our audited financial statements for the past three (3) financial years have not been 

subjected to any audit qualification. There were no extraordinary items in the audited 

financial statements of our Group during the years under review.



2.3.2 CONSOLIDATED BALANCE SHEET OF WILLOWGLEN AS AT 31 DECEMBER 

2009 

ASSETS 

The following table summarises the audited consolidated balance sheet of our Group 

as at 31 December 2009 and the unaudited consolidated balance sheet of our Group 

as at 30 June 2010 which can be found in the Accountants’ Report and the latest 

report for the six (6)-month FPE 30 June 2010 as set out in Sections 11 and 12 of 

this Introductory Document. 

6 

Audited as at Unaudited as at 

31 December 2009 30 June 2010 

RM’000 RM’000 

Non-current assets 9,064 9,252 

Current assets 60,412 56,403 

TOTAL ASSETS 69,476 65,655 

EQUITY AND LIABILITIES 

Equity attributable to shareholders of the company 

Share capital 24,800 24,800 

Treasury shares (75) (75) 

Reserves 35,636 32,033 

Total Equity 60,361 56,758 

Non-current liability 93 88 

Current liabilities 9,022 8,809 

Total liabilities 9,115 8,897 

TOTAL EQUITY AND LIABILITIES 69,476 65,655 

Number of shares in issue (‘000)* 247,570 247,570 

NA per share (RM) 0.24 0.23 

Note: 

* Excludes treasury shares. 

Further information on our financials are set out in Section 10 of this Introductory Document. 

THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK



2.4 RISK FACTORS 

You should carefully consider, along with other matters in this Introductory Document, the 

risks and investment considerations as set out in Section 4 of this Introductory Document 

(which may not be exhaustive): 

(a) Risks relating to our industry and our business: 

i. Competition 

ii. Rapid Technological I Product Change in the SCADA Market 

iii. Product Risks 

iv. Dependence on Directors and Key Personnel 

v. Reliance on Major Relationships 

vi. Protection of Group and Third Party Proprietary Technology / Intellectual 

Property Rights 

vii. Litigation Risks 

viii. Change in MSC Status 

(b) Risks relating to our Shares and Share prices 


7


3. PARTICULARS OF THE TRANSFER 

3.1 INTRODUCTION 

On 24 November 2009, OSK had announced on behalf of our Board that we propose to 

undertake a transfer of the listing of and quotation for our entire issued and paid-up share 

capital from the ACE Market to the Main Market of Bursa Securities. 

The SC had, vide its letter dated 27 August 2010 approved our Transfer. The conditions 

imposed by the SC as well as our status of compliance are set out in Section 3.4 of this 

Introductory Document. The approval of the SC, however, shall not be taken to indicate that 

the SC recommends our Transfer. 

Approval in-principle has also been obtained from Bursa Securities vide its letter dated 13 

September 2010 for our Transfer. Willowglen Shares will be transferred to the Main Market of 

Bursa Securities two (2) clear market days after the following:- 

(i) Issuance of this Introductory Document in relation to the Transfer; 

(ii) A box advertisement for the Transfer is advertised; and 

(iii) Announcement to Bursa Securities on the date of Transfer. 

The SC and Bursa Securities assume no responsibility for the correctness of any statement 

made or of any opinion or report expressed in this Introductory Document. Our transfer to the 

Official List of the Main Market of Bursa Securities shall not be taken as an indication of the 

merits of our Company, our Shares or our Transfer. 

You should rely on the information contained in this Introductory Document or any applicable 

Introductory Document supplement. We or our adviser have not authorised anyone to provide 

you with information that is different and not contained in this Introductory Document. The 

delivery of this Introductory Document or any issue made in connection with this Introductory 

Document shall not, under any circumstances, constitute a representation or create any 

implication that there has been no change in our affairs since the date of this Introductory 

Document. Nonetheless, should our Company become aware of any subsequent material 

change or development affecting a matter disclosed in this Introductory Document arising 

from the date of issue of this Introductory Document up to the date of the Transfer, our 

Company shall further issue a supplemental or replacement document, as the case may be, 

in accordance with the provisions of Section 238 of the CMSA. 

THE PURPOSE OF THIS INTRODUCTORY DOCUMENT IS TO PROVIDE YOU WITH OUR 

INFORMATION AND THE DETAILS OF THE TRANSFER, AND IT IS INTENDED FOR 

YOUR INFORMATION ONLY. NO ACTION IS REQUIRED ON YOUR PART. 

3.2 DETAILS OF THE TRANSFER 

Under the profit test as set out under Chapter 8 of the SC Guidelines, a company listed on the 

ACE Market may seek a transfer of listing to the Main Market if it meets the profit 

requirements of three (3) to five (5) financial years based on audited financial statements, with 

an aggregate after-tax profit of at least RM20 million and an after-tax profit for the most recent 

financial year of at least RM6 million. 

The Willowglen Group recorded an aggregate audited consolidated PAT of approximately 

RM28.91 million over the past three (3) financial years ended 31 December 2009 and an 

audited consolidated PAT of approximately RM12.61 million in respect of the FYE 31 

December 2009. Willowglen has thus fulfilled the profit test requirements and is eligible for a 

transfer. 

8


3. PARTICULARS OF THE TRANSFER (CONT’D) 

FYE 31 December 

2007 

(RM’000) 

2008 

(RM’000) 

9 

2009 

(RM’000) 

Aggregate 

(RM’000) 

PAT 8,238 8,061 12,614 28,913 

Willowglen did not, in the past three (3) to five (5) financial years in consideration, experience 

any change to its core business activity nor did the Company have any changes in its 

controlling shareholders. As such, Willowglen has met the requirements under the provision 

of the profit test as stated in the SC Guidelines. 

As Willowglen is a MSC status company, there is no Bumiputera equity requirement. Hence, 

the Company does not require MITI to nominate investors to take up the additional shares for 

the compliance of the 12.5% or at least half of the total public portion to be held by 

Bumiputera requirement, whichever is higher. 

3.3 RATIONALE FOR THE TRANSFER 

The Transfer, when completed, will better reflect the stature of the operations of our Group 

and will also accord us with greater recognition and acceptance amongst investors 

particularly institutional investors. The Transfer is expected to enhance our prestige and 

reputation, and the confidence of our Group’s customers, suppliers and bankers as well as 

our shareholders in our Group. 

3.4 APPROVALS OBTAINED & WAIVER SOUGHT 

The SC granted its approval for the Transfer vide its letter dated 27 August 2010. Bursa 

Securities granted its approval for the Transfer vide its letter dated 13 September 2010. The 

condition imposed by the SC and the status of compliance with the condition are set out as 

follows:- 

Conditions imposed by the SC Status of compliance 

OSK/ Willowglen to fully comply with all the relevant requirements 

pertaining to the implementation of the Proposed Transfer as 

stipulated in the Equity Guidelines. 

Complied 

The SC had approved the following exemptions sought by us under the Prospectus 

Guidelines vide its letter dated 30 September 2009:- 

Details of exemption Decisions and 

conditions imposed 

by the SC 

Chapter 5, Information 

Summary - Waiver 

sought from complying 

with Chapter 5 

Approved, subject to 

Willowglen disclosing 

the relevant details 

available on the 

Proposed Transfer in 

the Introductory 

Document. 

Status of compliance 

Met. A summary of the Transfer and relevant 

details of our Group are set out in Section 2 of 

this Introductory Document.


3. PARTICULARS OF THE TRANSFER (CONT’D) 

Chapter 12 – 

Paragraphs 12.10– 

12.12 - Waiver sought 

from submitting interim 

audited financial 

statement. Instead, a 

copy of the latest 

quarterly report of 

Willowglen will be 

included in the 

Introductory Document. 

Chapter 12 – 

Paragraph 12.16 - 

Waiver sought from 

submitting pro forma 

financial information. 

Instead, a copy of the 

latest audited financial 

statement of 

Willowglen will be 

included in the 



Willowglen including its 

latest quarterly report 

in the Introductory 

Document. 


Willowglen making the 

disclosure using actual 

financial information 

confirming to the SC 

that Willowglen Group 

has been in existence 

since the beginning of 

the relevant period. 

3.5 MARKET CAPITALISATION 

10 

Met. The latest report for the six (6)-month FPE 

30 June 2010 of Willowglen Group is set out in 

Section 12 of this Introductory Document. 

Met. The Accountants' Report prepared based 

on actual financial information of our Group is 

set out in Section 11 of this Introductory 

Document. 

We confirm that our Group has been in 

existence since the beginning of the FYE 31 

December 2007, being the beginning of the 

profit track record period pursuant to the 

Transfer. 

Based on the issued and paid-up capital of our Company of 248,000,000 Shares and the five 

(5)-days volume weighted Share price up to the LPD of approximately RM0.34 per Share, our 

total market capitalisation is RM84.32 million. There is no theoretical adjustment to the price 

of our Shares in conjunction with the Transfer. 



4. RISK FACTORS 

YOU SHOULD RELY ON YOUR OWN EVALUATION AND CAREFULLY CONSIDER THE MERITS, 

RISKS AND INVESTMENT CONSIDERATIONS AS SET OUT BELOW, TOGETHER WITH THE 

REST OF THE INFORMATION IN THIS INTRODUCTORY DOCUMENT. THE INFORMATION 

BELOW MAY NOT BE EXHAUSTIVE. ADDITIONAL RISKS AND UNCERTAINTIES, WHETHER 

KNOWN OR UNKNOWN, MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR COMPANY AND 

SHARES IN THE FUTURE. 

4.1 RISKS RELATING TO OUR INDUSTRY AND OUR BUSINESS 

4.1.1 Competition 

The SCADA market is a niche, competitive and rapidly changing market within the 

larger market for process control systems. Our Group has experienced and expects 

to continue to experience intense competition from current and future competitors. 

Our Group believes that our ability to compete depends upon many factors within and 

outside of our control, including the timing and market acceptance of new products 

and services and also enhancements developed by our Group and our competitors, 

product functionality, ease of use, performance, price, value for money, reliability, 

customer service and support, sales and marketing efforts, product distribution 

channels and the resources of competitors. 

However, our Group has been in operation since 1987 and has vast experience in 

regard to the Malaysian and Singaporean markets. To mitigate the risk of 

competition, our Group focuses on technologies which are highly reliable and has the 

competitive advantage in being the one of the few integrated SCADA providers in 

Malaysia and Singapore that offers real time video capabilities. The systems which 

our Group supplies are also customised, thus providing a degree of differentiation 

which helps to secure further business from the customers. 

Our Group's technological platforms for our SCADA systems are on par with the 

global technological advances in the SCADA and information technology industries. 

This is evident in the SysLink 3 system whose sophistication and flexibility enable its 

deployment in diverse industrial applications. Our Group's progressive R&D effort has 

produced SCADA products which are on par with, if not ahead of, other SCADA 

products being developed around the world. The competition comes from other 

SCADA software in the utilities market which includes Citect, iFix, Cimplicity, iSCADA 

and WinCC. Our Group believes that the technology would continue to evolve in the 

SCADA software market. Anticipating this, our Group believes that software 

innovation and prompt service are critical in retaining our current customer base 

amidst the competitive and changing environment. Our Group would continue to 

improve the product through constant upgrades and improvements, in line with our 

ongoing R&D efforts. 

4.1.2 Rapid Technological / Product Change in the SCADA Market 

The market for our Group's products is characterised by rapid technological 

developments, evolving industry standards, swift changes in customer requirements, 

computer operating environments and software and hardware applications, and 

frequent new product introductions and enhancements. Our Group's future depends 

substantially upon our ability to address the increasingly sophisticated needs of our 

customers. To the extent that one or more of our Group's competitors introduce 

products and services that better address customer needs or for any reason gain 

market share, our Group's business, operating results and financial condition could 

be materially adversely affected. Our Group may or may not be successful in 

developing and marketing new products or enhancements to our existing products to 

adequately address the changing needs of the marketplace. In recognition of this, our 

Group constantly endeavours to develop and/or enhance our products expeditiously. 

11


4. RISK FACTORS (CONT'D) 

Our Group is also susceptible to various security risks in the form of computer 

viruses, industrial espionage, hacking and fraud. As a mitigating factor, our Group 

had implemented security measures such as data encoding/encryption and installing 

anti-virus software so as to safeguard the assets and systems of our Group. 

4.1.3 Product Risks 

Our Group's future results will substantially depend on market acceptance of the 

products we develop. A reduction in demand or an increase in competition in the 

market for these products, or our Group's other existing or future products, will have a 

material adverse effect on our Group's business, results and financial condition. 

There is also no assurance that our Group will be able to develop and introduce new 

products and services or enhancements in a timely manner in response to changing 

market conditions or customer requirements or that the process will not encounter 

unforeseen problems. 

To date, our Group's products have been well-received by our customers and we 

expect that enhancements and improvements of features, quick time to market and 

good technical service should ensure continuous acceptance of our Group’s 

products. 

4.1.4 Dependence on Directors and Key Personnel 

Our Group’s future performance depends to a significant extent upon the continued 

efforts and abilities as well as the networking of our directors, key technical, sales and 

marketing, and senior management personnel. The loss of the services of any of 

these individuals may have a material adverse effect on our Group. Our Group’s 

future success also depends on our ability to attract sufficient skilled employees. 

As a mitigating factor, our Group currently enjoys a cordial relationship with its 

employees and they do not belong to any trade union. The employees are also 

frequently sent to various courses to upgrade their knowledge. 

4.1.5 Reliance on Major Relationships 

Our Group has, in the past, been substantially dependent on revenue from contracts 

with the Housing Development Board of Singapore and SP PowerAssets Limited, 

which are our major customers. Our Group's relationship with them has spanned over 

twenty three (23) years, during which our Group has built up goodwill through the 

customer's repeat orders. In our Group's present circumstances, any material 

reduction in revenue from these customers will materially adversely affect our Group's 

operating results. Willowglen will continue to minimise our dependency on our major 

customers by: - 

a) Expanding our market penetration to other countries through trade shows 

and product exhibitions as to create product and brand awareness into the 

country; 

b) Sourcing for new business / clients by either finding JV partners or appointing 

local distributors in countries where Willowglen has yet to have a presence; 

and 

c) Continuously expanding the capabilities of the SCADA system to enable 

Willowglen to penetrate into new markets / industries. 

Willowglen has been maintaining good relationships with our customers and will 

continue to provide good service to our existing customers to strengthen this 

relationship. Our Group does not foresee any circumstances that our clients would 

switch to other suppliers under the current business conditions. However, we are 

12



making progress in an effort to widen our customer base so as to reduce our 

dependence on any single customer. 

Our Group has a number of business alliances with third parties and affiliates to 

provide marketing and support activities for our Group's products and services. Our 

Group relies to a certain extent upon some of our agents to provide marketing and 

sales opportunities for our Group's products and services. Our Group's strategy in 

entering into these relationships is to present a best of breed approach where our 

Group and our agents present a solutions approach to their customers, leverage the 

marketing and sales efforts of our agents, and gain additional exposure and market 

visibility for our products. These relationships also assist our Group in keeping pace 

with technological and marketing developments, and in certain instances, provide our 

Group with technical assistance for our Group's product development efforts. 

The agents that our Group is working with are SCADA Systems & Services Ltd from 

the United Kingdom and Total Solutions from Abu Dhabi, UAE respectively. Our 

Group's appointment of these agents supplements our marketing efforts and as such 

is not expected to have any adverse effect on our sales growth. 

However, there can be no assurance that these companies will not develop or market 

products which compete with our Group's products in the future or will not otherwise 

discontinue their relationships with or support of our Group. The failure of our Group 

to maintain our existing relationships, or to establish new relationships in the future 

for any reason, could have a material adverse effect on our Group's business, 

operating results and financial condition. 

4.1.6 Protection of Group and Third Party Proprietary Technology / Intellectual 

Property Rights 

Our Group's success is also dependent upon our ability to use industry standard third 

party proprietary technology, and our ability to protect our proprietary technology. The 

necessary recording and documentation has been properly implemented to protect 

our Group’s copyright on our products. The directors believe that risks are relatively 

low due to the nature of our Group's products, as SCADA systems involve 

innumerable aspects which are complex and require time to develop and integrate. 

Moreover, we have implemented the key lock protection system in SysLink 3 to 

protect our products from unauthorised usage and duplication. Our Group will also 

procure our employees to sign an agreement which will effectively limit the possibility 

of the direct copying of our products by employees who resign. 

4.1.7 Litigation Risks 

Our Group's agreements with our customers typically contain provisions designed to 

limit our Group's exposure to potential product liability claims. We have not 

experienced any material product liability claims. It is possible, however, that the 

limitation of liability provisions contained in our Group's customer agreements may 

not be effective as a result of existing or future laws or unfavourable judicial 

decisions. Furthermore, some of our Group's agreements with our customers are 

governed by foreign laws, and there are no assurances that the purported limitation 

on liability clauses in those agreements would be enforced. 

4.1.8 Change in MSC Status 

Willowglen was granted the MSC status on 31 March 1998 by MDC. By virtue of this, 

our Company has been granted full pioneer status which accords our Company with 

five (5) years of income tax exemption on our statutory income commencing on 4 

June 2002 and was further extended to 3 June 2012 for the maximum allowable 

period of ten (10) years. 

13



The MDC is the body responsible for monitoring all MSC designated companies. 

MDC has the right to revoke any company's MSC status at any time if it does not 

comply with the conditions of grant of MSC status as imposed by the MDC. As such, 

there can be no assurance that our Company will continue to retain our MSC and 

pioneer status or that we will continue to enjoy or not experience delays in enjoying 

the MSC incentives, all of which could affect our Group's business, operating results 

and financial condition. There can also be no assurance that the conditions of grant of 

MSC status and or the MSC incentives will not be changed or modified in any way in 

the future. 

To this end, we maintain a good relationship with MDC. We endeavour to keep 

abreast of all the compliance requirements of the MSC status, of which the major 

conditions imposed on our Company and our status of compliance thereof have been 

disclosed in Section 6.1.10 of this Introductory Document. 

4.2 RISKS RELATING TO OUR SHARES AND SHARE PRICES 

The market price of our Shares may be highly volatile and could be subject to wide 

fluctuations in response to, inter-alia, the following factors, some of which are beyond our 

control: 

(a) variation in our operating results; 

(b) success of failure of our management team in implementing business and growth 

strategies; 

(c) changes in securities analysts’ recommendations, perceptions or estimates of our 

financial performance; 

(d) changes in conditions affecting industries, general economic conditions or stock market 

sentiments or other events or factors; 

(e) changes in market valuations and share prices of companies with similar businesses to 

our Group that may be listed in Malaysia or anywhere else in the world; 

(f) additions or departure of key management and key technical personnel; 

(g) fluctuations in stock market prices and volume; or 

(h) involvement in litigation. 

Control of existing substantial shareholders may limit your ability to influence the 

outcome of decisions requiring the approval of shareholders 

As at the LPD, NASB, LMSB, OSKVE, OSKCP, OLH, KCM and WAC collectively hold 

172,982,974 Willowglen Shares representing 69.87% of the issued and paid-up share capital 

of Willowglen. As a result, it is likely that the said shareholders will influence the outcome of 

certain transactions/matters requiring the vote of Willowglen shareholders, including the 

constitution of our Board and the direction and future operations of our Group, decision 

regarding acquisitions and other business opportunities, the declaration of dividends and the 

issuance of additional Shares and other securities. It should be noted that our major 

shareholders will abstain from voting for resolutions in relation to related party transactions 

which might be carried out by the Company in our course of business. 

However, we have appointed three (3) independent non-executive directors to our Board and 

set up an audit committee to independently oversee the overall operational and financial 

matters of our Group. The appointments in place serve towards good corporate governance 

to, amongst others, ensure that any future transactions involving related parties are entered 

into on arm’s length terms with our Group. 

14


5. INFORMATION ON OUR GROUP 

5.1 HISTORY AND BUSINESS 

Incorporation 

Willowglen was incorporated in Malaysia on 20 May 1998 under the Act as a private limited 

company with the name of Willowglen MSC Sdn Bhd, after it was granted MSC Status by 

MDC on 31 March 1998. It was subsequently awarded pioneer status under Section 14A of 

the Promotion of Investments (Amendment) Act 1986 by the MITI for a period of five (5) years 

commencing on 4 June 2002 and this was further extended to 3 June 2012 for the maximum 

allowable period of ten (10) years. 

Our Company was converted into a public limited company on 27 November 2000 and 

assumed our present name. Willowglen was listed on the former MESDAQ Market on 29 April 

2002. On 3 August 2009, Willowglen, together with the other companies listed on the 

MESDAQ Market were automatically transferred to the new ACE Market of Bursa Securities. 

History and principal activities 

Willowglen is principally engaged in the research, development and supply of real-time control 

systems and information solutions. Our Group’s advanced real time technology is the result of 

more than twenty three (23) years of experience in the SCADA industry. 

The history of our Group goes back to 16 December 1986, with the incorporation of WSPL as 

a marketing and technical support base for our then Canada-based parent company, 

Willowglen Systems Ltd. Since its incorporation, WSPL has grown into an ISO 9001 certified 

company with businesses in the ASEAN region and Taiwan. On 31 March 1998, Willowglen 

was granted the MSC Status. In March 1999, the R&D activities were relocated to Willowglen 

in Malaysia with the transfer of the key R&D personnel from WSPL. 

In October 2000, all three (3) companies underwent a restructuring exercise whereby 

Willowglen acquired WSPL and WMSB. In line with our Group’s plans to penetrate regional 

markets, WHKPL was incorporated in Hong Kong on 28 August 2002 to market our Group’s 

products in Hong Kong and Southern China. On 20 September 2002, it became a whollyowned 

subsidiary of Willowglen. However, due to the intense competition and the preference 

in these markets to use SCADA systems that run on Programmable Logic Controllers 

(“PLCs”) rather than Remote Terminal Units (“RTUs”), Willowglen’s products did not gain 

much acceptance. Following several years of sustained losses since its entry into this new 

market, the management decided to withdraw from the Hong Kong market. WHKPL has since 

been dissolved by way of deregistration on 16 April 2010. 

Our Group acquired a dormant company, GB Tech, on 5 November 2007. The acquisition of 

GB Tech was intended for the undertaking of future expansion in relation to our business of 

supply of computer-based control systems particularly in the distribution and assembly of 

equipment related to Integrated Monitoring Systems (“IMS”). This acquisition has resulted in 

GB Tech becoming a wholly-owned subsidiary of Willowglen and the current corporate 

structure of the Willowglen Group. 

Willowglen subsequently discovered that there was an existing requirement that a bidder 

must have an existing project track record in order to secure new projects. Being a dormant 

company, GB Tech did not possess such track record. Willowglen subsequently decided to 

use WMSB as the vehicle to bid for new IMS businesses whilst GB Tech was left dormant. 

The Group does not have any plans for GB Tech at this juncture 

15


5. INFORMATION ON OUR GROUP (CONT'D) 

Willlowglen is an integrated provider of customised SCADA systems, being involved in all 

stages of the design, development, production, supply, installation and maintenance of such 

systems. SCADA is used to monitor and control remote field equipment. It is used in a wide 

range of process control applications and business systems. Examples include switchgear in 

electrical substations, compressors and turbines in a gas pipeline, as well as pumps and 

valves function. There is also an increased usage of utilizing SCADA to integrate into building 

management and related control automation. The following industries are the main market of 

SCADA system:- 

(a) Oil and gas utilities 

(b) Power utilities 

(c) Sewerage and drainage utilities 

(d) Water utilities 

(e) Railroads 

(f) Infrastructure monitoring / Building monitoring 

Products and services provided 

Our Group’s software products are marketed under the SysLink brand name. The initial 

version, SysLink I, was developed in 1993. The development of the enhanced version, 

SysLink II, began in 1995 while SysLink III had been actively marketed from early 2002 

onwards. Hardware products, also designed in-house, encompass a variety of products 

including modems, communication controllers and RTU. RTU is an electronic device which 

interfaces with an object in a physical world to a control system or a SCADA system by 

transmitting data to the system and/or altering the state of connected objects. Some RTUs 

feature advanced capabilities including audio and video capture and compression functions. 

Our R&D team had delivered a new hardware board, EXP6518 which is an expansion card 

for the RTU6500 series, and had developed an internal hardware test system to ensure 

manufacturing quality of the product. The new software product, SysLink version 3.8.2 was 

successfully released. This version had added more depth to our SCADA product range. 

The following are the major SCADA products of our Group: 

1. SCADA Software package: SysLink 3.8.2 

2. RTU series for different scales: 

Medium to High Input/Output requirements: RTU6000 series, RTU7000 series 

and RTU6500 series 

Low Input/Output requirements: RTU4600 series 

SysLink 3.8.2 was developed to add in the OPC client function, expanding support for more 

relational database servers, including Oracle, MySQL and Microsoft SQL Server. It has also 

incorporated a new industrial standard protocol IEC 60870-5-104. Our R&D team is also 

diligently working to improve on all parts of the software to prepare SysLink to be an off-theshelf 

product in the future. 

In addition, our Group provides services for custom engineering design (both hardware and 

software), training, maintenance and after-sales support. Our Group’s customers include 

government and private enterprises involved in the above-mentioned activities, mainly in 

Singapore and Malaysia as well as other ASEAN countries. 

16



During the years from 2006 to 2009, smaller form-factor RTU and single-board RTU were 

developed to cater for different industry requirements. The SysLink software was upgraded 

with additional features numerous times and the latest version of SysLink, 3.8.2, was released 

recently. It has incorporated more industrial communication protocols and is equipped with 

many new features for fulfilling our customers’ needs. Our Group has deployed SysLink and 

Willowglen RTUs to water treatment, sewerage, early warning system, power and oil & gas 

industries. In addition to traditional utility industries, there are increased usage of SCADA in 

building management and related control automation requirements. 

Our Group’s vision is to be a world-class SCADA solutions provider in Asia. With this vision in 

mind, we aim to establish a stronger presence in Malaysia in order to benefit from the strong 

demand for SCADA products in Malaysia and the ASEAN region. Our Group aspires to be an 

export-oriented enterprise which offers innovative and high value-added products and 

services. 

Group structure 

As at the LPD, Willowglen has three (3) wholly-owned subsidiaries, WMSB, GB Tech and 

WSPL. Below is a graphical presentation of our group structure:- 

Willowglen 

WMS B GBTech WS PL 

Further information on the above companies are disclosed in Sections 5.3 and 5.4 of this 


5.2 SHARE CAPITAL 

As at the LPD, we have an authorised share capital of RM100,000,000, comprising 

1,000,000,000 Willowglen Shares and an issued and paid-up share capital of RM24,800,000 

comprising 248,000,000 Willowglen Shares. 

The details of the changes in our issued and paid-up share capital since incorporation until 

the LPD are as follows:- 

No. of shares 

Total issued and 

paid-up share capital 

Date of Allotment 

allotted Consideration 

(RM) 

20.05.1998 2 Cash 2 

14.08.1998 99,998 Cash 100,000 

07.08.2000 - Subdivision of shares of RM1.00 

each into shares of RM0.10 each 

100,000 

09.10.2000 45,562,490 Other than cash 4,656,249 

24.10.2000 - 

27.10.2000 

30.10.2000 - 

1.11.2000 

37,000,000 Cash 8,356,249 

99,585,932 

2,851,578 

Other than cash 

Cash 

17 

18,600,000 

12.04.2002 62,000,000 Cash 24,800,000 

As at the LPD, there are no outstanding warrants, options, convertible securities in our 

Company.



5.3 SUBSIDIARIES AND ASSOCIATED COMPANIES 

We are an investment holding company with three (3) subsidiary companies as set out 

below:- 

Subsidiary 

Date and Place 

of Incorporation 

WMSB 18.07.1995, 

Malaysia 

WSPL 16.12.1986, 

Singapore 

GB Tech 28.10.2005, 


Date of 

business 

commencement 

18 

Issued and 

Paid-Up Share 

Capital 

Effective 

Equity 

Interest 

(%) Principal 

Activities 

April 1996 RM5,000,000 100 Sales, 

implementation and 

maintenance of 

computer-based 

control systems 

January 1988 SGD1,500,002 100 Design, supply, 

engineering, 

implementation and 

maintenance of 

computer-based 

control systems 

Dormant RM10 100 Dormant 

As at the LPD, we do not have any other subsidiary or associated companies. 

5.4 INFORMATION ON SUBSIDIARIES 

5.4.1 Information on WMSB 

(a) History and Business 

WMSB was incorporated in Malaysia on 18 July 1995 under the Act as a 

private limited company. WMSB is principally involved in the marketing, 

project implementation and maintenance of SCADA systems. WMSB 

commenced business in April 1996. 

(b) Share Capital 

As at the LPD, the authorised and issued and paid-up share capital of WMSB 

are as follows:- 

Par value 

Amount 

No. of shares 

(RM) 

(RM) 

Authorised 5,000,000 1.00 5,000,000 

Issued and paid-up 5,000,000 1.00 5,000,000



Details of the changes in the issued and paid-up share capital of WMSB 

since its incorporation up to the LPD are as follows:- 

No. of Par value 

Cumulative 

Total 

Date of Allotment shares (RM) Consideration 

(RM) 

18.07.1995 2 1.00 Cash 2 

08.04.1996 99,998 1.00 Cash 100,000 

14.08.1998 100,000 1.00 Cash 200,000 

30.06.1999 1,200,000 1.00 Other than cash 1,400,000 

30.06.2000 2,200,000 1.00 Cash 3,600,000 

19.11.2004 1,400,000 1.00 Cash 5,000,000 

(c) Substantial Shareholder 

WMSB is our wholly-owned subsidiary. 

(d) Subsidiary and Associate Companies 

5.4.2 Information on WSPL 

WMSB does not have any subsidiary or associate companies. 


WSPL was incorporated in Singapore on 16 December 1986 under the 

Companies Act Cap. 50 as a private limited company. WSPL is principally 

involved in the design, supply, engineering, project implementation and 

maintenance of SCADA systems. WSPL commenced business in January 

1988. 


As at the LPD, the authorised and issued and paid-up share capital of WSPL 


Par value 

Amount 

No. of shares (SGD) 

(SGD) 

Authorised 5,000,000 1.00 5,000,000 

Issued and paid-up 1,500,002 1.00 1,500,002 

Details of the changes in the issued and paid-up share capital of WSPL since 

its incorporation up to the LPD are as follows:- 

Par value 

Cumulative 

Total 

Date of Allotment No. of shares (SGD) Consideration (SGD) 

16.12.1986 2 1.00 Cash 2 

15.12.1992 500,000 1.00 Cash 500,002 

16.04.1996 1,000,000 1.00 Other than cash 1,500,002 

19




WSPL is our wholly-owned subsidiary. 


WSPL does not have any subsidiary or associate companies. 

5.4.3 Information on GB Tech 


GB Tech was incorporated in Malaysia under the Act on 28 October 2005. 

GB Tech is a dormant company. 


As at the LPD, the authorised and issued and paid-up share capital of GB 

Tech are as follows:- 

Par value 

Amount 

No. of shares 

(RM) 

(RM) 

Authorised 100,000 1.00 100,000 

Issued and paid-up 10 1.00 10 

There were no changes in the issued and paid-up share capital of GB Tech 

since its incorporation. 


GB Tech is our wholly-owned subsidiary. 


GB Tech does not have any subsidiary or associate companies. 


20



5.5 MATERIAL CAPITAL EXPENDITURES AND DIVESTITURES 

There were no material capital expenditures and divestitures for the past three (3) FYE 31 

December 2009 and up to the LPD other than the following detailed below:- 


2007 

21 


2008 


2009 

Addition Disposal Addition Disposal Addition Disposal 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Buildings 1,035 - - - - - 

Prepaid Land Lease 

Payments 

1,287 - - - - - 

Investment Properties 748 - - - - - 

5.6 KEY ACHIEVEMENTS / MILESTONES 

Over the years, our key achievements and milestones are set out below: 

Year Description 

2002 Willowglen was listed on the MESDAQ Market 

2003 Completed the development and testing of SysLink 3.5 to be used for industrial 

projects. SysLink 3.5 is a SCADA software providing flexible communication options 

and excellent graphical performance 

2003 Completed the design and prototyping of our remote terminal units, RTU7000 series. 

The product was put into production in the same year 

2004 Completed the development and release of SysLink 3.6. This version of the software 

was incorporated with historical archiving and full implementation of the International 

Electrotechnical Commission (“IEC”) 

2005 Completed the production of the RS485 isolator and repeater 


was incorporated with a new high performance display engine, a DNP3 Slave protocol 

and a new RTU scanning protocol 

2006 Completed the design and prototyping of 6500 series Input/Output (“I/O”) modules. The 

product was put into production in the same year 

2006 Completed the revised expansion card module EXP7013G 


was incorporated with new Schematic Editor, DNP3 Master protocol and new Human 

Machine Interface (“HMI”) interface program 

2007 Ventured into Integrated Monitoring Systems (IMS) 

2008 Completed the single-board RTU series, RTU4600 to provide a more cost effective 

solution 

2009 Delivered CPU6500 which is a compact and low powered solution and EXP6518, a 

multi channel communication card to complete the RTU6500 series of RTU product


6. BUSINESS OVERVIEW 

6.1 OUR BUSINESS 

Our Group is principally engaged in the research, development and supply of computer-based 

control systems. 

6.1.1 Our Principal Products 

Our Group provides SCADA systems on a turnkey basis. Our Group’s principal 

products can be categorised into three (3) categories, the details of which are as 

follows: - 

Software 

Our Group markets our SCADA software under the SysLink brand name. 

The initial version, SysLink I, was developed in 1993. It was developed for the 

Windows 3.1 and later the Windows NT systems running on personal computer 

technology. It closely integrates with commercially available databases and 

spreadsheet applications, hence providing a flexible and cost-effective solution for 

users. 

The development of the enhanced version, SysLink II, began in 1995. SysLink II is a 

more powerful package than SysLink I and includes remote video monitoring 

features. It runs on both UNIX workstations and Windows based personal computer 

systems. Its architecture is capable of monitoring and controlling a very large number 

of remote devices, hence making it a highly scalable solution for projects of any size. 

SysLink I and II were fully and independently developed by our Group without any 

external input. The development of the later generation version, SysLink III, has been 

marketed from year 2002 onwards which has enhanced features compared to the 

earlier versions. 

SysLink III was later named as SysLink 3 and continues its evolvement. Our Group 

has released and deployed SysLink 3 series on various projects. SysLink 3 series, 

including 3.6, 3.7, 3.8, 3.8.1, 3.8.2, has been improved with more industrial 

communication protocols, new graphical features and enhancements and also 

allowing the integration and interfacing with enterprise business systems. With the 

robust features of SysLink 3, which is on par with other prominent SCADA products, 

our Group has been able and will continue to win projects in the competitive utilities 

market. 

Hardware 

Our Group has a wide range of modems, RTUs and communication controllers for 

different kinds of applications. Our hardware products, developed by our engineers, 

include the latest video compression, transmission and decompression capabilities. 

Our Group’s RTUs have been designed to be fully compatible with one another. This 

means that a Willowglen SCADA system can be implemented or upgraded with a 

combination of RTUs, giving customers a wide range of performance and cost saving 

possibilities. 

22


6. BUSINESS OVERVIEW (CONT’D) 

With years of development on RTUs, our Group’s RTUs now ranges from a wide 

variety of products to cater for low to high scale of Input/Output requirements. The 

range of RTU products includes: 

Medium to High Input/Output requirements: 

RTU6000 series 



Low Input/Output requirements: RTU4600 series 

Services 

As an integrated SCADA and security solutions provider, our Group provides our 

customers with customisation services for the engineering design of SCADA systems 

to cater for their needs (both hardware and software). To add value to our services, 

we also provide training, maintenance and after-sales support to our customers. 

Proposed or New Product / Services 

Our Group has been and will continue to be working to improve our SysLink software 

further for preparation for the repackaging and marketing of the software as an offthe-shelf 

product in the near future. 

6.1.2 Our Principal Markets 

(a) Singapore and Malaysia 

We have established ourselves as a major SCADA solutions provider to the 

government and statutory bodies in Singapore and Malaysia. Our activities in 

these markets are primarily in the supply of systems to various utilities and 

niche applications such as lift monitoring, non-revenue-water monitoring and 

cable oil pressure monitoring. These markets are an important source of 

revenue for our Group. Besides commissioning new systems, our source of 

revenue also come from the expansion and upgrading of existing systems, as 

well as, from the maintenance contracts for the systems sold in these 

markets. 

(b) Asia (excluding Singapore and Malaysia) 

Our Group has also ventured into other regional markets in South East Asia 

and East Asia over the past twenty three (23) years, through the appointment 

of agents or partners in the various countries. Our Group has successfully 

implemented SCADA and security solutions for various applications in 

Cambodia, Taiwan, Thailand and Indonesia. To date, our Group has 

appointed an agent in Cambodia, TEM Trading Co Ltd, to market our 

products in the local market. Prior to the FYE 31 December 2007, the Group 

also recognised revenues generated from Taiwan, Thailand and Indonesia 

amounting to RM191,767, RM166,411 and RM293,978 respectively. 

(c) Europe and Middle East 

Our Group has also pursued projects in the European and Middle Eastern 

markets. Our Group’s marketing efforts in Europe and Middle East are 

undertaken in conjunction with our business partner, SCADA Systems & 

Services Ltd and Total Solutions of the United Kingdom and Abu Dhabi, UAE 

respectively. 

23



The percentages of our Group’s revenue derived from export markets (other than 

Singapore) for the past three (3) FYE 31 December 2009, are as follows:- 

Contribution to the Group’s Revenue 

2007 2008 2009 

Countries RM’000 % RM’000 % RM’000 % 

Slovenia 771 1.48 2,022 3.95 3,116 5.03 

UAE - - 278 0.54 87 0.14 

Cambodia - - 118 0.23 373 0.60 

6.1.3 Seasonality 

Our business is not materially affected by any seasonal or cyclical factors other than 

the general economic environment in each of the countries in which we operate. 

6.1.4 Our Competitive Strengths 

Our Group have, over the years, established competitive strengths as follows:- 

(i) Lower production cost and better control of design 

We are able to control the cost of our products through the direct design and 

production method. The amount of cost savings is significant in comparison 

to the buying or licensing of foreign technologies. By producing everything in 

house, we have also been able to have direct control over the production 

schedule of our products and services ensuring that customer schedules are 

met. This has enabled us to deliver on time at a lower cost, which in time 

centric industries such as the utility industry, we are able to outperform our 

competitors. 

(ii) Localised design 

Over the years, we have been developing our products, especially on the 

hardware side locally using readily available parts as well as electronic 

components which are suitable for the local climate. Being able to design 

hardware and software to meet the challenges of the local tropical climate is 

critical in being able to meet local customer demands as these components 

are very sensitive to interference and could easily malfunction due to 

overheating. Examples of the localisation of our products include the 

incorporation of lightning/surge protection as well as utilising components 

which are suitable for usage in high humidity and temperature conditions. 

Utilising locally available components also allows us to easily source for 

replacement parts in the event that certain components need to be replaced 

urgently. 


24



(iii) Customisation to suit customers needs 

The evolving IT industry has raised the bars for all solution providers, in 

which, customisations has been playing a very important role in the evolution 

of the industry. The ability to design special software or hardware for the 

customers’ specifications is the key to acquiring jobs as most of the software 

users today require the IT solution that they purchase to perform exactly to 

their expectations. A lot of customisation has been done to our software to 

fulfil our customers’ requirement, such as having specific report designs, 

SMS communication protocols and special control variables. We have been 

able to and will continue to innovate and customise our software to suit our 

customers specific needs, outperforming our competitors in this functionality 

as we have less restrictions in modifying our proprietary software. 

(iv) Continuous R&D efforts 

To cater for our customisation and localisation needs, our Group continuously 

develops our software as well as the integration capabilities of our hardware. 

We are committed to our R&D efforts and our Group’s long track record 

proves that we can give our customers added surety that our Groups’ 

products will be able to meet their specific requirements as well as to be on 

par with the technological advancements of the SCADA industry. Our R&D, 

headed by our Chief Technical Officer, strives to incorporate incremental 

improvements in each of the new SCADA systems that we implement and 

our continuous upgrading of our SysLink 3 software reflects our commitment 

to R&D. 

(v) Local market presence and support 

Our Group is based in Malaysia and Singapore and have established our 

presence sufficiently to cater for and service the clients in these markets. We 

have our offices in both countries with our service personnel able to attend to 

our customers within the stipulated timeframe. Where our competitors, which 

consists of large foreign companies may only have a local sales office, our 

Group can give a high level of direct technical support with our products 

having a high percentage of local content rather than having to wait for 

answers and technical know-how from foreign head offices thus reducing our 

service lead time as well as dependencies on other parties. 

(vi) Cooperation 

As the SCADA industry involves different components to meet different 

needs and requirements, we sometimes have to compete with our suppliers 

and/or customers. Our Group employs a judicious mixture of competition and 

cooperation with suppliers, customers and firms producing complementary 

and related products, which leads to new business relationships and market 

expansion. Our Group also have business affiliates overseas, which is more 

prominent in markets like the United Kingdom and Middle East to provide 

sales and services of our products. This has enabled us to stretch our reach 

beyond the physical existence of our offices. 


25



6.1.5 Types, Sources and Availability of Raw Materials / Input 

We manufacture most of our products at our supplier factory in Singapore, in which, 

the manufacturing process of our components uses large quantities of high quality 

materials/components which originate from the US, Europe and Asia. We source 

these components through distributors located in China, Hong Kong, Taiwan and 

Singapore. The materials and components that are sourced locally and overseas are 

as follows: 

Item Description Locally Overseas 

Singapore China Japan USA Taiwan Korea 

Capacitors 

Super Capacitor / Battery 

Resistors 

Inductor/Transformer/Relay 

Light Emitting Diode (“LED”) 

Crystal / Oscillator 

Diode/Transistor 

Surge Protector 

Integrated Circuit (“IC”) 

Connector/Socket 

Jumpers 

Printed Circuit Board (“PCB”) 

Due to uncertainty in the lead times of the components and the volatility of the prices 

of these items, we maintain sufficient inventory levels to avoid the possibility of having 

disruptions on our product delivery time. 

6.1.6 Technology Used or To Be Used 

Software 

As our product integrates well on both Windows and UNIX operating systems, a lot of 

our core technology is derived from open source technology. One of the major 

development tool used to develop our software is Nokia’s Qt GUI Framework, a tool 

widely used by many users around the world. 

The advantages for us to use open source technologies are: 

i. Not locked to a specific vendor; 

ii. Lower development and product cost; and 

iii. A lot of support from developers/forum via the internet. Hence the experience 

and knowledge comes from developers around the world. 

With this, our R&D engineers are trained to be resourceful and knowledgeable. We 

are able to constantly adapt to the latest technology flexibly with the amount of 

research and updates done to accommodate the latest technology trend. 

26



Hardware 

We are currently using the latest embedded processors for our RTU board which 

provides high computing power but consume very low power. Being in a fast moving 

industry, we have to constantly keep up with the technological trends of SCADA. In 

this regard, we are already beginning to use Application Specific Integrated Circuits 

(“ASIC”) and Field Programmable Gate Arrays (“FPGA”) technologies in our RTU 

designs in the future. ASIC and FPGA are the new technologies available in the field 

of microelectronics. Willowglen has only recently been considering these 

technologies for the design of their future products as there have been instances 

where there are requirements to use smaller control panels and boxes due to space 

constraints. Using ASIC and FPGA gives the advantage of having smaller boards, 

lower power requirements as well as increase reliabilities to facilitate the reduction in 

component size. 

Other than the advantages mentioned above, the benefits in using ASIC and FPGA 

are: 

(i) cost effective for production in larger scale; and 

(ii) smaller in size with improved functionality. 

This will ensure our RTUs remain competitive in catering for the needs of our 

customers when it comes to the requirements of having high performance, small form 

factor and low power consumption. 


27



6.1.7 Process Flow of the Business Operations of Our Group 

Our general process flow of the business operations is depicted in the following 

diagram: 

Customer 

Customer 

Requirements 

& Feedback 

Customer 

acceptance 

Customer 

Satisfaction 

Feedback 

Research & Design 

Research & 

Development - 

Review Input 

Requirements 

Integration Test 

Review & Approve 

software & hardware 

manual 

Final Product 

release 

28 

System Design, 

Customization & 

Hardware Support 

Purchasing & 

Out-Sourcing 

Marketing 

Looking for 

potential client 

Bid Review & 

proposal /quotation 

submission 

Handover to Project 

section 

Project plan 

preparation, design 

specification 

Factory 

Acceptance Test 

Project 

Packing, Delivery & 

Installation. 

Site Acceptance Test 

/ Testing & 

Comissioning 

Project Warranty, 

Maintenance Contract 

& Servicing 

Post Project 

Analysis & Measure 

Objective 

Our businesses are secured by our business development team which includes 

certain members of our top management, where they look for new clients and market 

our products. At the same time, there are referrals of projects or business from other 

parties or also clients who contacts us directly to seek for our products and services. 

These clients consist of the end users, vendors and consultants for a certain project.



Once we have established contact with the clients or when there is an invitation to 

bid, we usually receive the conditions or specifications where the prospective clients 

will list down the technical specifications in a data sheet together with the schematics 

of the said project. This data sheet is cross checked with our R&D personnel where a 

preliminary solution is designed for the users’ application. With the preliminary 

design, the cost for the project can be estimated and be used for our bid in the 

project. In most industry that utilizes our SCADA products, an open tender is the 

norm for customers to select a suitable and competitive supplier. Only in some minor 

circumstances do clients request for quotes directly, in which, we give our clients our 

quotation based on our costing once we obtain the preliminary design. Once the said 

project is secured, it will be passed on to the project team. 

Project Execution 

The project team will execute the said project by first planning the schedule for the 

overall delivery of the equipments based on their experience as well as other 

suppliers’ lead time. A more detailed calculation of the required specification and 

standards for the components and ancillary equipments as well as a new design work 

will be done together with the R&D team. The customization of the SCADA software 

is done based on the requirements of the users and the industry as well as our 

experience in other projects. We also pre-empt the requirements and needs for the 

ancillary equipments from other suppliers and take the functionality and limitations of 

these equipment into account. Our project team will conduct a site survey to assess 

on-site installation constraints and considerations then accordingly plan the layout for 

the site installation. We will update our design and submit our proposal complete with 

the schedule, design specifications as well as materials used to the clients for 

confirmation. Once the client concurs with our proposal the project will be duly 

executed by the Project Team. 

Once the clients confirm the design, our purchasing engineer will proceed to 

purchase the necessary components and ancillaries to complete the project. The 

customisation of the SCADA software is then carried out with integration tests done 

periodically at a piecemeal basis to ensure that the SCADA software can interface 

with the supporting hardware and equipments properly. After we find the SCADA 

software satisfactory, we inform the vendor or end user as the case may be and a 

Factory Acceptance Test is carried out together with the other equipments. Once this 

is done our SCADA solutions are then packaged and boxed under the supervision of 

the customer or vendor and taken by the forwarding agents to site. The customer will 

also need to sign off on a Factory Acceptance form to certify that they have accepted 

the functionality of the equipment before delivery to site. A hardware and software 

manual approved by our Chief Technology Officer will be packaged with our products 

for proper operation and monitoring of the SCADA systems. 

Site installation will commence when our project team reaches the project site and 

upon the delivery of other equipment and ancillaries required in the project. Our 

SCADA solution is then hooked up to the equipments and individual tests are done on 

the functionality of the SCADA system. Some troubleshooting may be required at this 

stage which will be duly handled by our Project Engineers. Once we find the SCADA 

system to be satisfactory, we will inform the customers so that a Site Acceptance Test 

can be carried out. Upon the completion of the test, the customer or vendors have to 

sign a customer acceptance form to certify that they are satisfied with the system 

upon the installation. The equipments are then formally handed over to the customers 

and our warranty period will commence. A typical SCADA system has a warranty 

period of twelve (12) months. All of these terms will fall under our scope in the project 

warranty agreement, and subsequently if maintenance is required, the Maintenance 

and Service Contract. 

29



Hardware Development 

With the information gathered from the bid or other hardware development cross 

reference, we develop a Hardware Module Functional Specification Document which 

serves to define the objective of the development project. We then estimate the 

hardware development timeframe and subsequently prepare the hardware 

development schedule taking into consideration costing as well as Human Resource 

Planning for the project. 

The execution of the project will begin with the ordering of parts and components and 

the design and drawing of the schematics and modification of the design according to 

the parts and components available. The firmware is developed concurrently to 

support the hardware as well as to enable to communication between modules in the 

hardware designed. Once a satisfactory design is obtained, a prototype PCB testing 

is carried out to ensure that the product is functioning properly and test results will be 

kept on a prototype test record for review and future reference. Once the prototype is 

finalised for production, a manual for the product will be prepared for the final product 

release after the prototype finalisation and approval of the product are completed. 

This process is depicted below: 

HardwareDesign 

Schematic 

PCBDesign 

Components 

Purchasing 

Functional 

S pecification 

Document 

Establish 

DevelopmentPlan& 

Schedule 

Partsearch&order. 

Breadboardconcept 

andcomponents 

PrototypePCB 

Assembly 

PrototypePCB 

Testing 

PrototypeFinalisation 

andApproval 

ManualPreparation& 

Review 

FirmwareDesign 

PCBFabrication 

30 

ProductRelease 

PrototypeTestRecord 

End



Software Development 

The software development process is usually initiated by a change in the functionality 

or design prompted by user feedback or by the requirements set by the management 

team. The change is subsequently planned and a development plan and schedule is 

formalised. As per the hardware development, a functional specification document is 

developed before the execution of the project to determine the objectives. This 

functional specification document is reviewed by the project team as well as the 

management team to ensure that the functionalities of the software are sufficient to 

meet the customers’ requirements. This is then compared with the preliminary 

research done to ensure that the expectations and requirements of the industry are 

coherent. This process is repeated until a satisfactory software specification is 

obtained, in which, the coding of the software will commence. The completed 

software will undergo testing, which involve the communication of the software with 

the hardware modules. Once satisfactory, a user and programmer manual will be 

produced and the source code will be checked in. A system integration test will follow 

to ensure the software and hardware can function as a total system without glitch. 

The completed software will be documented with the proper manuals and other 

required documentations and approved by users. Future improvements of the 

software is done based on the feedback of customers as well as bugs on the 

software, if found. 

We normally ask our customers for their feedback via a customer satisfaction 

feedback survey where a form is filled up to document the areas where there can be 

improvements done to our products and services. We will carry out a post mortem for 

the project and take the improvement needs into consideration for the upgrade of our 

product and services. 

All of our business process is done with compliance to the ISO9001 Quality 

Standards to ensure continuous improvement and customer satisfaction as well as 

Total Quality Management Systems as stipulated by the standards. Please refer to 

Section 6.1.8 in this Introductory Document for the details on our Quality 

Management System. 

6.1.8 Quality Management System 

Our products and services follows and complies with the requirements of ISO 9001, 

which is the internationally recognised standard for the quality management of 

businesses. It applies to the processes that create and control the products and 

services an organisation supplies and prescribes systematic control of activities to 

ensure that the needs and expectations of customers are met. 

We adopt the following management practices as part and parcel of our approach to 

comply with the standards as prescribed by ISO9001:- 

Monitoring and control mechanisms; and 

Quality control 

(a) Monitoring and control mechanisms 

The purpose of monitoring and control mechanisms is to establish our 

management oversight controls and reporting as well as the communication 

procedures within our project team and our management team. Our project team 

comprises of the Project Management Team, Project Engineer and technicians. 

(i) Our Project Management Team comprises our management team individuals 

which are in charge of technical issues such as the COO, CTO, Software 

Manager, Project Manager, and Hardware and Procurement Manager. 

31



(ii) The Project Manager / Engineer is the engineer assigned to be fully in charge 

of a project and overseeing a group of technicians under his supervision. He 

will also be responsible in liaising with the other departments such as 

purchasing to ensure the successful completion of the project. 

(iii) The technicians are responsible to execute the project under the supervision 

of the Project Engineer. 

For every project undertaken, documentation is required to keep track of project 

status, actions, issues, problems and deliverables. 

(b) Quality Control 

The following types of verification and validation activities are carried out to 

ensure the quality of deliverables: 

(i) Review 

Reviews are conducted by our Project Manager / Engineer to ensure: 

Compliance to requirements and specifications; 

Compliance to process standards; and 

Fulfilment of project objectives. 

The following types of reviews are organised: 

Deliverables reviews; and 

Project reviews. 

Reviews can be formal or informal. Informal reviews on deliverables are also 

termed inspections. All formal review activities are planned and are 

subsequently monitored. All review findings are recorded. The defects and 

issues are then consolidated and corrected. As a rule, all deliverables are 

formally reviewed by our Project Manager / Engineer. All project reviews are 

formal. Our Project Manager / Engineer reviews each project at the end of 

each phase of the project. 

(ii) Testing 

The levels of testing to be carried out in a project are decided at the 

beginning of the project and are recorded. The various levels of testing are: 

Functional – electrical and mechanical integrity testing at hardware 

and/or module level to ensure that our products meet their specifications 

and functionality. 

Integration – product integrity testing at system level as well as the 

communication between two or more modules and also with other 

devices. Safety and reliability testing at sub-level performed to ensure 

stability of the system. 

System – Testing at a total system level to ensure the functionality of the 

entire solution together with all other equipments and ancillaries for 

seamless integration and functionality. Safety and reliability testing at 

system level to ensure sustainability of the system. 

Testing activities are planned and monitored. Major testing activities include 

Factory Acceptance Tests (FATs) as well as Site Acceptance Tests (SATs). 

Certificates and handover documents are signed upon the completion of 

tests. 

32



(iii) Final inspection 

A final inspection is performed before each delivery to the client. This 

ensures that all verification and validation activities affecting the deliverables 

have been completed and all such defects have been tracked to closure. 

(iv) Customer feedback / complaints 

The post mortem validation process is also important as some of the issues 

or needs of the customers only arises after the execution of the project. This 

serves as an avenue for our Group to keep abreast with the changes in the 

SCADA industry. The complaints given by customers also allow us to 

indentify our weaknesses and endeavour to rectify the problem for its root 

cause. 

(v) Feedback on failed marketing bid 

Rejection of our bids serve as an excellent ground to learn from our 

shortcomings compared to other competitors in the SCADA industry. We 

analyze each and every failure of bids to understand where the competitors 

outperformed us and take corrective measures to improve and rectify our 

weaknesses, if any. 

6.1.9 Marketing and Distribution 

Our business model is depicted below: 

Business 

Focus 

Core 

Revenue 

Streams 

Target 

Markets 

SCADA Solutions for Utilities 

Oil 

and 

Gas 

Water 

Sewerage 

and 

Drainage 

Utility Companies / Government 

33 

SCADA Solutions for 

Infrastructure 

Railroads 

Infrastructure 

Monitoring 

Infrastructure Companies 

/ 

Government 

The following methods are used to market our products and solutions:- 

i. Advertising in trade journals; 

ii. Trade shows and conferences; 

iii. Targeted sales calls and meet-ups; 

iv. Customer referrals; and 

v. Web site referrals. 

SCADA Solutions for Building 

and Other Industries 

Building 

Monitoring 

Other SCADA 

Applications 

Developers / Building 

Operators / Government / 

Other Supervisory and 

Control Intensive Industries 

We also engage agents / distributors in various countries to promote our products 

and solutions. These agents / distributors will not only promote our products, but will 

also act as market research agents to obtain feedback for us which is critical to our 

product development process.



6.1.10 Approvals, major licences and permits obtained 

Details of major business licenses, permits and approvals applicable to our Group as at the LPD are as follows:- 

Company Approving 

Authority / Issuer 

Type of approvals / 

licences / permits 

Willowglen MDC MSC Status Certificate 

to award Willowglen 

the status of MSC and 

entitlements to the 

incentives, rights and 

privileges provided for 

under the Bill of 

Guarantees 

License and 

certificate no. 

34 

Date of 

Commencement/ 

(Expiry Date) 

0073 31.03.1998 

(Until revoked) 

Major conditions imposed Status of 

compliance 

Commence operations of and undertake 

the MSC-Qualifying Activities within six (6)months 

from the date of approval or by 

such date(s) as may be specified in our 

Company's approved business plan, with 

any proposed changes being first 

consented to by MDC 

Locate our Company's headquarters and 

the implementation and operation of the 

MSC-Qualifying Activities in Cyberjaya 

within six (6) months from the date of the 

approval 

Ensure that at all times at least 15% of the 

total number of employees (excluding 

support staff) of our Company shall be 

"knowledge workers" (as defined by MDC) 

Continuously comply with the MSC's 

environmental guidelines 

Submit to MDC a copy of our Company's 

Annual Report and Audited Statements in 

parallel with submission to the CCM 

Comply with all such statutory, regulatory; 

and/ or licensing requirements as may be 

applicable 

Complied







Willowglen MITI Pioneer Status / 

MITI:ID/BI/S/0.535/23- 

270 

Willowglen MITI Pioneer Status / 

MITI:ID/BI/S/0.535/23- 

270-(12) 

WMSB Royal Customs And 

Excise Malaysia 

License and 


35 

Date of 

Commencement/ 

(Expiry Date) 

- 24.09.2002 

(23.09.2007) 

- 04.06.2007 

(03.06.2012) 

Licensed Manufacturer A080251 15.04.2007 / 

(Until revoked) 

WMSB CIDB Malaysia G7 Contractor License A129829 29.03.10 / 

(28.03.2011) 



compliance 

None Not 

applicable 

None Not 

applicable 

None Not 

applicable 

None Not 

applicable







WMSB Ministry of Finance Registration for 

Categories : 

030100,030200, 

040100,060100, 

130100,140200, 

150100,160402, 

180200,190300, 

200100,200400, 

210101,210102, 

210103,210104, 

210105,210106, 

220103,220104, 

220106,220109, 

220111 

WMSB Suruhanjaya 

Perkhidmatan Air 

Negara (“SPAN”) 

Permit IPA Jenis C3 & 

C4 (Bekalan Air) for 

Semenanjung 

Malaysia, Wilayah- 

Wilayah Persekutuan 

Putrajaya and Labuan 

License and 


36 

Date of 

Commencement/ 

(Expiry Date) 

267956 14.06.2008 / 

(13.06.2011) 

13980 & 13981 19.11.2009 / 

(18.11.2010) 


compliance 

None Not 

applicable 

None Not 

applicable







WMSB SPAN Permit IPA Jenis C3 & 

C4 (Pembetungan) for 

Semenanjung 

Malaysia, Wilayah- 

Wilayah Persekutuan 

Putrajaya and Labuan 

WMSB SPAN Permit IPA Jenis D 

(Bekalan Air) for 

Selangor, Pulau 

Pinang and Pahang 

WMSB SPAN Permit IPA Jenis D 

(Pembetungan) for 

Selangor, Pulau 

Pinang, Pahang and 

Negeri Sembilan 

License and 


37 

Date of 

Commencement/ 

(Expiry Date) 

13985 & 13986 19.11.2009 / 

(18.11.2010) 

13982 - 13984 19.11.2009 / 

(18.11.2010) 

13987 – 13990 19.11.2009 / 

(18.11.2010) 



compliance 

None Not 

applicable 

None Not 

applicable 

None Not 

applicable



6.1.11 Brand Names, Patents, Trade Marks, Licenses, Technical Assistance 

Agreements, Franchises and Other Intellectual Property Rights 

As at the LPD, we have submitted our application to register the ‘Willowglen’ 

trademark with Perbadanan Harta Intelek Malaysia under Class 42. Save as 

disclosed, our Group does not have any other registered intellectual property rights in 

the form of patents, trademarks or designs. It is also not a party to any licensing 

agreements. 

6.1.12 Salient Terms of the Contracts/Arrangements on which Our Group is Highly 

Dependent 

6.1.13 R&D 

There are no contracts/arrangements on which our Group is highly dependent as at 

the LPD which have been entered into by us. 

Our Group has launched our new series of hardware, the RTU4600 series, in the 

second quarter of 2008. This series of RTU caters for projects that require low 

input/output points as the communication gateway and will enable our Group to 

reduce project cost and become more competitive. The RTU4600 is a RTU, or a 

microprocessor controlled electronic device which interfaces feedback from the field 

equipment to the SCADA systems by transmitting data to the system. The RTU4600 

comes with a built-in I/O interface to obtain input from the field equipment. 

Prior to the existence of RTU4600, the I/Os are usually connected to the Central 

Processing Unit (“CPU”) to process these data. However, as the cost of CPUs are 

higher, it is not justifiable to use a CPU unit when there is a small amount of I/Os 

involved in a project. CPUs are more suitable to be used in a project when there are 

many I/Os or field instruments required. 

By using the RTU4600, the inputs from the I/O are processed by the microprocessors 

into usable data, and hence there is no need for CPUs anymore. This has 

successfully reduced the cost for projects where there are low numbers of I/Os by 

approximately 20% to 30%. 

The RTU4600 series have been deployed to different industrial projects with its web 

application and SMS feature. 

After the launch of SysLink 3.8, our Group continued to improve on this version of the 

software by incorporating additional features to suit the needs and requirements of 

different industries. 

The enhanced version of SysLink that incorporated new features such as WebRTU, 

SMS and OPC server (an industrial communication protocol) was released and 

deployed to projects from October 2008. 

Given the existing RTU series and SysLink, our Group is able to provide a complete 

range of software and hardware products in SCADA system which includes the 

following:- 

Software products : SysLink (SCADA package) 

Hardware products : RTU6000 series, RTU7000 series, RTU6500 series, 

RTU4600 series and ISO-485 (RS485 isolator) 

38



The current and planned R&D activities undertaken by our Group’s R&D department 

are summarised below:- 

Year R&D Activities 

2010 Improving SysLink software to market as an off-the-shelf product 

2010 Certifications of RTU7000 and RTU6500 with SIRIM 

Our Group’s R&D expenses over the last three (3) financial years and a comparison 

of the R&D expenses as a percentage of our Group’s revenue are as follows:- 

2007 


2008 

2009 

(RM) 

(RM) 

(RM) 

Salary 456,688 564,727 569,022 

Expenses (purchase of parts, 

53,163 66,389 31,295 

components and maintenance 

fees for computer software) 

Total R&D Expenses 509,851 631,116 600,317 

% of R&D Expenses to Revenue 0.98% 1.23% 0.97% 

6.1.14 Interruptions in Business 

Our Group has not experienced any material interruption to the business of our Group 

in the past twelve (12) months preceding the date of this Introductory Document. 


39



6.1.15 Property, Plant and Equipment 

Registered 

Owner Title Details / Address 

WMSB Pajakan Negeri 17630, Lot No. 

35063 and Pajakan Negeri 17631, 

Lot No. 35064, Mukim Petaling, 

District and State of Wilayah 

Persekutuan. 

Our Group currently owns the following landed properties which are held by WMSB:- 

No. 1 & 3, Jalan 2/149B, Taman 

Sri Endah, Bandar Baru Sri 

Petaling, 57000 Kuala Lumpur 

WMSB Pajakan Negeri 17636, Lot No. 

35069, Pajakan Negeri 17637, Lot 

No. 35070, Pajakan Negeri 17638, 

Lot No. 35071 and Pajakan Negeri 

17639, Lot No. 35072, Mukim 

Petaling, District and State of 

Wilayah Persekutuan. 

No. 15 & 17, Jalan 2/149B, Taman 

Sri Endah, Bandar Baru Sri 

Petaling, 57000 Kuala Lumpur 

Description / 

Existing Use 

Two units of 3storey 

terrace 

shop offices 

currently leased 

out on a 2-year 

renewable lease / 

office premise 

Four units of 3storey 

terrace 

shop offices / 

operational office 

Land Area / 

Gross Built-Up 

Area Tenure 

246 square 

metres / 662 

square metres 

490 square 

metres / 1,324 

square metres 

93-year leasehold 

expiring on 19 

February 2083 

93-year leasehold 

expiring on 19 

February 2083 

None of the assets disclosed above have been re-valued in conjunction with the Transfer. 

40 

Express Condition / 

Restrictions-in-Interest Encumbrances 

Use of premises is for shop 

office only / The land shall not 

be transferred, assigned or 

charged in anyway dealt with 

or any part thereof to any 

person whomsoever without 

the prior written approval from 

Ministry of Federal Territories 

and Urban Wellbeing 

Use of premises is for shop 

office only / The land shall not 

be transferred, assigned or 

charged in anyway dealt with 

or any part thereof to any 

person whomsoever without 

the prior written approval from 

Ministry of Federal Territories 

and Urban Wellbeing 

Issuance 

Date for 

Certificate 

of Fitness 

Audited net 

book value 

as at 31 

December 

2009 

(RM) 

None 19.03.1996 1,495,000 

None 19.03.1996 2,932,633 

To the best knowledge of the Board, none of the properties disclosed above are in breach of any land-use conditions and/or are in material 

non-compliance with current statutory requirements, land rules or building regulations. To the best knowledge of the Board, the properties 

disclosed above are not subject to any regulatory requirement and environmental issues which may materially affect our Group’s operations 

and utilisation of assets.



6.1.16 Material Tangible Fixed Asset Other Than Properties 

As at the LPD, our Group does not own any material tangible fixed assets other than 

properties. 

6.1.17 Material Plan to Construct, Expand or Improve our Facilities 

As at the LPD, our Group does not have any material plans to construct, expand or 

improve our facilities. 

6.1.18 Major Customers 

Our Group's major customers are mainly from the following sectors:- 

(a) Oil and gas utilities; 

(b) Power utilities; 

(c) Sewerage and drainage utilities; 

(d) Water utilities; 

(e) Railroads; 

(f) Infrastructure monitoring; and 

(g) Building monitoring. 

Our major customers to whom we have sold 10% or more of our revenue to for the 

FYE 31 December 2009, are SP PowerAssets Limited and HDB-Technology 

Development Unit 3, contributing approximately 23.55% and 13.95% respectively 

towards our Group’s total revenue. 


41



List of our major customers ((those individually contributing 10% or more of our Group’s revenue) with their percentage contribution to our Group’s total 

revenue for the past three (3) FYE 31 December 2009 and the six (6)-month FPE 30 June 2010 are set out below:- 

Customers 

SP PowerAssets 

Limited (“SP 

PowerAssets”) 

HDB-Technology 

Development 

Unit 3 (“HDB”) 

Energy Market 

Authority 

(”EMA”) 

Surbana 

Technologies 

Pte Ltd 

(”Surbana”) 

Note: * less than 10%. 

FYE 31 December FPE 30 June 

Country Year(s) of 

Products Sold/ 

2007 2008 2009 2010 

of origin relationship 

Services Provided RM’000 % RM’000 % RM’000 % RM’000 % 

Singapore 23 Testing, Commissioning & Maintenance 

of PD Monitoring System; 

Supply, Installation, Commissioning & 

Maintenance of the Integrated Security 

Operation Surveillance System 

13,339 25.68 12,361 24.16 14,601 23.55 3,189 11.53 

Singapore 23 Supply, Installation & Commissioning of 

the Lift Telemetry Monitoring System 

and Lift Surveillance System 

Singapore 4 Supply, Installation and Commissioning 

of Gas Monitoring System 

Singapore 7 Lift Telemetry Monitoring System 

Maintenance 

42 

6,647 12.80 14,073 27.51 8,649 13.95 4,115 14.88 

5,936 11.43 - * - * - * 

- * - * - * 2,220 8.03



The loss of these major customers may adversely affect our operating results. 

Nevertheless, our Group has been dealing with SP PowerAssets and HDB for the 

past twenty three (23) years respectively, which indicates that there is a stable 

business relationship with these customers and will continue to provide good service 

to our existing customers to strengthen this relationship. We intend to minimise our 

dependency on our major customers by: - 

d) Expanding our market penetration to other countries through trade shows 

and product exhibitions as to create product and brand awareness into the 

country; 

e) Sourcing for new business / clients by either finding JV partners or 

appointing local distributors in countries where Willowglen has yet to have its 

presence; and 

f) Continuously expanding the capabilities of the SCADA system to enable 

Willowglen to penetrate into new markets / industries. 

Willowglen has been maintaining good relationships with our customers and will 

continue to provide good service to our existing customers to strengthen this 

relationship. Our Group does not foresee any circumstances that our clients would 

switch to other suppliers under the current business conditions. 

However, no assurance can be given that the loss of any one or more of our major 

customers resulting from, inter alia, cessation of business relations or otherwise, 

would not have an adverse impact on our operating results in the future. 

6.1.19 Major Suppliers 

For the past three (3) FYE 31 December 2009, there were no suppliers who 

individually supplied 10% or more of the Group's total purchases. 


43



6.1.20 Major ProjectsSecured/Completed 

Our Group’s major projects (above RM1.00 million) secured/completed during the 

financial years/period under review include the following:- 

Brief Description of Project 

Maintenance of SCADA Systems for the monitoring and control of 

gas transmission and distribution networks for a period of one (1) 

year on a quarterly preventive maintenance and ad-hoc corrective 

maintenance basis. 

Supply, Installation & Commissioning of Intrusion Detection System 

(“IDS”) at 1,000 22KV and 6.6KV substations. 

The Building Monitoring Centre (“BMC”) project was set up to cater 

for the monitoring of TMS and Photovoltaic Monitoring Systems that 

have been installed in public housing estates in Singapore. 

Comprehensive maintenance of a Master Station for a period of five 

(5) years consisting preventive and corrective maintenance of one 

(1) TMS Master Station that is linked up with 18,000 LMD from all 

HDB sites. 

Comprehensive maintenance of TMS for a period of five (5) years 

comprising corrective maintenance of 3,800 LMD located all over 

the Singapore island. 

Supply, Installation & Commissioning of Integrated Security 

Operation Surveillance Systems (“ISOSS”) consisting Building 

Access Control Systems (“BACS”), CCTV Systems, Fence Intrusion 

Detection Systems (“FIDS”) and Public Announcement (“PA”) 

Systems at thirty (30) 66KV substations 

Upgrade of ISOSS through the supply, installation and 

commissioning of additional CCTVs, Fence Intrusion Detection 

Systems (“FIDS”) and Building Access Control Systems at various 

230KV substations. 

Supply, Installation & Commissioning of Lift Surveillance Systems 

(“LSS”) for 336 lifts in one of the public housing estates in 

Singapore. 

Supply, Installation & Commissioning of LSS for 164 lifts in one of 

the public housing estates in Singapore. 

Maintenance of SCADA systems for the monitoring and control of 

the gas transmission and distribution networks for one (1) year on a 

quarterly preventive maintenance and ad-hoc corrective 

maintenance basis. 

Supply, installation & commissioning of a Partial Discharge 

Monitoring (“PDM”) System for a 132KV substation at an oil 

refinery. 

Supply, installation & commissioning of SCADA systems to manage 

and operate the Lime and CO2 Dosing Plant. 

Supply, installation & commissioning of SCADA systems to manage 

the new Industrial Water Pumping Station to facilitate the pumping 

of Newater to the Jurong Island Storage Reservoir. 

44 

Status of 

Completion as 

Value 

at LPD (RM’000) 

Completed 1,064 











Ongoing 1,100 

Ongoing 1,183




Maintenance of SCADA systems for the monitoring and control of 

the gas transmission and distribution networks for twenty-four (24) 

months on a quarterly preventive maintenance and ad-hoc 

corrective maintenance basis. 

Maintenance of ISOSS at twenty (20) 230KV substations for twentyfour 

(24) months on a quarterly preventive maintenance and ad-hoc 


Supply, installation & commissioning of LSS for 165 lifts and 142 

staircases in one of the public housing estates. 

Supply, installation & commissioning of Power Monitoring Systems 

to monitor and manage the High Voltage 22KV Electrical systems 

and power meters. 

Maintenance of TMS for a period of five (5) years on a preventive 

and corrective maintenance basis for a TMS Master Station. 

Maintenance of TMS for a period of five (5) years. This 

comprehensive maintenance covers the preventive and corrective 

maintenance of 113 Area Receiving Stations (“ARS”) located all over 

Singapore. 



maintenance of 1,600 LMDs located all over Singapore. 



maintenance of 9,000 LMDs located all over Singapore. 

Maintenance of Partial Discharge Monitoring (“PDM”) systems at 

thirteen (13) 400KV and 230KV substations for twenty-four (24) 

months which comprises quarterly preventive maintenance and adhoc 

corrective maintenance. 

45 

Status of 

Completion as 

Value 

at LPD (RM’000) 

Ongoing 2,337 

Ongoing 1,586 

Ongoing 1,630 

Ongoing 1,364 

Ongoing 4,257 

Ongoing 2,271 

Ongoing 1,183 

Ongoing 7,096 

Ongoing 2,915 




6.2 FUTURE PLANS, STRATEGIES AND PROSPECTS 

6.2.1 Future Plans and Strategies of our Group 

Our Group will focus on securing jobs in other areas such as the transportation 

sector, water and waste-water management, and power distribution sectors. Our 

Group will also strive to capture additional markets in security monitoring, building 

management and environmental control systems and other related business 

opportunities. 

Moving forward, as a listed entity on the Main Market of Bursa Securities, our Group 

will look into other areas to expand our business as follows:- 

(a) Mergers and Acquisitions 

Our Group is of the view that there are many other synergistic industries where 

the Group can benefit from such as oil and gas skid fabrication, security 

system/biometric hardware manufacturing, applications software such as 

Enterprise Resource Planning (“ERP”) software solutions, whereby the 

acquisition into these industries/companies will allow a new stream of steady 

businesses as well as improving the Group’s revenues and profits. The inclusion 

of such businesses also expands our Group’s business portfolio and diversifies 

our risk of being too reliant on our current businesses. This will effectively be a 

risk mitigating plan moving forward should there be a slowdown in the SCADA 

industry. 

The source of funding for such acquisition would be either from internally 

generated funds or through bank borrowings. However, should there be a need 

for a capital raising exercise, our Group will ensure that the necessary 

announcements and applications to Bursa Securities is made. The detailed 

decision will be only made as of when there is a concrete plan of any mergers 

and acquisitions. 

Our Group is in negotiations to acquire a foreign-based SCADA company. 

Through this acquisition, Willowglen expects to be able to enlarge our 

international market share as well as to improve on the R&D on our SCADA 

products. 

(b) Strategic Alliances 

Our Group recognises the power and the importance in collaborating with certain 

established players in the industries that we service, research institutes as well as 

working with other third party business experts in developing our products and 

services to cater for the evolving SCADA industry. The change in application 

requirements for SCADA, which are most likely spearheaded by companies 

which are established or leaders in the industries that they are in, are often 

required to suit the current day requirements of control and security. These 

features are often very prominent for the utility industry as well as the 

security/building safety industries. 

By being in the picture to help these companies develop their current Control 

System Software, our Group will have the opportunity to be one of the first 

SCADA service providers to develop new functionality for our software to meet 

the demands of the industry. Coupled with our R&D capabilities, we believe that 

we can also pre-empt the trends of the development in the SCADA industry and 

in the near future, provide new innovation and creative solutions beforehand. Our 

Group currently has a few strategic partners in Europe, which plays the role of 

distributing our SCADA products in the region. These partners are also in charge 

of the basic technical support of SCADA projects executed in the region and also 

46



collaborating with our Group to service the end customers should there be any 

major support needed. 

Our Group is also planning to form a joint venture with an Indonesian company to 

market and distribute our Group’s products and services in Indonesia. 

(c) Human Resource Development 

In order to maintain and increase our competitiveness in the industry, we are 

constantly investing in human capital and talent in our Group and also keeping 

abreast with new technological advancements via training as well as attending 

exhibitions, tradeshows and workshops. Our Group also envisages being one of 

the preferred employers by providing competitive employment packages. This in 

turn, will ensure the best human resource pool for our Group and improving the 

competency and competitiveness of our Group in the industry. 

(d) Further Development of SysLink and Other Upcoming Solutions 

Our Group is continuously exploring to further develop our SysLink software such 

as the current intention to fully upgrade and develop SysLink 3 to be a complete 

off-the-shelf software solution. Our Group envisages that there would be other 

developments that could be done for the off-the-shelf product as well as other 

products which our R&D division might come out with in the near future. In line 

with the other expansion plans of our Group, we will also develop our SCADA 

software and other related solutions to incorporate new application fields to cater 

for our Groups’ expansion into these industries. 

(e) Marketing Development 

Our marketing strategies will be focused on market penetration and building 

Willowglen and SysLink as an internationally-recognised brand. Domestically, we 

will expand by acquiring new synergistic businesses as well as having alliance 

and partnerships with major players of industries. We also plan to increase our 

distribution channels via agents and other solution providers by having our 

software available off-the-shelf. This will allow other solution providers to save 

cost by not necessary having us to customise the solutions for them. In addition, 

this would also open up the opportunity for us to build up our training business 

where we can train the other solution providers in using and developing our 

existing SCADA platform for their usage. 

In terms of geographical reach, we are continuously seeking regional partners 

and expanding our distribution network. We are looking to further expand our 

network geographically via having regional distributorships, joint-ventures, 

acquisitions and strategic alliances. Our Group has also started negotiations with 

a company in Thailand who are seeking to secure the distribution rights of the 

Willowglen Group’s Syslink software in Thailand. 

To ensure the future success of our Group, we are also focusing on developing 

our Willowglen and SysLink brand names to become an internationallyrecognised 

brand. We will participate in international trade shows and exhibitions 

to further promote our brand name. Coupled with our MSC status, we are given 

the incentive to take part in these events with the providence of subsidy by MDC. 

6.2.2 Prospects of our Group 

The Group does not foresee any material impact arising from the prevailing economic 

conditions on the Group’s existing business due to the following reasons:- 

47



(i) the Singapore Government has stepped up their effort to increase security in the 

island state to counter the terrorism threat, which has led to an increase in the 

demand for IMS implementation; 

(ii) the Singapore Government has continued to place high importance on water 

management, which has also led to more SCADA projects being implemented in 

this industry. As SCADA systems are well-suited for the industry, demand for 

products such as the WIllowglen Group’s SysLink software is also expected to 

improve; 

(iii) Willowglen’s business in Singapore has not been affected by the past economic 

downturns and the Group does not foresee that this trend would change in the 

future; and 

(iv) there have been delays in the roll-out of government projects in Malaysia due to 

the slower economy, but management expects that these projects will resume 

and translate into future income for the Group. 

Premised on the foregoing and the prospects and outlook of the industry as set out in 

Section 7 of this Introductory Document, our Board is of the view that our Group is 

expected to enjoy positive growth and favourable prospects in the long-term. 

Notwithstanding the above, you should consider certain risk factors which are 

relevant to our business, which many are out of our control as set out in Section 4 of 



48


7. INDUSTRY OVERVIEW AND OUTLOOK 

7.1 OVERVIEW AND OUTLOOK OF THE GLOBAL ECONOMY 

In the first half of 2009, the global economy experienced the sharpest contraction since the 

Second World War, with countries accounting for more than 60% of world output mired in a 

synchronised recession. The full impact of the 2008 international financial crisis on the real 

economy was felt in the first quarter of 2009, where a large number of economies 

experienced significant contractions in real GDP. In advanced economies, the financial crisis 

and the ensuing credit crunch led to a sharp decline in private sector demand. Household 

consumption was curtailed, affected by a combination of factors including deteriorating 

employment prospects, falling house prices and difficulties in obtaining access to credit. 

Similarly, businesses cut their production sharply while inventories were drawn down to 

abnormally low levels amid weak demand and tight credit conditions. The international 

production and trade network unraveled sending shocks to emerging economies. The Asian 

economies, particularly those with a higher degree of trade openness, were affected by the 

collapse in world trade that resulted from the sudden plunge in demand from advanced 

economies, leading to double-digit declines in exports and production. The deterioration in the 

trade-related sectors subsequently impacted the rest of the economy as household and 

business confidence was adversely affected. 

Recovery in the global economy, which commenced in the second half of 2009, is expected to 

remain gradual and uneven in 2010 as economies emerge from the worst post-World War II 

recession. The strength and pace of the recovery will vary considerably across the 

economies, depending on the extent of the region-specific structural problems in the 

aftermath of the global financial crisis. The advanced economies are expected to record 

modest growth in 2010 given the prevailing high unemployment, the ongoing de-leveraging 

process and the weak financial systems that continue to restrain lending activity to the real 

sector. The Asian economies are, however, expected to continue to lead the global recovery 

as sources of growth become broad-based, supported by the further strengthening of both 

domestic demand and external demand, amid improved intraregional trade, especially with 

the People’s Republic of China. 

(Source: Bank Negara Malaysia Annual Report 2009) 

7.2 OVERVIEW AND OUTLOOK OF THE ASIA PACIFIC ECONOMY 

The pace of the recovery in advanced economies has been held back by high unemployment 

rates, weak household balance sheets, and anemic bank credit, and it remains heavily 

dependent on macroeconomic policy support. By contrast, activity in many emerging and 

developing markets has continued to rebound swiftly over the course of 2009 and in the first 

quarter of 2010, particularly in Asia. The pattern of economic recovery has varied within Asia, 

with the more domestically oriented economies (China, India, and Indonesia) and Australia 

escaping a recession, and the more export oriented economies experiencing a sharply Vshaped 

business cycle. By the end of 2009, output in most of Asia had returned to pre-crisis 

levels, even in those economies hit hardest by the crisis. 

Asia’s faster recovery relative to the rest of the world seems to mark a break from the past. 

Although Asia’s GDP trend growth has exceeded that of advanced economies over the last 

three decades, this is the first time that Asia’s contribution to a global recovery has 

outstripped that of other regions. Furthermore, while in past recessions Asia’s recovery 

generally was driven by exports, this time it has also been reinforced by resilient domestic 

demand, particularly household consumption. Finally, while in past recoveries capital was 

slow to return to Asia, this time net capital inflows to the region have surged, a reflection of 

extremely high levels of global liquidity but also a testament to Asia’s improved resilience and 

economic framework. 

49


7. INDUSTRY OVERVIEW AND OUTLOOK (CONT’D) 

Over the near term, Asia is expected to continue leading the global recovery. The pace of the 

recovery will, nonetheless, remain uneven across Asia. China’s growth is expected to return 

to double digits in 2010, with private domestic demand boosted by measures to increase 

consumption and private investment. This will have positive spillovers for the rest of the 

region, as Chinese demand boosts imports, particularly of commodities and capital goods. 

Asia’s relatively strong cyclical position may pose near-term risks as the capital inflows could 

lead to overheating in some economies and increase their vulnerability to a strong upswing in 

the credit and asset price cycles, with the propensity for a subsequent abrupt reversal. 

Over the medium term, Asia’s main policy challenge will be to ensure that private domestic 

demand becomes a more prominent engine of growth. Once the adjustment in inventories 

has run its course, Asia’s exports to advanced economies should moderate somewhat, as 

domestic demand in these economies is expected to remain below pre-crisis levels, 

undermining global demand. 

(Source: Regional Economic Outlook, Asia and Pacific: Leading the Global Recovery; Rebalancing for 

the Medium Term, International Monetary Fund, April 2010) 

7.3 OVERVIEW AND OUTLOOK OF THE MALAYSIAN ECONOMY 

The Malaysian economy contracted by 1.7% in 2009, a year when the global economy 

experienced its deepest downturn in modern history. The domestic economy experienced the 

full impact of the global recession in the first quarter, declining by 6.2%, marking the first yearon-year 

contraction in real GDP since the third quarter of 2001. The collapse in global 

demand and world trade led to double-digit declines in Malaysia’s exports and industrial 

production. Given the high degree of openness of the economy, the deterioration in external 

demand affected employment, income and overall business and consumer sentiments, 

causing private consumption and private investment activities to decline in the first quarter of 

the year. Growth during the quarter was also affected by large inventory drawdown, 

particularly in the manufacturing and commodity sectors. 

However, the accelerated implementation of fiscal stimulus measures, the aggressive easing 

of monetary policies and the comprehensive measures introduced to ensure continued 

access to financing, contributed to the stabilisation in the domestic economy in the second 

quarter and the subsequent recovery in the second half of the year. In addition to higher 

public spending, the policy measures also helped to revive private sector sentiment, which, 

together with improving labour market conditions, led to an expansion in private consumption 

in the second half of the year. Signs also emerged to indicate that private investment activities 

had begun to stabilize towards the end of the year. Moreover, external demand provided 

further impetus to growth as the global economy, particularly the regional economies, 

gradually recovered. As a result, the Malaysian economy resumed its growth momentum in 

the fourth quarter, growing by 4.5%, with strengthened domestic and external demand 

contributing to growth. 

The Malaysian economy is projected to grow by 4.5% to 5.5% in 2010, underpinned by 

strengthening domestic demand and an improving external environment. While the public 

sector will remain supportive, growth is expected to be driven by greater private sector activity 

and robust external demand from the regional countries. The underlying strong 

macroeconomic fundamentals, the healthy private sector financial position and the strong 

financial system will provide support to a private sector-led recovery. A supportive monetary 

environment, including continued access to competitive financing will remain in place to foster 

recovery in the private sector activities. 

(Source: Bank Negara Malaysia Annual Report 2009) 

50



7.4 OVERVIEW AND OUTLOOK OF THE SINGAPORE ECONOMY 

The Singapore economy contracted quarter on quarter at a seasonally adjusted annual rate of 

2.8% in the fourth-quarter of 2009 after rebounding by double-digits in the previous two 

quarters. The fourth-quarter decline was mainly due to a steep plunge in pharmaceutical 

manufacturing. Meanwhile, most other sectors, with the exception of financial services, 

recorded firm growth in the fourth-quarter. Excluding pharmaceuticals, GDP is estimated to 

have expanded for the third consecutive quarter. Sectors which had stronger regional 

linkages, such as transport & storage and wholesale & retail trade grew at their fastest rates 

since the recession began. For the whole of 2009, the Singapore economy shrank by 2.0%, 

with the manufacturing and services sectors contracting some 4.1% and 2.2% respectively, 

while the construction industry grew rapidly by 16.0%. 

The Singapore economy is likely to see relatively firm growth in the immediate quarters, 

owing to the continued recovery momentum of global trade and manufacturing. Recent 

monthly data suggests that Singapore’s re-exports and industrial output have gained further 

traction, which augurs well for the trade related clusters. Moreover, in the first half of 2010, 

output in the domestic manufacturing sector will likely see a step-up, due to new capacity in 

pharmaceuticals and chemicals. 

However, beyond the first half of 2010, the domestic outlook is less certain. After a global 

recovery fuelled by monetary easing and unprecedented fiscal support, the world economy 

will have to be able to rely more on private demand to propel growth when such support is 

withdrawn. For the latter part of the year, economic prospects hinge on the ability of global 

private demand to advance sufficiently to fill the gap left when the effects of public stimuli 

recede. 

Against the more positive prognosis for Asian economies, industries in Singapore which cater 

to final demand in the region could perform relatively better. Accordingly, growth is expected 

to be firm for tourism-related services as well as regionally-oriented business services and 

financial activities. The recovery in investment in emerging Asia could also spur demand for 

raw materials such as chemicals, which Singapore is well-placed to tap. 

On the whole, the Singapore economy is forecast to expand by between 4.5% and 6.5% in 

2010. 

(Source: Monetary Authority of Singapore: Recent Economic Developments in Singapore, 3 March 

2010) 

7.5 OVERVIEW AND OUTLOOK OF THE SCADA INDUSTRY 

SCADA or Supervisory Control and Data Acquisition Systems are industrial and commercial 

feedback control and monitoring systems that permit users to monitor and control remote 

facilities from one or several control centres. A typical SCADA system comprises of a Master 

Terminal/Telemetry Unit (MTU), one or more field data-gathering units such as Remote 

Telemetry Units (RTUs), Programmable Logic Controllers (PLCs), field instrumentations and 

field control and communication equipments, as well as the software to monitor and remotely 

control these units. SCADA is a software package positioned based on the hardware, and 

interfaced through PLCs or other such commercial hardware modules. 

The benefits conferred by SCADA systems on users include the following:- 

(a) Increase in operational efficiency; 

(b) Enhancement of system reliability; 

(c) Enhancement of operational safety and security; 

51



(d) Centralised control; 

(e) Reduced manpower requirements: 

(f) Provision of information vital for operations and planning; and 

(g) Reduction in operating and maintenance costs. 

The SCADA industry grows with energy production (oil and gas, electricity etc.) and 

population (waterworks, sewerage, communications, transport, etc.) and also with the rapidly 

increasing capabilities of computer and telecommunications technology. 

7.5.1 Global Market Outlook and Revenue Forecast for the SCADA Industry 

The market revenues for the SCADA systems globally were USD4.99 billion in 2008 

and are projected to grow at a rate of 6.6 percent from 2008 to 2015, reaching a 

market size of USD7.81 billion. The SCADA market is considered still at a 

development stage where there are huge potential ahead. 

The global financial crisis in late 2008 has dampened investments in equipment and 

utilities globally, and in turn created a slight dip in growth rate of SCADA market in 

2008. The market is expected to recover by 2010 in light of intensive economic 

stimulus packages from central governments all over the world. There are huge 

potential for retrofits and upgrades in mature markets such as United States and 

Western Europe. The increasing number of drilling operations in the North Sea, 

Middle East regions, China, and India has contributed and will continue to contribute 

significantly to the growth of the SCADA market. The increase demand for energy to 

power the growth of manufacturing bases throughout Eastern Europe, Asia, and Latin 

America is also creating demand for SCADA systems. 

Technology continues to evolve in SCADA markets and innovation is always critical 

to retain customers amidst the competitive environment. There is an increased usage 

of reliability centered maintenance (RCM) tools, preventive and predictive 

maintenance tools, and business analytics. Mobile asset management tools are 

growing at a significant rate, but with limited vertical penetration. Service Oriented 

architecture based solutions are expected to continue to dominate the market in the 

future. Tier-1 participants would bundle Enterprise Asset Management solutions as 

part of the whole enterprise-wide offerings, including Enterprise Resource Planning, 

Customer Relationship Management and Supply Chain Management systems. 

Reliability centered maintenance, predictive maintenance and business logic 

implementation are some of the applications that are increasingly gaining presence 

among end users. 

(Source: Frost & Sullivan - SCADA Industry Overview Assessment) 

The drivers of growth in the SCADA market are:- 

(i) Trend towards Process Automation 

The global trend towards process automation is opening up new markets for 

SCADA systems. Factories have not historically required the supervisory 

control offered by SCADA systems, but some industries are now finding the 

prospects of uniform quality control and resource allocation decisions across 

multiple production facilities to be very attractive. In Asia, the lack of 

automation in both the infrastructure and industrial base is perceived to be a 

limiting factor for continued economic growth. Furthermore, the growing cost 

of labour should increase expenditures on SCADA and other industrial 

automation. 

52



(ii) Commitment to Infrastructure Development 

The developing countries are committing to infrastructure development as 

they strive to achieve economic independence and to entice international 

investment. As they invest in and upgrade their infrastructure, the need for 

SCADA systems will continue to grow. 

(iii) Energy Ceiling in Asia 

In Asia, rapid economic growth has put tremendous pressure on current 

infrastructures. The lack of additional energy production capacity is seen to 

be a limiting factor in continued economic growth. Thus, electric power 

production is at the top of all government priority lists throughout the region. 

Motivations for SCADA systems are various and may include any of the 

following: to decrease power costs, reduce manpower requirements, increase 

operational efficiency, improve the level of service, avoid environmental 

incidents or have a fully integrated generation, transmission, distribution and 

billing system. 

(iv) Personal Computer Based Systems 

The development of robust, reliable personal computer based systems is 

expected to significantly expand potential markets. Historically, SCADA 

systems have used minicomputers or workstations and cost millions to install. 

Cost-driven industries and developing nations cannot afford such 

investments. Today, personal computers are sufficiently powerful to handle 

most small applications, at a fraction of the price. The demand for such 

systems is also driven by the strong customer preference for Windows 

operating systems. 

(v) The Middle Class in Developing Countries 

The emerging middle classes in developing countries are demanding various 

amenities, including potable water, wastewater treatment, reliable electricity 

and central heating. 

(vi) Expansion of Natural Gas 

Natural gas companies are expanding into the worldwide electricity 

generation market. Clean, relatively cheap and abundant, natural gas is 

playing an increasingly larger role in the world energy market as gas 

companies are looking to enter the electricity generation market as a 

competitive fuel to petroleum and coal. This requires pipelines to reach endusers, 

and pipelines need SCADA monitoring for leaks, flow and routing. 

(vii) Environmental Regulations 

In the water and wastewater industries, increasingly stringent environmental 

regulations in developed nations and more effective governmental bodies in 

developing countries are projected to accelerate new SCADA system 

demand. 

53



(viii) Urbanisation 

The expansion of urbanisation and transportation in developing countries, 

coupled with the clogging of commuter arteries in metropolitan areas of 

developed countries, is expected to drive the demand for traffic flow control 

systems. As the number of projects in this area continues to increase, 

demand for SCADA systems that control power line status, traction power 

and traffic flow is anticipated to increase over the future years. 

(Source: Frost & Sullivan - World SCADA Systems and Software Markets #7248-12) 

Revenue 

Revenue Growth Rate 

Year 

(USD ‘million) (%) 

2005 4,150.0 - 

2006 4,402.5 7.0 

2007 4,697.6 7.7 

2008 4,993.3 6.9 

2009 5,134.0 3.5 

2010 5,780.6 5.0 

2011 5,780.6 7.0 

2012 6,676.2 7.7 

2013 7,217.5 8.5 

2014 7,217.5 9.0 

2015 

Compound annual growth rate (2008 – 2014): 6.6% 

7,813.7 9.1 

Note: All figures are rounded and the base year used is 2008. 



54



7.5.2 Asia Pacific Market Outlook and Revenue Forecast 

The market revenues for SCADA systems in Asia Pacific (includes Asia, Australia 

and New Zealand) was USD1.13 billion in 2008 and projected to grow at 8.5 percent 

from 2008 to 2015, reaching a market size of USD2 billion in 2015. Asia Pacific 

accounted for 16 percent of the world SCADA market revenues in 2008. The growth 

of economies, especially in India, China, Vietnam and Indonesia has created the 

need for reliable power and robust transmission lines and monitoring systems. 

In the oil & gas sector there are a few large projects being considered, however 

political instability and risk involved in certain countries makes it a difficult market for 

automation companies. Upstream and midstream investments are expected to 

increase for SCADA markets especially in the power transmission and distribution 

sector. India is expected to invest in power in the order of 75 Giga-watt (GW) in the 

next five to seven years and China is surging much ahead in this aspect. Countries 

such as Vietnam and Indonesia are allocating funds toward energy investment, and 

the market is expected to boom in the coming years. However, revenues from the 

Japanese and South Korean markets remain stable. Australia is investing heavily in 

mining and other natural resources, but the growth of SCADA in these regions are 

limited. Most end-user companies in the Asia Pacific region are looking at increasing 

their capacity, and are hence anticipated to invest in SCADA systems in a significant 

manner. 

Revenue 


Year 


2005 885.8 - 

2006 970.6 9.1 

2007 1048.8 8.1 

2008 1132.7 8.5 

2009 1188.1 5.8 

2010 1288.1 8.5 

2011 1401.2 10.3 

2012 1524.6 11.2 

2013 1663.7 11.6 

2014 1824.1 12.5 

2015 


2003.8 12.6 



7.5.3 Singapore Market Outlook and Revenue Forecast 

The SCADA market in Singapore generated revenues of USD29 million in 2008 and 

is estimated to generate USD39.1 million at a CAGR of 4.4 percent in 2015. 

Singapore is an established market with relatively low growth rate due to the absence 

of significant number of green field projects. Nevertheless, brown field projects 

(retrofitting and upgrading) will continue to boost the market. The growing trend of oil 

and gas, utility, water and wastewater treatment industries will drive sales of SCADA. 

This factor drives the manufacturers to concentrate more on R&D to develop 

technologically advanced SCADA products such as Web-based solutions. Need for 

real-time decision making, web-based communications and data transfer increases 

the usage of SCADA solution in Singapore. Blurring difference between SCADA 

function and other automation systems such as Process Automation Control 

55



decreases the market size of SCADA. Customers concerns on cyber threats faced by 

Web-based SCADA solution also dampen sales. 

Year 

56 

Revenue 

(USD ‘million) 

Revenue 

Growth Rate 

(%) 

2005 25.5 - 

2006 26.8 5.1 

2007 27.9 4.2 

2008 29.0 3.8 

2009 29.9 3.0 

2010 31.2 4.5 

2011 32.7 4.8 

2012 34.2 4.6 

2013 35.8 4.6 

2014 37.3 4.4 

2015 39.1 4.8 




Power industry contributed 38 percent, the highest revenue among all end user 

industries in 2008. Oil and gas is another important end user sector which contributed 

18 percent in 2008. Chemical and petrochemical generated revenues account for 16 

percent of the total SCADA market in Singapore. Water and wastewater treatment 

industry in Singapore gains increasing significance in the Singapore SCADA market 

and accounts for 15 percent in 2008. The others are discrete industries and 

transportation sectors accounting for 13 percent of the total revenue. 


7.5.4 Malaysia Market Outlook and Revenue Forecast 

The SCADA market in Malaysia generated revenues of USD45.8 million in 2008 and 

is estimated to generate USD79.1 million in 2015 at a CAGR of 8.1 percent. With the 

growing trend of the oil and gas, utility and water treatment industries in Malaysia, 

SCADA systems market is expected to grow at a very good rate. This factor drives 

the manufacturers to concentrate more on R&D to develop technologically advanced 

SCADA products such as Web-based solutions. Since newer, SCADA software can 

be incorporated with existing programmable logic controls, small scale industries in 

Malaysia are more eager to get their shop floor automated. Standardisation of 

product quality in process industries globally forces industries to get into customized 

automation products. Web-based communications and data transfer increases the 

usage of SCADA solutions. Increasing industrialization drives the demand. 

Nevertheless, limited growth rate of automobile, food and beverage industries 

restrains the growth of SCADA solutions. Introduction of Process Automation 

Controls reduces the market size of SCADA solutions by capturing the lower-end 

applications, which requires only basic monitoring and controlling functions. Limited 

exposure to newer SCADA solutions also deters market growth. 

Power is the largest end user segment for Malaysia SCADA market. It generated 

USD12.4 million of revenue in 2008, accounting for 27 percent of the total market 

size. The power industry is a heavy user of SCADA system but the Malaysia power 

industry is not expected to have high growth rate in taking in SCADA systems in the 

forecast period. This is because the Malaysian power industry in perceived as a



saturated market by automation vendors as it has sufficient installed capacity and 

additional back-up capacity to meet its power demand. Nevertheless, business 

opportunities are likely to come from revamping and green technology. The next 

largest end user segment is oil and gas industry which contributed USD9.2 million of 

revenue in 2008, accounting for 20 percent of the total SCADA market in Malaysia. 

Oil and gas is the dominating industry in Malaysia, it is set to grow sustainably and 

provide continuous opportunity for SCADA vendors. It is followed by food and 

beverage, chemical and petrochemical, metal and mining at 15.5 percent, 15.0 

percent and 7.5 percent of contribution respectively. Other industries such as 

automotive, transportation and minor end user industries contributed a total of 

USD2.3 million in total revenues. 

Revenue 


Year 


2005 34.9 - 

2006 38.5 10.8 

2007 42.3 9.5 

2008 45.8 7.5 

2009 48.2 4.0 

2010 51.8 6.5 

2011 56.2 7.4 

2012 60.9 7.8 

2013 66.0 8.0 

2014 72.8 8.1 

2015 


79.1 7.9 



SCADA systems are now being used in a wide range of applications and business processes 

including business performance measurement, business system integration, migration 

planning and management solutions to enable required business process changes. 

Companies with global assets make use of the enhanced capabilities and functionalities of 

SCADA in managing its assets and to improve the core business processes. SCADA has 

been used as a technology to support its business processes and improve the flow of real 

time knowledge. 


57



7.6 INDUSTRY PLAYERS AND COMPETITION 

Competition 

The SCADA industry differentiates vendors by product innovations, experience in successful 

implementations, quality of service, and pricing. The Group therefore faces competition from 

different sources in different kinds of projects. 

Four (4) types of SCADA competitors have been identified: traditional SCADA companies, 

large process control companies that occasionally consider SCADA projects, small systems 

suppliers that provide basic systems based on personal computers and/or programmable 

logic controllers, and systems integrators using off-the-shelf SCADA packages. 

Direct competition comes from companies that have a complete SCADA system product line. 

The most effective competition comes from competitors who are of approximately the same 

size as the Group and who, like the Group, have both the financial and human resource 

flexibility to make quick and specific decisions about investment and sales strategies. 

Indirect competition comes from suppliers in the process control industry who attempt to 

broaden their market by extending their product sales to SCADA applications. This has been 

sporadic and not seen as a significant threat to the Group. 

In large tenders, competition comes from multinational companies such as Siemens AG, 

Schneider Electric, Honeywell and ABB. An advantage that the Group has over these 

competitors is that the Group is focused on delivering SCADA solutions, whilst the large 

competitors are usually diversified groups with only a division providing SCADA solutions as a 

complement to their other businesses. 

In small tenders, the Group faces competition from small local engineering companies. These 

companies usually import SCADA related software and hardware, and then repackage and 

sell them as solutions. The Group has a price/cost advantage over these competitors as it 

designs and produces its own SCADA software and hardware. 

Key participants in the Singaporean and Malaysian SCADA market are Siemens AG, 

Siemens SG, ABB, Honeywell, PSI (inCONTROL TECH), Schneider Electric (Citect) and 

General Electric. Siemens AG, ABB and Honeywell are strong at process industries such as 

power and oil and gas. Siemens SG has a comprehensive coverage over process industries 

and discrete industries as well as utility and transportation. 


7.7 RELEVANT LAWS AND REGULATIONS 

Presently, save for general company and contract laws, the business activities of the Group in 

Malaysia and Singapore are not subject to any specific legislation or regulations. 

7.8 DEMAND/SUPPLY CONDITIONS 

Our Group is of the opinion that SCADA systems are now being used in a wide range of 

applications and business processes including business performance measurement, business 

system integration, migration planning and management solutions to enable required 

business process changes. Companies with global assets make use of the enhanced 

capabilities and functionalities of SCADA in managing its assets and to improve the core 

business processes. 

With the rising manpower costs, many developing countries are looking at SCADA systems 

as a means to circumvent these rising costs. All of the above will seemingly increase the 

58



demand for SCADA systems worldwide, which will be favourable to our Group as an 

integrated SCADA solutions provider. 

7.9 SUBSTITUTE PRODUCTS / SERVICES 

Besides other available SCADA Products in the market, Distribution Control Systems (“DCS”) 

is the popular alternative available for systems control and monitoring of processes and 

equipments. 

However, there are significant differences between SCADA and DCS which dictates the 

choice of the system used to control and monitor equipments. Hence, DCS cannot fully 

substitute SCADA systems or vice versa. The factors that determine the usage of SCADA or 

DCS systems are:- 

a) DCS is process oriented, events and alarm lists are secondary in importance to the 

process displays. The generation and display of data, especially analogue trends and 

standard process blocks and thus more user-friendly. 

b) SCADA is data-gathering oriented and event driven. A change of state will cause the 

system to generate all alarms, events, database updates and any special processing 

required relating to that change directly from the recognition of that change. 

c) Location and distance of the control room to the field equipments. DCS are situated 

near to the field equipments whereas SCADA systems are usually located further 

away. 

There are advantages of using SCADA over other control systems, such as:- 

a) More cost effective; 

b) SCADA systems are indirectly connected via a database to the field equipment and 

can continue operating even when telecommunications are temporarily lost; 

c) More complex polling capabilities are typically provided by SCADA systems to help 

address telecommunication restrictions; and 

d) Able to deal with controlling assets over a very large geographical area. 

There are instances where SCADA systems are used in conjunction of DCS for the optimum 

level of control, supervisory and reporting in highly specialized industries such as Oil and Gas 

and Power Generation. 

7.10 INDUSTRY’S RELIANCE ON AND VULNERABILITY TO IMPORTS 

Although our raw materials (which are mainly electronic / electrical components) are available 

worldwide, our Board believes that we may be subjected to a certain degree of vulnerability to 

global supply fluctuations and other regulatory controls imposed on imports which will, in turn, 

affect the pricing of our hardware products. 

To mitigate this risk, our Group currently have a pool of overseas suppliers from different 

countries and markets, and thus does not foresee that there would be difficulty in obtaining 

any imported parts or raw materials. Notwithstanding the above, our Group can still source for 

the raw materials locally, albeit at a higher cost. 

59


8. INFORMATION ON DIRECTORS, SUBSTANTIAL SHAREHOLDERS, KEY MANAGEMENT AND/OR TECHNICAL PERSONNEL 

8.1 DIRECTORS 

8.1.1 Directors’ Shareholdings 

Based on our Register of Directors’ Shareholdings as at the LPD, the direct and indirect interests of our Directors in our issued and paid-up 

share capital are as follows:- 

As at the LPD 

Direct Indirect 

Name Nationality No. of Shares ^ 

Directors 

% No. of Shares % 

Alfian Bin Tan Sri Malaysian - - - - 

Mohamed Basir 

KCM Malaysian 1,617,600 0.65 126,104,737 1 

WAC Malaysian 1,500,000 0.61 127,141,037 2 

Notes:- 

1. Deemed interested through her interest in LMSB and DCSB 

2. Deemed interested through his interest in DCSB, EPSB and JQHSB, his spouse and son 


60 

50.94 

51.36 

Wang Shi Tsang Malaysian - - - - 

Mohd Isa Bin Ismail Malaysian - - - -


8. INFORMATION ON DIRECTORS, SUBSTANTIAL SHAREHOLDERS, KEY MANAGEMENT 

AND/OR TECHNICAL PERSONNEL (CONT’D) 

8.1.2 Profiles of Directors 

Encik Alfian Bin Tan Sri Mohamed Basir, aged 36, is the Chairman and 

Independent Non-executive Director of the Company. He was appointed to the Board 

on 9 October 2003. 

Encik Alfian is a Chartered Accountant and a Member of the Malaysian Institute of 

Accountants. He graduated from the University of Malaya with a Bachelor of 

Accounting (Hons) Degree. 

Encik Alfian’s career began at Ernst & Young, Kuala Lumpur, a global accounting 

firm. Specialising in the financial sector, he gained a wealth of experience managing 

large financial audits and special due diligence assignments, in conjunction with the 

consolidation of the local banking sector, at various local financial institutions such as 

the former Bank Bumiputera Malaysia Berhad and the Utama Banking Group. His 

experience also extends internationally, including assignments at the Central Bank of 

Mongolia and other commercial banks in Mongolia. 

Due to his keen interest in the Information and Communication Technology (“ICT”) 

sector, he left Ernst & Young in 2001 to set up an ICT and management consulting 

firm, Trade Roof Sdn Bhd. Over the next six (6) years, he had ventured further into 

the ICT and telecommunications industry, being involved in a number of technologybased 

companies. He is currently the Chief Executive Officer of Blue Horus Solutions 

Sdn Bhd, a regional mobile telecommunications-based solutions provider with 

operations in Malaysia, Cambodia and Indonesia. 

He is also on the Board of various private limited companies. Amongst them is Dream 

Security Global Sdn Bhd, a Malaysian-South Korean venture involved in the area of 

Information and Telecommunications Security. 

Madam Khor Chai Moi, aged 57, is the Managing Director of the Company. She 

joined the Board on 20 March 1998 as First Director of the Company and resigned on 

30 July 1998. On 19 June 2000, she was reappointed to the Board and subsequently 

appointed as Managing Director on 3 November 2004. 

Mdm. Khor holds a Bachelor of Business Degree in Accounting from the University of 

South Queensland, Australia, as well as a Master of Business Administration from the 

University of Hull, United Kingdom. 

Mdm. Khor has been the Managing Director of DCSB since 1992. She is also a 

Director of several private limited companies. Mdm. Khor is currently an Executive 

Director of PJ Development Holdings Berhad, a company listed on the Main Market of 

Bursa Securities. 

Mr. Wong Ah Chiew, aged 62, is a Non-executive Director of the Company. He 

joined the Board on 20 March 1998 as First Director of the Company and resigned on 

30 July 1998. On 19 June 2000, he was reappointed to the Board. 

Mr. Wong holds a Bachelor of Science Degree in Electrical and Electronic 

Engineering from the University of Strathclyde, Scotland. He started his career in 

1973 as Assistant District Engineer with Perak River Hydro Electric Power Co. Ltd, 

where he worked until 1982. 

In 1982, Mr. Wong left the public service to join DCSB as a Director where he 

managed the marketing and administrative aspects of the housing and commercial 

property projects undertaken by the group. 

61




Some of these projects included Taman Dindings, Ayer Tawar; Taman Desa Aman, 

Teluk Intan; Taman Sri Setapak, Kuala Lumpur; Taman Damai Jaya, Johor and 

Taman Sri Endah, Kuala Lumpur. Mr. Wong has more than 29 years of experience in 

property development. 

He was the Managing Director of MCB Holdings Berhad (now known as Crimson 

Land Berhad), a company listed on Bursa Securities, from 1 August 1992 to 28 

November 1997. Mr. Wong is also currently the Managing Director of PJ 

Development Holdings Berhad, a company listed on the Main Market of Bursa 

Securities. 

Mr. Wang Shi Tsang, aged 56, is an Independent Non-executive Director of the 

Company. He was appointed to the Board on 27 June 2002. 

Mr. Wang holds a Master of Science Degree in Taxation from USA. He is a Fellow of 

the Malaysian Institute of Taxation, an Associate Member of The Malaysian Institute 

of Chartered Secretaries & Administrators and a Certified Financial Planner. 

Currently, he acts as Senior Manager of Corporate Affairs & Taxation in a public 

listed company in Malaysia and deals with both corporate and tax matters. Prior to his 

present employment, he had served with the Inland Revenue Department (now 

known as the Inland Revenue Board) for 14 years and last held the position of 

Assistant Director. 

Encik Mohd Isa Bin Ismail, aged 47, is an Independent Non-executive Director of 

the Company. He was appointed to the Board on 29 December 2006. 

Encik Mohd Isa holds a Diploma in Accountancy from the University Technology 

MARA (1984). 

He was a Financial Analyst and Cost Analyst of Motorola Semiconductor Sdn Bhd for 

8 years until 1993 and a Dealer’s Representative in K & N Kenanga Bhd (now known 

as Kenanga Investment Bank Berhad) for a year. In 1995, he was appointed as a 

Director of Greatwall Plastic Industries Bhd and he resigned in 1997. 

Currently, he is an independent non-executive Director of Len Cheong Holdings 

Berhad, a company listed on the Main Market of Bursa Securities. He is also a 

Director of WMG Advisory Services Sdn Bhd and Shoraka Capital Sdn Bhd, which 

are involved in the provision of consultancy services. 

8.1.3 Other principal Directorships for the last five (5) years and other principal 

business activities performed outside the Willowglen Group 

Save as disclosed below, there are no other principal directorships and/or business 

activities performed by our Directors outside our Group for the last five (5) years 

preceding the date of this Introductory Document:- 

Name Designation Company 

Alfian Bin Tan Sri Mohamed 

Basir 

Director and Chief 

Executive Officer 

62 

Blue Horus Solutions Sdn 

Bhd 

Director Dream Security Global 

Sdn Bhd 

Director Multimedia Mojo Sdn Bhd 

Director Aqilient Capital Sdn Bhd





Director Alanya International Sdn 

Bhd 

KCM 

WAC 

Director Gema Meridian Sdn Bhd 

Director Open Path Consult Sdn 

Bhd 

Director MyCell Technologies Sdn 

Bhd 

Director MySign Sdn Bhd 

Director Pasatel System Sdn Bhd 

Director Nasioncom Holdings Bhd 

(2004 - 2006) 

Executive Director PJD 

Director Subsidiaries of PJD: 

63 

PJDCP Malta Sdn Bhd 

PJD Malta Sdn Bhd 

PJD Construction Sdn 

Bhd 

Acotec-Concrete 

Products Sdn Bhd 

OCC Cables Berhad 

Managing Director DCSB and its 

subsidiaries: 

D&M Services Sdn Bhd 

Dindings Consolidated 

Properties Sdn Bhd 

Dindings Construction 

Sdn Bhd 

Dindings Life Agency 

Sdn Bhd 

Director Regal Meridian Sdn Bhd 

Director Nova Terrace Sdn Bhd 

Director 3 Fairies Sdn Bhd 

Director J. B. Properties Sdn Bhd 

Director Ladang Setia Sdn Bhd 

Director Sincere Source Sdn Bhd 

Managing Director PJD 

Director Subsidiaries of PJD 

Director DCSB and its subsidiary, 

Dindings Consolidated 

Properties Sdn Bhd





Director Nova Terrace Sdn Bhd 

Mohd Isa Bin Ismail 

8.1.4 Directors’ Remuneration and Benefits 

Director Elegant Preference Sdn 

Bhd 

Director Equity & Property 

Investment Corporation 

Limited 

Director YSY Development Sdn 

Bhd (1992 – 2008) 

Director OLP Management 

Services Sdn Bhd (2003 – 

2008) 

Non-Executive Director Len Cheong Holdings 

Berhad 

Director WMG Advisory Services 

Sdn Bhd 

Director Shoraka Capital Sdn Bhd 

The aggregate remuneration and benefits paid and proposed to be paid for services 

rendered to our Group for the FYE 31 December 2009 and FYE 31 December 2010 


Number of Directors 

Range (RM) FYE 31 December 2009 FYE 31 December 2010 

50,000 and below 4 4 

50,001 – 100,000 - - 

100,001 – 150,000 - - 

150,001 – 200,000 - - 

200,001 – 250,000 - - 

250,001 – 300,000 - - 

300,001 – 350,000 1 1 

8.1.5 Service Agreement 

As at the LPD, none of our Directors has any existing or proposed service 

agreements with our Group. 

64




8.2 BOARD PRACTICES 

8.2.1 Directorship 

Name 

Alfian Bin Tan Sri 

Mohamed Basir 

Date of 

appointment Designation 

09.10.2003 Chairman and 

Independent Non- 


65 

Expiration of 

the current 

term of office 

No. of 

years in 

office 

15 th AGM 6.7 

KCM 19.06.2000 Managing Director 13 th AGM 10.0 

WAC 19.06.2000 Non-Executive 

Director 

Wang Shi Tsang 27.06.2002 Independent Non- 


Mohd Isa Bin Ismail 29.12.2006 Independent Non- 


8.2.2 Audit Committee 

Our Audit Committee comprises the following members:- 

14 th AGM 10.0 

13 th AGM 8.0 

14 th AGM 3.5 


Wang Shi Tsang Chairman Independent Non-Executive Director 

Alfian Bin Tan Sri Mohamed Basir Member Chairman and Independent Non- 


WAC Member Non-Executive Director 


The main functions of the Audit Committee include inter-alia, the review of audit plans 

and audit reports with our external auditors, review of the auditors’ evaluation of 

internal accounting controls and management information systems, review of the 

scope of internal audit procedures, review of the financial statements, and nomination 

of the external auditors. 

8.2.3 Nomination & Remuneration Committee 

Our Nomination & Remuneration Committee comprises the following members:- 


Alfian Bin Tan Sri Mohamed Basir Chairman Chairman and Independent Non- 


Wang Shi Tsang Member Independent Non-Executive Director 

WAC Member Non-Executive Director 

Mohd Isa Bin Ismail Member Independent Non-Executive Director




The main functions of the Nomination & Remuneration Committee include inter-alia, 

the recommendation to the Board on the assessment and appointment of new 

directors, meet to discuss and review the assessment of the other committees and 

their members in a periodic review of the members’ performance and their 

contribution to their respective committees and make recommendation to the Board, 

carry out annual reviews and recommend to the Board the remuneration, 

compensation and benefits package of the Executive Directors. 


66


8. INFORMATION ON DIRECTORS, SUBSTANTIAL SHAREHOLDERS, KEY MANAGEMENT AND/OR TECHNICAL PERSONNEL (CONT’D) 

8.3 SUBSTANTIAL SHAREHOLDERS 

8.3.1 Shareholdings of Substantial Shareholders 

The substantial shareholders and their shareholdings in the Company for the past three (3) years up to the LPD are as follows:- 

31 December 2007 31 December 2008 31 December 2009 As at the LPD 

Direct Indirect Direct Indirect Direct Indirect Direct Indirect 

Name 

No. of 

Shares 

% 

No. of 

Shares 

% 

No. of 

Shares % 

No. of 

Shares % 

No. of 

Shares % 

No. of 

Shares % 

No. of 

Shares % 

No. of 

Shares % 

NASB 125,900,237 50.77 - - 125,900,237 50.82 - - 125,900,237 50.85 - - 125,900,237 50.85 - - 

DCSB - - 125,900,237 1 

50.77 - - 125,900,237 1 

67 

50.82 - - 125,900,237 1 

LMSB - - - - - - - - 204,500 0.08 125,900,237 2 

50.85 - - 125,900,237 1 

50.85 204,500 0.08 125,900,237 2 

OSKVE 22,465,000 9.06 - - 22,465,000 9.07 - - 22,465,000 9.07 - - 22,465,000 9.07 - - 

OSKCP 20,054,837 8.09 - - 20,054,837 8.10 - - 20,054,837 8.10 - - 20,054,837 8.10 - - 

OSKVI - - 42,519,837 3 

OSKH - - 42,519,837 4 

OLH - - 42,519,837 5 

KCM 1,468,600 0.59 125,900,237 6 

WAC 1,500,000 0.61 126,309,237 8 

Notes:- 

17.15 - - 42,519,837 3 

17.15 - - 42,519,837 4 

17.15 - - 42,519,837 5 

50.77 1,468,600 0.59 125,900,237 6 

50.93 1,500,000 0.61 126,389,237 9 

1. Deemed interested through NASB 

2. Deemed interested through DCSB 

3. Deemed interested through OSKVE and OSKCP 

4. Deemed interest through OSKVI 

5. Deemed interest through OSKH 

6. Deemed interested through her interest in DCSB 

7. Deemed interested through her interest in LMSB and DCSB 

8. Deemed interest through his interest in DCSB and JQHSB 

9. Deemed interest through his interest in DCSB, EPSB, JQHSB and his family member(s) 

17.16 - - 42,519,837 3 

17.17 - - 42,519,837 3 

50.85 

50.85 

17.17 

17.16 - - - - - - - - 

17.16 - - 42,519,837 4 

50.82 1,617,600 0.65 126,104,737 7 

51.02 1,500,000 0.61 127,141,037 9 

17.17 - - 42,519,837 4 

50.94 1,617,600 0.65 126,104,737 7 

51.36 1,500,000 0.61 127,141,037 9 

17.17 

50.94 

51.36




8.3.2 Profile of Promoters and Substantial Shareholders 

Save for KCM and WAC, the profiles of which have already been disclosed in 

Section 8.1.2, the profiles of the other substantial shareholders of our Group are as 

follows:- 

NASB 

NASB was incorporated in Malaysia on 30 December 1996 as Rittal (M) Sdn Bhd 

under the Act as a private limited company. On 16 July 1999, its company name was 

changed to its present name. NASB is principally involved in investment holding. 

As at the LPD, the substantial shareholders and their respective shareholdings in 

NASB are as follows: 

Substantial Shareholders 

68 


No. of NASB 

shares 

% No. of NASB 

shares 

DCSB 20 100 - - 

Ong Yee Ching - - 20 1 

100 

Simon Wong Chu Keong - - 20 2 

100 

Notes: 

1. Deemed interest by virtue of her parent’s shareholding in DCSB 

2. Deemed interest by virtue of his parents’ shareholding in DCSB 

As at the LPD, the Directors and their respective shareholdings in NASB are as 

follows: 

Directors 


No. of NASB 

shares 

% No. of NASB 

shares 

Ong Yee Ching - - 100 

Simon Wong Chu Keong - - 20 2 

100 

Notes: 

1. Deemed interest by virtue of her parent’s shareholding in DCSB 

2. Deemed interest by virtue of his parents’ shareholding in DCSB 

DCSB 

DCSB was incorporated in Malaysia on 2 December 1968 as Dindings Developments 

& Finance Sendirian Berhad under the Act as a private limited company. On 23 

November 1979, its company name was changed to Dindings Realty Development 

Sdn Bhd and subsequently assumed its present name on 25 May 1984. DCSB is 

principally involved in investment and property development. 

20 1 

% 

%





DCSB are as follows: 


69 


No. of DCSB 

shares 

% No. of DCSB 

shares 

LMSB 3,750,000 32.89 - - 

KCM 3,738,680 32.79 4,275,000 1 

37.50 

WAC 1,990,532 17.46 - - 

Tan Hui Chuan 1,236,968 10.85 - - 

Note: 

1. Deemed interested through her family member and LMSB 

As at the LPD, the Directors and their respective shareholdings in DCSB are as 

follows: 

Directors 


No. of DCSB 

shares 

% No. of DCSB 

shares 

KCM 3,738,680 32.79 4,275,000 1 

37.50 

WAC 1,990,532 17.46 - - 

Note:- 

1. Deemed interested through her family member and LMSB 

LMSB 

LMSB was incorporated in Malaysia on 24 February 1981 under the Act as a private 

limited company. LMSB is principally involved in investment holding. 


LMSB are as follows: 



No. of LMSB 

shares 

% No. of LMSB 

shares 

KCM 201,000 25.10 600,000 1 

Ong Yin Suen 120,000 14.98 681,000 1 

Ong Yee Ching 120,000 14.98 681,000 1 

Ong Ju Yan 120,000 14.98 681,000 1 

Ong Yee Min 120,000 14.98 681,000 1 

Ong Ju Xing 120,000 14.98 681,000 1 

Note:- 

1. Deemed interested through her / his family members 

% 

% 

% 

74.90 

85.02 

85.02 

85.02 

85.02 

85.02




As at the LPD, the Directors and their respective shareholdings in LMSB are as 

follows: 

Directors 

70 


No. of LMSB 

shares 

% No. of LMSB 

shares 

Ong Yin Suen 120,000 14.98 681,000 1 

Ong Yee Ching 120,000 14.98 681,000 1 

Ong Ju Xing 120,000 14.98 681,000 1 

Note:- 

1. Deemed interested through her / his family members 

OSKVE 

% 

85.02 

85.02 

85.02 

OSKVE was incorporated in Malaysia on 18 February 2000 under the Act as a private 

limited company under the name of O.S.K. Venture Equities Sdn Bhd. Thereafter, on 

24 November 2000, it changed its name to OSKVE. 

OSKVE is principally engaged in the venture capital business. 


OSKVE are as follows: 


No. of OSKVE 

shares 


% No. of OSKVE 

shares 

OSKVI 10,000,000 100.00 - - 

OLH - - 10,000,000 1 100.00 

Note:- 

1. Deemed interested by virtue of his substantial shareholdings in OSKVI 

As at the LPD, the Directors and their respective shareholdings in OSKVE are as 

follows: 

O 

Directors 

No. of OSKVE 

shares 


% No. of OSKVE 

shares 

Ong Ju Yan - - - - 

Yee Chee Wai - - - - 

Lim Ah Lay - - - - 

Woon Chong Boon - - - - 

% 

%




Note: 

OSKCP 

OSKCP was incorporated in Malaysia on 2 March 2005 under the Act as a private 

limited company. OSKCP is an investment holding company and is principally 

involved in the private equity business. 


OSKCP are as follows: 


71 

No. of OSKCP 

shares 


% No. of OSKCP 

shares 

OSKVI 2 100.00 - - 

OLH - - 2 1 100.00 

1. Deemed interested by virtue of his substantial shareholdings in OSKVI 

As at the LPD, the Directors and their respective shareholdings in OSKCP are as 

follows: 

Directors 

No. of OSKCP 

shares 


% No. of OSKCP 

shares 

Ong Ju Yan - - - - 

Yee Chee Wai - - - - 

Lim Ah Lay - - - - 

Woon Chong Boon - - - - 

OSKVI 

OSKVI was incorporated in Malaysia on 5 December 2003 under the Act as a public 

limited company. OSKVI is an investment holding company listed on the ACE Market 

of Bursa Securities. Its wholly-owned subsidiaries are principally involved in the 

venture capital business, to undertake management of investments in securities of 

venture companies and private equity. 

As at the LPD, the substantial shareholder and his respective shareholding in OSKVI 

are as follows: 


No. of OSKVI 

shares 


% No. of OSKVI 

shares 

OLH 29,343,214 19.99 - - 

% 

% 

%




As at the LPD, the Directors and their respective shareholdings in OSKVI are as 

follows: 

Directors 

Dato’ Nik Mohamed Din Bin 

Datuk Nik Yusoff 

Notes: 

1. Deemed interested by virtue of his substantial shareholdings in Harmony Chime Sdn Bhd and 

disclosure made pursuant to Section 134 (12) (c) of the Act. 

2. Disclosure made pursuant to Section 134 (12) (c) of the Act. 

3. Deemed interest by virtue of his substantial shareholdings in LMSB 

* Negligible 

Ong Leong Huat @ Wong Joo Hwa, aged 65, is the Group Managing Director/CEO 

of OSK. He holds a Capital Markets and Services Representative’s license issued by 

the SC under the CMSA for dealing in securities. Mr. Ong was a Director of MESDAQ 

from July 1999 to March 2002, a member of the Capital Advisory Council appointed 

by the SC in 2004 to advise on issues relating to the implementation of the Capital 

Market Master Plan. He was a member of the Securities Market Consultative Panel of 

Bursa Malaysia. 

For over 17 years since 1969, he was attached to a leading financial institution for 17 

years from 1969 where he last held the position of Senior General Manager. He was 

the Managing Director/CEO of OSK Securities Berhad (now known as OSK 

Investment Bank Berhad) from July 1985 to January 2007 and thereafter appointed as 

the Group Managing Director/CEO of OSK, a position he still holds. 

Mr. Ong is also a Non-independent Non-executive Director of OSKH and an 

Independent Non-Executive Director of Bursa Malaysia Berhad. 

72 

No. of OSKVI 

shares 


% No. of OSKVI 

shares 

2,425,574 1.65 - - 

Wong Chong Kim 470,504 0.32 449,690 1 0.31 

Yee Chee Wai - - 578 2 * 

Ong Ju Yan 332,902 0.23 2,683,210 3 1.83 

Tan Sri Datuk Dr. Omar Bin 

Abdul Rahman 

- - - - 

Foo San Kan 498,810 0.34 - - 

Dato’ Abdul Azim bin Mohd. 

Zabidi 

- - - - 

%


8. INFORMATION ON DIRECTORS, SUBSTANTIAL SHAREHOLDERS, KEY MANAGEMENT AND/OR TECHNICAL PERSONNEL (CONT’D) 

8.4 KEY MANAGEMENT AND TECHNICAL PERSONNEL 

8.4.1 Key Management and Technical Personnel’s Shareholdings 

As at the LPD, the direct and indirect interests of our key management and technical personnel in our issued and paid-up share capital are as 

follows:- 

As at the LPD 


Name Designation Nationality No. of Shares ^ 

% No. of Shares % 

Diong King Ewu Managing Director - Malaysian / 

4,566,479 1.84 - - 

WSPL 

Singapore PR 

Long Tin Jui Chief Operating Officer Malaysian 100,000 0.04 - - 

Nik Azlan Bin Nik Yusoff Chief Technical Officer Malaysian - - - - 

Chew Nyuk Seong Senior Manager – 

Accounts & Finance 

Notes:- 

1. Held through nominee company 

2. Deemed interest through his spouse’s nominee 

Malaysian - - - - 

Phan Vee Yee Project Manager Malaysian - - - - 

Tan Jun 

General Manager Chinese Citizen / 

Singapore PR 

Cheong Fong Hoon Senior Business 

Development Manager 

Koh Beng Boon Manager – Hardware 

Support & Purchasing 

Lee Beng Hong Business Development 

Manager 

73 

- - 200,091 1 

Singaporean - - 233,500 1 

Singaporean - - 2,725,511 2 

0.08 

0.09 

1.10 

Singaporean - - - -


8. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND 

KEY MANAGEMENT AND TECHNICAL PERSONNEL (CONT’D) 

8.4.2 Profiles 

The profiles of the key management and technical personnel of our Group are as 

follows:- 

Diong King Ewu, a Malaysian aged 60, is the Managing Director of WSPL. He holds 

a Bachelor’s degree in Electrical Engineering from the University of Singapore. Mr. 

Diong began his career in 1975 in the Public Utilities Board of Singapore. He started 

as an engineer in the Electricity Department, where he was responsible for the 

installation, operation and maintenance of power distribution networks. In 1978, he 

was transferred to the Water Department, where he was responsible for the 

installation, operation and maintenance of large pumping plants and standby 

generator sets. In 1981, Mr. Diong moved to Colosseum Corporation Pte Ltd of 

Singapore as manager of the Industrial Control Division, where he was responsible 

for marketing, sales and technical support of Willowglen SCADA systems and 

industrial process control systems. 

In 1985, Mr. Diong joined Willowglen Systems Ltd as its Regional Marketing 

Manager, responsible for the marketing and technical sales support of Willowglen 

SCADA systems in ASEAN countries. In 1986, Mr. Diong was appointed a director of 

WSPL and in 1995, he was appointed Managing Director of WSPL. In 2000, he was 

appointed Managing Director of Willowglen. In 2004, Mr. Diong relinquished the post 

of Managing Director of Willowglen to concentrate on growing the business of WSPL. 

Long Tin Jui, a Malaysian aged 44, is the Chief Operating Officer of WMSB. He 

graduated from Tunku Abdul Rahman College in 1989 with a Diploma in Electronics 

Engineering. 

Mr. Long began his career in 1989 as a technician with Honeywell Engineering 

Malaysia in the company's Service Department, initially responsible for servicing 

Honeywell's range of mainframes and minicomputers, and later moving on to 

servicing building automation system products. His final move was to control systems 

products where, as a Service Engineer, he was involved in servicing, installing and 

commissioning control systems. He left the company in 1993 to join Foxboro (M) Sdn 

Bhd as a System Engineer. At Foxboro, he was involved in the design, programming 

and implementation of various projects, where he was also a team leader. After two 

(2) years, he left to join Yokogawa Electric (Malaysia) Sdn Bhd in 1995 as a System 

Engineer, where he was subsequently promoted to Senior Project Engineer in 1998. 

During his four (4) years with Yokogawa Electric, he was involved in various aspects 

of project lifecycle such as project management, designing, engineering and liaison. 

He joined WMSB in 1999 as Project Manager. Subsequently in 2006 he was 

promoted to Chief Operating Officer. 

Nik Azlan Bin Nik Yusoff, a Malaysian aged 38, is the Chief Technical Officer of 

Willowglen. He graduated in 1994 and holds dual degrees in Electrical Engineering 

and Computer Science from Washington University, St. Louis, United States. 

Encik Nik Azlan began his career at Sapura Advanced Systems Sdn Bhd as a 

systems engineer where he was involved in a joint development project with CAE Inc. 

Canada (CAE) to develop the MiG-29N flight simulator for the Royal Malaysian Air 

Force (“RMAF”). The project team was sent to acquire simulator technology for the 

purpose of performing maintenance and upgrades locally. His involvement in the 

project team was to develop hardware and software for audio, flight control and 

autopilot systems together with other CAE engineers. In 1998, he joined CAE as their 

permanent staff. In his position as Flight Control, then later as Autopilot engineer, he 

completed multiple simulator development projects for various airlines and training 

centres around the world. As the project lead, he designed and delivered new 

hardware and software for CAE’s next generation of flight simulators. 

74




Upon returning to Malaysia, Encik Nik Azlan joined Motorola Technology, Penang, in 

2007 as Senior Staff Software Engineer. At Motorola, his responsibilities include 

managing a multinational team of engineers developing new features for Motorola’s 

new digital two-way radios. In 2008 he moved to Kuala Lumpur to take up position as 

Software Architect for Vedel IT Services Sdn. Bhd. At Vedel IT, he started and 

managed a team for Mita-Teknik, Denmark, developing embedded control systems 

software for wind turbines. He joined Willowglen in June 2010. 

Chew Nyuk Seong, a Malaysian aged 39, is the Senior Manager in charge of 

Accounts & Finance of the Willowglen Group. He is a member of the Malaysian 

Institute of Accountants and has graduated with a professional qualification from the 

Association of Chartered Certified Accountants and the Institute of Chartered 

Secretaries and Administrators. 

Mr Chew began his career in 1994 as a Tax Assistant with Anthony Skelchy Tax 

Services Sdn Bhd (now known as PKF Tax Services Sdn Bhd). In 1995, he joined 

Amsteel Securities (M) Sdn Bhd, a member of the Lion Group of Companies as an 

Operations Executive. He last held the position of Assistant Finance Manager before 

leaving the company in 2002 to join WMSB as an Accountant. In 2004, he left WMSB 

to join Dindings Consolidated Sdn Bhd as the Manager in charge of Accounts and 

Finance. He re-joined Willowglen in 2007 and since then he has been actively 

involved in the financial and accounting matters of the Group. 

Phan Vee Yee, a Malaysian aged 39, is the Project Manager of WMSB. He 

graduated with Master of Science Degree in Mechatronics from De MontFort 

University, United Kingdom. He gained his Diploma in Electronics Engineering from 

Tunku Abdul Rahman College in Malaysia and also passed the British Engineering 

Council Part 1 & Part II in Electronics Engineering since 1995. 

He began his career as a system engineer in the oil & gas industry under Yokogawa 

Electric for 3 years. He was responsible for projects implementation in Distributed 

Control System for the process plant control and monitoring. In December 1999, he 

joined WMSB in the project department. His main responsibility in WMSB are project 

management, planning, lead and train up the project department key personnel and 

provides support to the marketing team. 

Tan Jun, a Chinese citizen aged 42, is the General Manager of WSPL. She 

graduated with a Bachelor Degree in Electrical Engineering from Shanghai Jiaotong 

University, China in 1989. She obtained her Master Degree in Engineering in the 

same university in 1992. 

She began her career as a Lecturer in the Automatic Control Department in Shanghai 

Jiaotong University in 1992. She had taught various subjects for undergraduates and 

was also a key researcher in a R&D group for national industrial automation research 

projects in the university. 

She came to Singapore in 1997 and joined WSPL as a Software Engineer in the 

same year. She was involved in SCADA software development and project technical 

support. In 2002, she was promoted to Software Manager. She led software design 

and development in various projects. With her strong technical knowledge, she also 

actively participated in sales activities to promote company products and solutions. In 

2008, she was promoted to her current position where she is responsible overall for 

the Company’s project operations and performance. 

Cheong Fong Hoon, a Singaporean aged 57, is the Senior Business Development 

Manager of WSPL. He holds a Diploma in Electronic Engineering and Diploma in 

75




Marketing Management from Ngee Ann Polytechnic, Singapore as well as a Diploma 

in Marketing from the Chartered Institute of Marketing in the United Kingdom. 

Mr. Cheong's career began with Singapore Telecom where he served as a Technical 

Officer from 1976 to 1982. He then moved to Anderson Digital Equipment in 

Singapore, where he served as a Technical Service Engineer from 1982 to 1983. In 

1983, he moved again to Colosseum Corporation Pte Ltd in Singapore as an 

Assistant Manager in the Telecommunications Division. Mr. Cheong joined WSPL in 

1988 as Manager of the Special Projects Division. His duties were to oversee the 

implementation and maintenance of SCADA systems for PowerGrid Ltd., PowerGas 

Ltd. and the Ministry of Environment. In 2000, he moved to the Business 

Development Division as a Business Development Manager. Mr. Cheong was 

promoted to his present position, where he is responsible for developing and 

managing WSPL's clientele base. 

Koh Beng Boon, a Singaporean aged 52, is the Hardware and Purchasing Manager 

of WSPL. He holds a Diploma in Electrical/Electronics Engineering from Ngee Ann 

Technical College of Singapore. 

Mr. Koh began his career in 1981 as Technical Assistant with General Electric 

Consumer (USA) Pte. Ltd. He left in 1983 to join International Control System Pte. 

Ltd. as a Senior Customer Engineer, where he was responsible for the servicing and 

testing of a wide range of computer systems. 

In 1988, Mr. Koh joined WSPL. In his current position, he is responsible for all 

hardware support related functions on projects undertaken by WSPL. This includes 

planning, directing and controlling the entire procurement function of the company. Mr 

Koh is also responsible for WSPL's in-house workshop and store operations for the 

production, quality inspection, hardware integration, testing and warranty repair of the 

hardware cards of RTU. 

Lee Beng Hong, a Singaporean aged 51, is the Business Development Manager of 

WSPL. He holds a Diploma in Electronics and Telecommunications Engineering from 

the Singapore Polytechnic and Diploma in Business Administration from Singapore 

Institute of Management (“SIM”). 

Mr. Lee started his career in 1981 as a technician with Fairchild Pte Ltd in Singapore, 

responsible for the maintenance of computers and integrated circuit testing machines. 

He progressed to become a Technical Officer at the Public Works Department of 

Singapore, where he was responsible for fire alarm/halon systems and other 

electronics control systems. From there, in 1984 Mr. Lee moved on to Indeco 

Engineers Pte Ltd as an engineer in charge of supervising the maintenance of 

building automation systems and security systems in Changi Airport as well as 

various other large buildings. 

Mr. Lee joined WSPL as an engineer in 1989. He was involved in projects and 

maintenance jobs during his tenure as an engineer. In his current position, he is 

responsible for the business development particularly in sourcing projects and 

maintenance jobs related to HDB Tele-monitoring Systems. 

76




8.5 INVOLVEMENT OF EXECUTIVE DIRECTORS/KEY MANAGEMENT AND 

TECHNICAL PERSONNEL IN OTHER BUSINESSES/CORPORATIONS 

As at the LPD, save for the companies disclosed in Section 8.1.3 of this Introductory 

Document, none of our Executive Directors and/or key management and technical personnel 

are actively involved in the activities or operations of other business or corporations. As such, 

they are able to allocate sufficient time and efforts so as not to impact their contribution to our 

Group or negatively impact their ability to act as the Executive Directors, key management 

and technical personnel of our Group. 

8.6 DECLARATIONS FROM OUR PROMOTERS, DIRECTORS AND KEY 

MANAGEMENT AND TECHNICAL PERSONNEL 

None of our Promoters, Directors and key management and technical personnel is or was 

involved in any of the following events, whether within or outside Malaysia for the past five (5) 

years:- 

(i) a petition under any bankruptcy or insolvency law was filed (and not struck out) 

against such person or any partnership in which he was a partner, or any corporation 

of which he was a director or key personnel; 

(ii) disqualified from acting as a director of any corporation, or from taking part directly or 

indirectly in the management of the corporation; 

(iii) charged and/or convicted in criminal proceeding, or is a named subject of pending 

criminal proceedings; 

(iv) any judgment entered against such person involving a breach of any law or regulatory 

requirement that relates to the securities or futures industry; or 

(v) the subject of any order, judgment or ruling of any court of competent jurisdiction, 

tribunal or government or regulatory body permanently or temporarily enjoining him 

from acting as an investment adviser, dealer in securities, director or employee of a 

financial institution and engaging in any type of business practice or activity. 

8.7 FAMILY RELATIONSHIPS AND ASSOCIATIONS 

Save as disclosed below, there are no family relationships (as defined under Section 122A of 

the Act) and associations between or amongst our Directors, Promoters, substantial 

shareholders and key management and technical personnel. 

(i) WAC is the brother-in-law of KCM who is married to his brother, OLH; 

(ii) WAC is the father of Mr. Simon Wong Chu Keong who is one of the directors of 

NASB; 

(iii) KCM is the mother of Ms. Ong Yee Ching who is one of the directors of NASB and 

LMSB; 

(iv) KCM is the mother of Ms. Ong Yin Suen and Ong Ju Xing who are directors of LMSB; 

(v) KCM is the mother of Mr. Ong Ju Yan who is one of the directors of OSKVE, OSKCP 

and OSKVI; and 

(vi) Mr. Wong Chong Kim, a director of OSKVI, is the brother of WAC and brother-in-law 

of KCM. 

77




8.8 PROMOTERS, DIRECTORS AND/OR SUBSTANTIAL SHAREHOLDERS’ 

BENEFIT 

Save for the salaries, bonuses, allowances and dividend, there have been no amounts and 

benefits that have been or are intended to be paid or given to our Promoters, Directors and/or 

substantial shareholders within the two (2) years preceding the date of this Introductory 

Document. 

8.9 SERVICE AGREEMENTS 

As at the LPD, none of our Directors, key management and technical personnel has any 

existing or proposed service agreements with our Group. 

8.10 MANAGEMENT AND EMPLOYEES 

As at the LPD, our Group has a total of 169 employees, ranging from the management and 

professional level to general workers. Out of the 169 employees, 47.34% or 80 employees 

are Malaysian whereas the remaining 52.67% or 89 employees are Singaporean and other 

nationalities. Since WSPL is a Singapore incorporated company with its main operations in 

Singapore, it hires employees directly in Singapore. 

The details of our Group’s total workforce are as follows:- 

Category No. of Employees 

2007 2008 2009 As at the LPD 

Management 25 23 24 21 

Technical 122 135 130 134 

Administration 15 14 13 14 

Total 162 172 167 169 

We do not experience any significant seasonal fluctuations in our number of employees. As at 

the LPD, we have only one (1) employee who is employed under a contract. 

8.11 EMPLOYEE TRAINING AND DEVELOPMENT 

Our Group is an ISO-certified company. Hence, we have arranged numerous training 

programmes designed and executed to improve total quality standards, management skills 

and knowledge as well as efficient productivity levels and safety measures for our employees. 

In addition, on-the-job trainings are conducted regularly for our employees to learn the 

technical know-how and the relevant knowledge effectively. 

The past training and development programmes which have been undertaken by our Group 

are set out below:- 

Year Name of Programme Organiser 

2007 AutoCAD Training (Intermediate) Institute of Technical 

Practical pricing for sales results 

Education 

PKMH Training 

PLC and CX-Programmer 

Resources Group Sdn 

Bhd 

Omron Electronics Sdn 

Bhd 

78





Clerical skills development program Advision Management 

Services 

Incentives – A tax tool KPMG 

Sdn Bhd 

Tax Services 

EDB 650 Advanced Administration & Troubleshooting for 

ASE 

79 

Sybase Software 

(Malaysia) Sdn Bhd 

Vijeo Citect SCADA Programming Schneider Electric 

2008 Practical troubleshooting & problem solving of industrial 

data communication 

IDC Technologies (M) 

Sdn Bhd 

Foretech CCTV Training Foretech Co Ltd 

FMM Certificate in Electrical Wireman FMM Institute 

ICA 2008 Conference on delivering superior performing Facon Exhibitions Sdn 

plants with process automation solutions 

Bhd 

Lighting & power surge protection in preventing damages Lighting Power Surge 

in sensitive electronic equipment 

Protection Sdn Bhd 

CIDB Safety Protection Construction Industry 

Project Management Training 

Development Board 

PJD 

2009 50 contractual problems relevant to Malaysia & their Hill International 

solutions 

Malaysia Sdn Bhd 

Purchasing & negotiation skills CX Management 

Flexible product development 

Development 

JFPS Group (M) Sdn 

Bhd 

2009 MSC Malaysia Open Source Conference Multimedia 

Development 

Corporation Sdn Bhd 

Government grants and financial assistance for Malaysian The Exporters Club 

companies 

Falco Web Training KL Alarm System 

Starwatch Training 

Distributor Sdn Bhd 

Prisma Bytes Sdn Bhd 

ELV products training AFS Engineering (M) 

Sdn Bhd 

AIPHONE Training Hyper 

Bhd 

Advance Sdn 

How to supervise & lead people IPA Training Sdn Bhd 

Import, export procedures Efficient ED Sdn Bhd 

2010 Project Risk Management Construction Industry 

Development Board 

Power Systems Reliability & Quality Workshop Singapore 

Training Institute 

Power 

BizSafe Level 2 Risk management Course Bond International 

Selecting PLC Platforms Workshop 1 

Consultants Pte Ltd 

Siemens Pte Ltd 

Safety Orientation Course for Workers (Oil/Petrochemical) NTUC Learning Hub




Our Group focuses on training and development through the provision of numerous structural 

and effective training programmes for our employees. Our Group realises the significance of 

continuous training and development of our employees’ skills and knowledge. As such, our 

Group provides various training programmes to our employees for skills and knowledge 

improvement. 

Additionally, since we are an ISO-certified company, it is compulsory to provide ISO training 

programmes for our employees in the areas of ISO regulations and policies. Other than that, 

our administration and accounting staff also attended accounting training and other education 

programmes for the management skills and knowledge improvement. 


2007 Workshop on changes in OHSAS 18001:2007 & 

changes in ISO 9001:2009 

SGS 

2008 ISO 9001:2000 Internal Quality Audit PJD Development Holdings 

Berhad 

2009 ISO 9001:2008 

ISO 9001:2008 Version 

ISO 9001:2008 Version Update 

80 

SGS 

In-house 

In-house 

2010 ISO 9001:2008 Internal Quality Audit Global Infoskills 

In future, our Group will emphasise more on the ISO training programmes and quality 

management programmes with the objective of skills and knowledge enhancement, especially 

in the areas of ISO. 

None of our employees are members of any union nor have there been any industrial 

disputes in the past. 



9. RELATED PARTY TRANSACTIONS AND CONFLICT OF INTEREST 

9.1 RELATED PARTY TRANSACTIONS 

Save as disclosed below, there are no other existing and/or proposed related party transactions entered or to be entered into which involves the 

interest, direct or indirect, of our Directors, substantial shareholders, key management and technical personnel and/ or persons connected with such 

Directors, substantial shareholders or key management and technical personnel in respect of the three (3) most recent completed financial years and 

the subsequent financial period thereof immediately preceding the date of this Introductory Document:- 

Transacting 

Party Nature of Business Nature of Transaction 

Recurrent related party transactions 

DCSB Group Investment and 

property development, 

with subsidiaries in 

general insurance 

DCSB Group Investment and 

property development, 

with subsidiaries in 

general insurance 

Equimatics Sales, implementation 

and maintenance of 

computer-based control 

systems 

Payment of insurance 

premiums by the Willowglen 

Group to DCSB Group for 

insurance policies for 

coverage of company’s 

assets, employees and 

projects. 

Supply of Group’s product – 

SCADA Systems, IT services, 

security and smart home 

system to the DCSB Group. 




system to Equimatics. 

NASB Investment holdings Management fees payable to 

NASB for secretarial and 

other general services 

Actual value for the FYE 31 December Interested substantial Shareholdings as 

Actual shareholder/Director at the LPD 

value for /Key management and 

2007 2008 2009 

the FPE 30 

June 2010 

technical 

personnel/person Direct Indirect 

RM’000 RM’000 RM’000 RM’000 connected to them (%) (%) 

29 24 19 11 LMSB 

DCSB 

NASB 

KCM 

WAC 

141 - 23 263 LMSB 

DCSB 

NASB 

KCM 

WAC 

697 1,220 50 - Alfian Bin Tan Sri 

Mohamed Basir 

Rohaila Bt. Tan Sri 

Mohamed Basir (a) 

22 - - - LMSB 

DCSB 

NASB 

KCM 

WAC 

81 

32.89 

- 

- 

32.79 

17.46 

32.89 

- 

- 

32.79 

17.46 

- 

- 

- 

20 

- 

- 

- 

- 

- 

- 

32.89 

- 

- 

- 

- 

32.89 

- 

- 

- 

20 

- 

- 

20 

20


9. RELATED PARTY TRANSACTIONS AND CONFLICT OF INTEREST (CONT’D) 

Transacting 


OSK Group Investment holdings, 

property development 

and financial services 

OSK Group Investment holdings, 

property development 

and financial services 

OSKP Investment holdings 

and property 

development 

PJD Group Investment holdings 

and property 

investment 




system to the OSK Group. 

Payment to OSK by 

Willowglen Group for 

provision of advisory 

services. 




system to OSKP. 




system to the PJD Group. 




2007 2008 2009 

the FPE 30 

June 2010 

technical 



17 136 378 45 LMSB 

DCSB 

NASB 

KCM 

WAC 

OLH (b) 

Wong Chong Kim (c) 

0.02 3.52 

- 3.52 

- 

- 

0.97 3.73 

- 3.61 

24.02 6.51 

0.15 

- 

7 7 - - LMSB 

DCSB 

NASB 

KCM 

WAC 

OLH (b) 


0.02 3.52 

- 3.52 

- 

- 

0.97 3.73 

- 3.61 

24.02 6.51 

0.15 

- 

- - - 3 LMSB 

DCSB 

NASB 

KCM 

WAC 

OLH (b) 


0.84 6.01 

0.01 6.00 

- 

- 

2.08 6.00 

- 6.08 

24.82 

- 

0.93 

- 

0.97 19.81 

18.90 0.91 

- 

- 

6.24 22.70 

0.52 20.65 

- 

- 

498 2,839 82 628 LMSB 

DCSB 

NASB 

KCM 

WAC 

Wong Chong Shee (d) 

82



Transacting 



and property 

investment 


and property 

investment 


and property 

investment 


and property 

investment 

Payment to PJD Group by 


provision of internal audit 

services on the Willowglen 

Group. 

Rental received from PJD 

Group to Willowglen Group 

for the leasing of shop lot 

units (5,200 square feet) in 

Bandar Baru Sri Petaling. The 

tenancy is effective from 1 

July 2008 to 30 June 2010 at 

a monthly rental of RM6,500 

renewable for a further period 

of 1 year. 


Willowglen Group for hotel 

accommodation, facilities, 

food and beverages for staff. 



provision of Information 

Technology services. 




2007 2008 2009 

the FPE 30 

June 2010 

technical 



- - 12 12 LMSB 

DCSB 

NASB 

KCM 

WAC 


0.97 19.81 

18.90 0.91 

- 

- 

6.24 22.70 

0.52 20.65 

- 

- 

- 61 78 46 LMSB 

DCSB 

NASB 

KCM 

WAC 


0.97 19.81 

18.90 0.91 

- 

- 

6.24 22.70 

0.52 20.65 

- 

- 

83 

3 6 3 24 LMSB 

DCSB 

NASB 

KCM 

WAC 


- - - 8 LMSB 

DCSB 

NASB 

KCM 

WAC 


0.97 

18.90 

- 

6.24 

0.52 

- 

0.97 

18.90 

- 

6.24 

0.52 

- 

19.81 

0.91 

- 

22.70 

20.65 

- 

19.81 

0.91 

- 

22.70 

20.65 

-



Transacting 


Tekmark Group Investment holdings Purchase and maintenance of 

electrical, computer and 

related accessories by 

Willowglen Group from 

Tekmark Group for office and 

project use. 

Tekmark Group Investment holdings Rental received from 

Tekmark Group for leasing of 

shop lot units in Bandar Baru 

Sri Petaling 

Non-recurrent related party transactions 


and property 

investment 

Acquisition of lands held 

under Title PN 17636 – 

17639, Lot No. 35069 – 

35072, all in the Mukim of 

Petaling, District and State of 

Wilayah Persekutuan, 

together with four (4) units of 

three (3)-storey shop offices 

erected thereon 




2007 2008 2009 

the FPE 30 

June 2010 

technical 



84 

3 5 3 - LMSB 

DCSB 

NASB 

KCM 

WAC 

OLH (b) 

Khor Neng Tiang (e) 

Ong Yee Ching (f) 

Wong Ai Lin 

57 5 - - LMSB 

DCSB 

NASB 

KCM 

WAC 

OLH (b) 

Khor Neng Tiang (e) 

Ong Yee Ching (f) 

Wong Ai Lin 

2,990 - - - LMSB 

DCSB 

NASB 

KCM 

WAC 


- 

- 

- 

19.82 

- 

23.78 

54.40 

- 

2.00 

- 

- 

- 

19.82 

- 

23.78 

54.40 

- 

2.00 

0.97 

18.90 

- 

6.24 

0.52 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

19.81 

0.91 

- 

22.70 

20.65 

-



Notes:- 

(a) Rohaila Bt Tan Sri Mohamed Basir, who is a director and substantial shareholder of Equimatics, is deemed a person connected to Alfian Bin Tan Sri Mohamed Basir pursuant to 

Section 122A of the Act as she is the sister of Alfian Bin Tan Sri Mohamed Basir. She resigned as director of Equimatics w.e.f. 24 August 2009 and ceased to be a shareholder of 

Equimatics w.e.f. 1 October 2009. 

(b) OLH, a director and major shareholder of OSK, is deemed a person connected to KCM pursuant to Section 122A of the Act, is the spouse of KCM and the brother of WAC. He is also 

a major shareholder of OSKP. 

(c) Wong Chong Kim, a director of OSK and OSKP, is deemed a person connected to WAC and KCM pursuant to Section 122A of the Act as he is the brother of WAC and brother-in-law 

of KCM. 

(d) Wong Chong Shee, a director of PJD, is deemed a person connected to WAC and KCM pursuant to Section 122A of the Act as he is the brother of WAC and brother-in-law of KCM. 

(e) Khor Neng Tiang, a major shareholder of Tekmark, is deemed a person connected to KCM pursuant to Section 122A of the Act as he is the brother of KCM. 

(f) Ong Yee Ching, a major shareholder of Tekmark, is deemed a person connected to KCM pursuant to Section 122A of the Act as she is the daughter of KCM and OLH. 

All the above transactions are conducted in the ordinary course of business, carried out on an arm’s length basis and are on normal commercial 

terms which are not more favourable to the related parties than those generally available to the public and are not detrimental to our minority 

shareholders. 

The appropriate disclosures will be made in the annual report of our Company of the aggregate value of the transactions based on the nature of the 

transactions made, names of the related parties involved in each type of transaction, and their relationship with our Group. 


85



9.2 TRANSACTIONS THAT ARE UNUSUAL IN NATURE OR CONDITION 

As at the LPD, our Board has confirmed that to their best knowledge and belief, there 

are no transactions that are unusual in their nature or conditions, involving goods, 

services, tangible or intangible assets, to which our Group is a party since our 

incorporation. 

9.3 OUTSTANDING LOANS 

As at the LPD, our Board has confirmed that our Group has no outstanding non-trade 

payables to related parties and there are also no outstanding non-trade receivables 

due from related parties to our Group. 

9.4 INTERESTS IN A SIMILAR BUSINESS 

Our Board is not aware of any similar assets, businesses or interest within the 

Willowglen Group owned by our substantial shareholders, Directors and/or key 

management and technical personnel of our Group. 

9.5 INTERESTS IN OTHER BUSINESS WHICH ARE OUR CUSTOMERS OR 

SUPPLIERS 

Save as disclosed in Sections 8.1.3 and 9.1 of this Introductory Document, none of 

our substantial shareholders, Directors and/or key management and technical 

personnel of our Group have any interest, direct or indirect, in any other businesses 

or corporations which are our Group’s customers or suppliers. 

9.6 PROMOTION OF ANY MATERIAL ASSETS ACQUIRED / TO BE ACQUIRED 

None of our Directors and substantial shareholders has any interest, direct or indirect, 

in any promotion of, or in, any material asset, within the three (3) most recent 

completed financial years and the subsequent financial period thereof immediately 

preceding the date of this Introductory Document, acquired or disposed of by, or 

leased to us or our subsidiaries, or is proposed to be acquired or disposed of by or 

leased to us or our subsidiaries. 

9.7 DECLARATION BY ADVISERS 

i. Adviser 

Save as disclosed below, OSK confirms that, as at the date of this 

Introductory Document, there is no other existing or potential conflict of 

interest in its capacity as the Adviser for the Transfer. 

As at the LPD, OSKVE and OSKCP holds 22,465,000 and 20,054,837 

Willowglen Shares, representing approximately 9.07% and 8.10% (excluding 

treasury shares of 429,800 Willowglen Shares as at 5 May 2009) of the 

equity interest in Willowglen respectively. OSKVE and OSKCP are the 

wholly-owned subsidiaries of OSKVI whereas OSK is the wholly-owned 

subsidiary of OSKH. Therefore, OSKVE, OSKCP and OSK are related by 

virtue of OLH’s substantial shareholdings in OSKVI and OSKH. 

OLH is also the spouse of KCM and the brother to WAC, Directors and 

substantial shareholders of Willowglen. 

86



Willowglen has also purchased RM2.30 million subordinated notes issued by 

OSK for a cash consideration of RM2.22 million on 18 June 2009.The 

subordinated notes were issued by OSK on 14 July 2008. The tenure of the 

issue is ten (10) years, maturing on 13 July 2018 and callable after a 

minimum of five (5) years from the issue date (i.e. on 15 July 2013) and on 

every semi-annual coupon payment date thereafter. The Subordinated Notes 

carry a coupon rate of 7.50% per annum. 

The interests disclosed above may give rise to a potential conflict of interest 

but this is mitigated by the following:- 

(i) OSK, OSKVE and OSKCP are separate companies each having their 

own distinct management teams and employees. In addition, OSKVE 

and OSKCP are wholly-owned subsidiaries of OSKVI, which is 

separately listed on the ACE Market. OSKVI, being a public listed entity 

has its own check and balances in the form of independent directors 

and audit committee or various board committees to maintain its 

business operations respectively; 

(ii) the management of Willowglen is independent of OSK when making 

the decision to invest and maximise the value of their free cash, and 

after considering various factors, selected the subordinated notes 

issued by OSK as an instrument to invest in. Furthermore, the RM2.3 

million worth of subordinated notes invested by Willowglen only forms 

0.77% of the total issue size of the subordinated notes issed by OSK of 

RM300 million and 3.8% of the NA of the Willowglen Group of RM60.36 

million as at 31 December 2009; 

(iii) there are no common directors in the board of OSK and the board of 

Willowglen; 

(iv) the Corporate Finance Division is required as part of OSK's investment 

banking license to comply with strict policies and guidelines issued by 

the SC, Bursa Securities and Bank Negara Malaysia governing its 

advisory operations. These guidelines call for, amongst others, firewall 

policies, clear segregation between dealing and advisory activities and 

the formation of an independent committee to review its business 

operations; and 

(v) save for the professional fees, OSK will not be deriving any benefit 

from the Transfer. 

ii. Solicitors 

Messrs. Cheang & Ariff has given its confirmation that there is no existing or 

potential conflict of interest in its capacity as the Solicitors for the Transfer. 

iii. Reporting Accountants 

Messrs. Baker Tilly Monteiro Heng has given its confirmation that there is no 

existing or potential conflict of interest in its capacity as the Reporting 

Accountants for the Transfer. 

87


10. FINANCIAL INFORMATION 

10.1 HISTORICAL FINANCIAL INFORMATION 

10.1.1 Consolidated Income Statements 

The following table sets forth a summary of our audited consolidated income 

statements for the past three (3) FYE 31 December 2009 and the unaudited six (6)month 

FPE 30 June 2010. The six (6)-month FPE 30 June 2009 has been included 

as a comparison for the six (6)-month FPE 30 June 2010. 

The consolidated income statements is extracted from and should be read in 

conjunction with the Accountants’ Report together with its accompanying notes and 

assumptions and the six (6)-month FPE 30 June 2010 as set out in Sections 11 and 

12 of this Introductory Document. 

Unaudited FPE 30 June 

2007 (1) 

RM'000 

2008 (1) 

RM’000 

2009 (1) 

RM’000 

2009 

RM’000 

2010 

RM’000 

Revenue 51,937 51,157 62,001 31,254 27,656 

Cost of sales (34,302) (31,424) (37,395) (18,834) (15,922) 

Gross profit 17,635 19,733 24,606 12,420 11,734 

Other income 897 891 1,728 324 528 

Administrative expenses (8,764) (10,636) (11,139) (5,314) (6,298) 

Profit from operations 9,768 9,988 15,195 7,430 5,964 

Finance costs (55) (29) (31) (20) (11) 

PBT 9,713 9,959 15,164 7,410 5,953 

Income tax expense (1,475) (1,898) (2,550) (1,266) (1,023) 

PAT 8,238 8,061 12,614 6,144 4,930 

Weighted average number of 

ordinary shares in issue 

(‘000)* 

248,000 247,832 247,585 247,601 247,570 

EBITDA 9,716 9,871 15,149 7,419 5,943 

Gross EPS (sen) 3.92 4.02 6.12 2.99 2.40 

Net EPS (sen) 3.32 3.25 5.10 2.48 1.99 

Gross profit margin (%) 33.95 38.57 39.69 39.74 42.43 

PBT margin (%) 18.70 19.47 24.46 23.71 21.53 

PAT margin (%) 15.86 15.76 20.34 19.66 17.83 

Effective tax rate (%) 15.33 19.10 16.99 17.09 17.18 

Notes:- 

(1) As extracted from the audited accounts for the past three (3) FYE 31 December 2009 

* Excludes treasury shares 

88


10. FINANCIAL INFORMATION (CONT’D) 

10.1.2 Consolidated Balance Sheets 

The following table summarises the audited consolidated balance sheet of our Group 

as at 31 December 2009 and the unaudited consolidated balance sheet for our Group 

as at 30 June 2010 which can be found in the Accountants’ Report and the latest 

report for the six (6)-month FPE 30 June 2010 as set out in Sections 11 and 12 of 


Audited as at Unaudited as at 

31 December 2009 30 June 2010 

RM’000 RM’000 

ASSETS 

Non-current Assets 

Property, plant and equipment 3,579 5,211 

Prepaid land lease payments 1,659 - 

Investment properties 1,495 1,495 

Other investments 2,147 - 

Available-for-sale investments - 2,363 

Deferred tax assets 184 183 

Current assets 

9,064 9,252 

Inventories 1,478 1,504 

Amount due from contract customers 15,859 13,475 

Trade receivables 9,443 10,893 

Other receivables, deposits and prepayments 1,304 1,853 

Tax recoverable 51 - 

Fixed deposits placed with licensed banks 19,723 13,244 

Cash and bank balances 12,554 15, 434 

60,412 56,403 

TOTAL ASSETS 69,476 65,655 

EQUITY AND LIABILITIES 

Equity attributable to shareholders of the company 

Share capital 24,800 24,800 

Treasury shares (75) (75) 

Reserves 35,636 32,033 

Total Equity 60,361 56,758 

Non-current liability 

Deferred tax liabilities 93 88 

Current liabilities 

Amount due to contract customers 2,217 2,012 

Trade payables 3,094 4,032 

Other payables and accruals 1,304 902 

Tax payable 2,407 1,863 

9,022 8,809 

Total liabilities 9,115 8,897 

TOTAL EQUITY AND LIABILITIES 69,476 65,655 

Number of shares in issue (‘000)* 247,570 247,570 

NA per share (RM) 0.24 0.23 

Note: * Excludes treasury shares 

89



10.2 CAPITALISATION AND INDEBTEDNESS 

The following table summarises our cash and cash equivalents, capitalisation and 

indebtedness as at 30 June 2010:- 

As at 

30 June 2010 

RM’000 

Cash and cash equivalents 26,405 

INDEBTEDNESS 

Short Term (Due within 12 months) 

None - 

Long Term (Due after 12 months) 

None - 

CAPITALISATION 

Total shareholders’ equity 56,758 

Total capitalisation 56,758 

Total capitalisation and indebtedness 56,758 

The contingent liabilities of our Group are as set out in Section 10.3.11 of this Introductory 

Document. 

10.3 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS, 

RESULTS OF OPERATIONS AND PROSPECTS 

The following management’s discussion and analysis of our Group’s financial 

conditions, results of operations and prospects should be read in conjunction with the 

Accountants’ Report together with its accompanying notes and assumptions and the 

unaudited six (6)-month FPE 30 June 2010 as set out in Sections 11 and 12 of this 


10.3.1 Analysis of Our Group’s Operating Results 

Revenue 

The segmental revenue by geographical markets for the financial years / periods 

under review is as follows:- 

< ------- FPE 30 June ------- > 

2007 2008 2009 2009 2010 

RM'000 % RM'000 % RM'000 % RM'000 % RM'000 % 

Malaysia 10,026 19.3 7,895 15.4 7,991 12.9 3,576 11.4 3,889 14.1 

Singapore 41,140 79.2 41,240 80.6 50,894 82.1 27,402 87.7 22,852 82.6 

Europe 771 1.5 2,022 4.0 3,116 5.0 276 0.9 915 3.3 

Others - - - - - - - - - - 

Total 51,937 100.0 51,157 100.0 62,001 100.0 31,254 100.0 27,656 100.0 

90



Our Group’s revenue increased by 31.67% to RM51.94 million in the FYE 31 

December 2007 as compared to RM39.45 million in the FYE 31 December 2006. The 

increase in revenue was mainly driven by the contribution from ten (10) new 

additional SCADA projects secured during the financial year from our existing and 

new clients which contributed RM20,523,458 to the Group’s revenue, as a result of 

our aggressive sales and marketing efforts which includes increasing the revenue 

target for our sales and marketing personnel to tender for more projects. Our Group 

started to advertise in the print media, specifically in industry-related magazines 

during FYE 31 December 2006, in which contributed to the increase in business in 

FYE 31 December 2007. Sales and marketing expenses had increased by 

approximately RM106,000 from RM1.89 million in the prior financial year to RM2 

million for the FYE 31 December 2007. 

There was also an increase in the number of upgrading projects of HDB flats in 

Singapore in 2007, prompting an increase in the number of SCADA projects awarded 

relating to building management, lift monitoring and control. During this period, 

Willowglen secured an additional four (4) projects in relation to building management, 

lift monitoring and control with contract values amounting to RM8,470,434. The 

increase in the number of upgrading projects for HDB flats in Singapore was 

attributable to the new policy implemented by Singapore Government. The Lift 

Upgrading Programme (“LUP”) which was enacted in 2006 requires eligible HDB 

blocks to provide lift access on every floor by 2014. Following this, the HDB has 

initiated an upgrade to the HDB blocks by stages and in the process engaged 

Willowglen to provide the control and monitoring system for their lifts. Revenue for the 

financial year was mainly contributed by SP PowerAssets, HDB and EMA amounting 

to approximately 49.91% of the Group’s revenue. 

In the FYE 31 December 2008, the revenue for the Willowglen Group was marginally 

reduced by 1.5% from RM51.94 million to RM51.16 million as compared to the FYE 

31 December 2007. The decrease in revenue was mainly due to the competitive 

business environment and global economic downturn during the financial year under 

review. Revenue generated from the Malaysia market reduced by RM2.13 million to 

RM7.895 million in the FYE 31 December 2008. This was partly due to the fact that 

most of the sewage treatment plant projects secured by the Group earlier has been 

completed or was nearing completion. 

The Group’s major projects (above RM1.00 million) which were completed or nearing 

completion during the FYE 31 December 2008 include the following:- 



Supply, testing and commissioning of instrumentation panel, SCADA system 

for five (5) sewage treatment plants (“STP”) in the Klang Valley. 

Supply and installation of CCTV and SCADA systems for the Electrified Double 

Track Project between Rawang and Ipoh. 

Design, supply, deliver, install, testing, commissioning, training and 

maintenance of SCADA and PLC systems at Sewage Treatment Plant 2 

Package 2 (4 sites). 

Supply, delivery, installation, testing and commissioning of SCADA Systems in 

DBKL public housing estates. 

Supply, delivery, installation, testing and commissioning of the electrical and 

instrumentation works for the Damansara and Sunggala STP. 

91 

Value 

(RM’000) 

7,374 

2,849 

2,814 

2,269 

2,023



Singapore 


Supply, installation & commissioning of a Gas Monitoring System (“GMS”) for 

the remote monitoring of pipeline networks transporting natural gas into various 

power stations in Singapore. 

Maintenance of Telemetry Monitoring Systems (“TMS”) for a period of five (5) 

years consisting preventive and corrective maintenance of 2,500 Lift Monitoring 

Devices located all over the Singapore Island. 

Supply, installation and commissioning of Intrusion Detection Systems (“IDS”) 

capable of detecting unauthorized entry into power distribution substations at 

1,000 substations. 

Provision for the maintenance of 83 Remote Terminal Units (“RTUs”) installed 

at transmission substations on a 6-monthly preventive maintenance and ad-hoc 


Supply, installation & commissioning of 2,400 Lift Mornitoring Devices (“LMD”) 

and 10 Area Receiving Stations (“ARS”) under the Lift Upgrade Program 

(“LUP”). 

Supply, installation & commissioning of Integrated, Security and Operation 

Surveillance System (“ISOSS”) consisting Building Access Control Systems 

(“BACS”), CCTV Systems, Fence Intrusion Detection Systems (“FIDS”) and 

Public Announcement (“PA”) Systems at thirty (30) 66KV substations. 

Supply, installation & commissioning of 650 Lift Surveillance Systems (“LSS”) 

and 70 Lift Lobby Systems (“LLS”) under the LUP. 

Supply, installation & commissioning of Building Monitorign Centre (“BMC”) for 

the monitoring of TMS and Photovoltaic Monitoring Systems for public housing 

in Singapore. 

Supply, installation & commissioning of the Partial Discharge Monitoring 

(“PDM”) Systems consisting Ultra High Frequency (“UHF”) sensors, Data 

Acquisition Units and Micro-controller Base Units at four (4) 66KV substations. 

Supply, installation & commissioning of RTUs and Modbus Servers at six (6) 

Gas Offtake and Metering Stations. 

Maintenance of PDM Systems at five (5) 400KV and 230KV substations for a 

period of twenty-four (24) months comprising quarterly preventive and ad-hoc 

corrective maintenance. 

92 

Value 

(RM’000) 

6,918 

3,302 

3,285 

1,947 

14,386 

11,130 

3,717 

2,020 

1,952 

1,849 

1,007 

Meanwhile, the revenue contribution from the Europe market has increased by 

RM1.25 million to RM2.02 million in the FYE 31 December 2008 as compared to 

RM771,000 recorded in the previous financial year. As it is a normal occurrence in 

the SCADA industry that clients will need to upgrade their control system to fulfill the 

requirement of their respective industries, many of the Group’s existing clients have 

initiated upgrading works on their existing control system. In the FYE 31 December 

2008, one of the clients in Europe has initiated an upgrade of their existing SCADA 

system contributing to an increase to the Group’s revenue from Europe. 

Revenue for the Willowglen Group increased further by RM10.844 million or 21.20% 

from RM51.16 million to RM62.001 million in the FYE 31 December 2009. The 

increase in revenue was mainly due to the increase in the number of long term 

projects secured by our Group during the FYE 31 December 2009. The number of 

contracts secured by the Willowglen Group had increased to 134 projects as 

compared to 106 projects secured in the previous financial year. There were 60 new



long term projects secured during the said financial year, which contributed RM37.95 

million of revenue for that financial year. The increase was mainly due to the 

aggressive sales and marketing efforts and the result of government stimulus 

packages in Singapore, which resulted in an increase in spending in the infrastructure 

segment especially in power distribution and security of public buildings. This resulted 

in a substantial growth in the power and electric utility and construction industries 

which requires SCADA systems in the transmission and distribution of electricity and 

for monitoring and operation of the surveillance system. 

The Willowglen Group recorded a lower revenue of RM27.66 million for the six (6) 

months ended 30 June 2010 or a decrease of 11.51% as compared to the 

corresponding period in 2009. The decrease in revenue was mainly due to the fact 

that most of the projects have been completed in 2009 as a result of the stimulus 

package announced by the Singapore Government, resulting in a general reduction in 

the number of projects awarded during the beginning of the year. However, 

management expects that earnings growth from its Singapore operations will be 

supported by the fact that the overall economic conditions are improving in 

Singapore. 

Gross Profit 

Despite the increased in revenue, the Willowglen Group’s gross profit margin was 

reduced from 44.25% to 33.95% as compared to the FYE 31 December 2006. This 

was mainly due to increased competition in the water, housing and power industry. 

The competition that exists in the market has caused players in the industry to reduce 

prices to attract customers to engage their services. To mitigate this risk, our Group 

implemented cost cutting strategies which include sourcing for contractors that offer 

better pricing and terms. We had also reduced the amount of work sub-contracted out 

to third parties in order to preserve our operating margins. Management is of the 

opinion that, based on the industry survey as well as from the past engagements of 

the Group, the average margins by segments should are:- 

Segments GP Margin (%) 

Oil & gas utilities, power utilities and railroads 30 - 40 

Sewerage & drainage utilities, water utilities and infrastructure 

monitoring 

15 - 20 

Despite the decrease in revenue, the Willowglen Group’s gross profit margin for the 

FYE 31 December 2008 increased from 33.95% to 38.57% as compared to the FYE 

31 December 2007 as a result of the Group’s cost cutting measures. Our 

procurement team had been aggressively sourcing for better sub-contractors and 

products and to negotiate for better pricing and terms, resulting in substantial cost 

savings for our Group. Our management estimates that the Group has managed to 

save around RM1.42 million as a result of the implementation of cost cutting 

measures. 

Gross profit increased from RM19.73 million in the FYE 31 December 2008 to 

RM24.61 million in the FYE 31 December 2009, representing an increase of RM4.87 

million, mainly due to an increase in revenue as explained above. Gross profit margin 

for the FYE 31 December 2009 improved further to 39.69% as compared to 38.57% 

in the FYE 31 December 2008. The continued increase in the profit margins was 

primarily due to the management continued efforts to control cost in its operations. 

For the FPE 30 June 2010, gross profit decreased by RM0.69 million from RM12.42 

million in the FPE 30 June 2009 to RM11.73 million, mainly due to a decrease in 

revenue as explained above. However, the gross profit margin for our Group during 

the FPE 30 June 2010 was higher at 42.43% as compared to 39.74% in the same 

FPE 30 June 2009. This is another improvement in our Group’s effort and 

performance to reduce cost and to improve our Group’s profitability. 

93



PBT 

Profit before tax margin for the FYE 31 December 2007 had also decreased to 

18.70% as compared to 24.06% in the FYE 31 December 2006 due to increased 

competition in the water, housing and power industry as explained in the gross profit 

section above. The competition in the market has resulted in a decrease in the prices 

for products and services offered by Willowglen’s competitors, hurting margins across 

the industry. 

The profit before tax margin for the FYE 31 December 2008 did not increase at the 

same pace with the gross profit margin for the same financial year. This is mainly due 

to higher administrative expenses incurred as a result of the increase in staff costs of 

13.43% or approximately RM1.955 million. During the past financial year, the 

Willowglen Group has revised its remuneration package to include better 

compensation in order to be in line with market practices and to minimise the staff 

turnover rate. The higher administrative expenses were also attributable to the 

increase in office rental expenses of 44.99% or approximately RM0.359 million 

resulting from the increase in property rental prices in Singapore. 

The increase in the profit before tax margin from 19.47% to 24.46% in the FYE 31 

December 2009 was mainly due to the government grant of approximately RM0.821 

million received by WSPL pursuant to the Job Credit Scheme implemented by the 

Singapore Government in order to assist local enterprises during the economic 

downturn. 

The decrease in the profit before tax margin from 23.71% to 21.53% in the FPE 30 

June 2010 was mainly due to the progressive reduction in government grant received 

by WSPL pursuant to the Job Credit Scheme implemented by the Singapore 

Government in order to assist the enterprises during the economic downturn. 

Effective Tax Rate 

Our effective tax rate for the FYE 31 December 2009 was 16.99% which is lower than 

the Malaysian statutory tax rate of 25%. The lower effective tax rate is mainly due to 

the tax on profits of our overseas subsidiary, WSPL which is subject to a lower tax 

rate in Singapore. 

10.3.2 Factors Affecting Future Financial Conditions and Results 

Our Group’s financial condition and results of operations have been, and will continue 

to be affected by amongst others, the following key factors:- 

(a) The government’s continuous spending in infrastructure and development 

works; and 

(b) Our ability to maintain our operating margins in the current economic 

environment. 

After taking into consideration the above factors and the risk factors relating to our 

business, industry and our ability to mitigate such risk factors as set out in Section 4 

of this Introductory Document, we are of the opinion that our future financial condition 

and results will remain profitable. 

This is mainly due to our competitive strengths and advantages as set out in Section 

6.1.4 of this Introductory Document as well as the prospects of the SCADA Industry 

as set out in Section 7.5 of this Introductory Document. Our future plans and 

strategies as set out in Section 6.2.1 of this Introductory Document will further 

contribute to sustainable growth in our financial performance. 

94



10.3.3 Segmental Analysis 

The Group operates principally in one industry. As such, reporting on geographical 

segmental information is presented, based on the Group’s management and internal 

reporting structure. 

Segment results, assets and liabilities include items directly attributable to a segment 

as well as those that can be allocated on a reasonable basis. Unallocated items 

comprise mainly interest-earning assets and revenue, corporate assets and 

expenses. Segment capital expenditure is the total cost incurred during the year to 

acquire property, plant and equipment. Inter-segment pricing is determined on a 

negotiated basis. 

The directors of the Company are of the opinion that the inter-segment transactions 

have been entered into in the normal course of business and the terms are no less 

favourable than those arranged with third parties. 

The table below sets forth the breakdown of our Group’s revenue by geographical 

segments and consolidated PBT for the past three (3) FYE 31 December 2007 to 31 

December 2009 and the six (6)-month FPE 30 June 2010:- 

Analysis of contribution to revenue by geographical segments:- 

Year 2007 Malaysia Singapore Europe Others 

Inter-Segment 

Elimination Total 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Revenue from external 10,797 41,140 - - - 51,937 

customers 

Inter-segment revenue 1,735 632 - - (2,367) - 

Total revenue 12,532 41,772 - - (2,367) 51,937 

Segment results 5,235 8,271 - (14) (4,676) 8,816 

Interest income 523 

Other income 374 

Profit before tax 9,713 

Tax expense (1,475) 

Net profit for the financial 

year 

8,238 

Segment assets 14,812 22,416 - 4 - 37,232 

Unallocated assets 16,437 

Total segment assets 53,669 

Segment liabilities 1,661 2,312 - 2 - 3,975 

Unallocated liabilities 313 

Total segment liabilities 4,288 

Capital expenditure 3,546 172 - - - 3,718 

Amortisation 

depreciation 

and 

Non-cash expenses other 

than depreciation and 

amortisation 

Revenue from sales to 

external customers by 

location of customers 

259 267 - - - 526 

- - - - - - 

10,026 41,140 771 - - 51,937 

95




Inter-Segment 


RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Revenue from external 

customers 9,917 41,240 - - - 51,157 


Total revenue 11,023 41,991 - - (1,857) 51,157 







year 8,061 

Segment assets 27,529 31,742 - 2 - 59,273 


Capital expenditure 359 794 - - - 1,153 

Amortisation and 

depreciation 272 227 - - - 499 



amortisation 9 8 - - - 17 



location of customers 7,895 41,240 2,022 - - 51,157 


96




Inter-Segment 


RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 


customers 11,107 50,894 - - - 62,001 


Total revenue 13,002 50,990 - - (1,991) 62,001 



Other income 1,153 




year 12,614 

Segment assets 34,862 34,379 - - - 69,241 


Capital expenditure 211 205 - - - 416 


depreciation 268 292 - - - 560 



amortisation 264 - - - - 264 



location of customers 7,991 50,894 3,116 - - 62,001 


97



FPE 30 June 2010 Malaysia Singapore Europe Others 

Inter-Segment 


RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 


customers 4,804 22,852 - - - 27,656 

Inter-segment revenue 745 - - - (745) - 

Total revenue 5,549 22,852 - - (745) 27,656 

Segment results (214) 5,909 - - (270) 5,425 






year 4,930 

Segment assets 26,831 38,640 65,471 

Segment liabilities 1,674 5,272 - - - 6,946 

Capital expenditure 39 286 - - - 325 


depreciation 139 151 - - - 290 



amortisation - - - - - - 



location of customers 3,889 22,852 915 - - 27,656 


98



Analysis of contribution to revenue by companies:- 

2007 WMSC WMSB GBTech WSPL WHKPL Elimination Consolidated 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Revenue from 

external 

customers 

Inter-segment 

revenue 

317 10,480 - 41,140 - - 51,937 

1,735 - 632 - (2,367) - 

Total revenue 2,052 10,480 41,772 - (2,367) 51,937 

Segment result 4,555 681 (1) 8,271 (14) (4,676) 8,816 





Net profit for the 

financial year 

8,238 

Segment assets 1,855 12,957 - 22,416 4 - 37,232 

Unallocated assets 16,437 

Total 

asset 

segment 

53,669 

Segment liabilities 82 1,577 2 2,312 2 - 3,975 

Unallocated 

liabilities 

313 

Total 

liabilities 

segment 

4,288 

Capital expenditure 94 3,452 172 - - 3,718 

Amortisation 

depreciation 

and 66 193 - 267 - - 526 

Non-cash 

- - - - - - - 

expenses other 

than depreciation 

and amortization 


99





Revenue from 

external 

customers 

Inter-segment 

revenue 

1,450 8,467 - 41,240 - - 51,157 

1,106 - - 751 - (1,857) - 

Total revenue 2,556 8,467 - 41,991 - (1,857) 51,157 

Segment result 4,047 29 (3) 9,813 (3) (4,815) 9,068 







8,061 

Segment assets 1,980 16,481 9,068 31,742 2 - 59,273 


Capital expenditure 27 332 - 794 - - 1,153 

Amortisation 

depreciation 

and 47 225 - 227 - - 499 

Non-cash 

9 - - 8 - - 17 






Revenue from 

external 

customers 

Inter-segment 

revenue 

76 11,031 50,894 - - 62,001 

1,895 - 96 - (1,991) - 

Total revenue 1,971 11,031 50,990 - (1,991) 62,001 

Segment result 11,811 194 13,659 (7) (12,221) 13,436 







12,614 

Segment assets 15,996 18,819 47 34,379 - - 69,241 


Capital expenditure 131 80 - 205 - - 416 

Amortisation 

depreciation 

and 51 217 - 292 - - 560 

Non-cash 

41 223 - - - - 264 




100



FPE 30 June2010 WMSC WMSB GBTech WSPL WHKPL 

Inter-Segment 




customers 34 4,769 - 22,852 - - 27,656 

Inter-segment revenue 745 - - - - (745) - 

Total revenue 779 4,769 - 22,852 - (745) 27,656 

Segment results (251) 37 - 5,909 - (270) 5,425 






period 4,930 

Segment assets 9,727 17,096 8 38,640 - - 65,471 

Segment liabilities 43 1,630 1 5,272 - - 6,946 

Capital expenditure 26 13 - 286 - - 325 


depreciation 



30 109 - 151 - - 290 

amortisation - - - - - - - 

Analysis of contribution to revenue by products/services (segregated by 

projects and maintenance):- 

2007 Projects Maintenance Trading Elimination Consolidated 

RM’000 RM’000 RM’000 RM’000 RM’000 

Revenue from 

external 

customers 

Inter-segment 

revenue 

43,449 8,488 - - 51,937 

2,367 - - (2,367) - 

Total revenue 45,816 8,488 - (2,367) 51,937 

Segment result 10,687 2,805 - (4,676) 8,816 







8,238 

101



2008 Project Maintenance Trading Elimination Consolidated 

RM’000 RM’000 RM’000 RM’000 RM’000 

Revenue from 41,143 9,992 22 - 51,157 

external customers 

Inter-segment 

revenue 

1,857 - (1,857) - 

Total revenue 43,000 9,992 22 (1,857) 51,157 

Segment result 11,040 2,840 3 (4,815) 9,068 







8,061 

2009 Project Maintenance Trading Elimination Consolidated 

RM’000 RM’000 RM’000 RM’000 RM’000 

Revenue 

external 

customers 

from 50,436 11,473 92 - 62,001 

Inter-segment 

revenue 

1,991 - - (1,991) - 

Total revenue 52,427 11,473 92 (1,991) 62,001 

Segment result 22,223 3,415 19 (12,221) 13,436 







12,614 

FPE 30 June 2010 Project 

Maintenance Trading 

102 

Inter-Segment 


RM’000 RM’000 RM’000 RM’000 RM’000 


customers 

Inter-segment revenue 

21,530 6,036 90 - 27,656 

745 - - (745) - 

Total revenue 22,275 6,036 90 (745) 27,656 

Segment results 4,200 1,463 32 (270) 5,425 






period 4,930 

Based on the segmental analysis, our Group’s revenue for the past three (3) FYE 31 

December 2009 and the six (6)-month FPE 30 June 2010 were contributed by the 

revenue generated mainly from operations in Malaysia and Singapore. 

The Malaysia and Singapore markets are the main contributors of revenue to our 

Group. The operations in Singapore contributed to about 82% of our Group’s total



revenue with the balance coming from operations in Malaysia. In Singapore, our 

business is more focused in the power industry and also building facilities monitoring 

whereas in Malaysia, we are engaged mostly in sectors such as water and wastewater 

utility, railway monitoring and building facilities monitoring. 

Due to certain restrictions, our group faced challenges in getting into the oil and gas 

and power distribution sectors in Malaysia which generate better profit margins as 

compared to other industries. In Malaysia and Singapore, we market directly and use 

strategic alliances whereas in our overseas market, we market using agents and also 

enter into joint venture arrangements. Our Group is currently planning to enter into a 

joint venture arrangement with a company in Indonesia to market our Group’s system 

to Indonesia. Under this arrangement, the Willowglen Group will be responsible for 

the supply and implementation of SCADA systems and the provision of technical 

expertise. 

Our Group has also started negotiations with a company in Thailand who are seeking 

to secure the distribution rights of the Willowglen Group’s Syslink software in 

Thailand. 

10.3.4 Material Changes in Revenue 

The reasons for the material changes in revenue for the past three (3) FYE 31 

December 2009 and the six (6)-month FPE 30 June 2010 are set out in Section 

10.3.1 of this Introductory Document. 

10.3.5 Impact of Foreign Exchange Rates 

Our Group operates internationally and are exposed to fluctuations in various 

currencies, mainly the Euro and the USD. Our revenue from overseas sales are billed 

in Euro and USD while our reporting currency is denominated in RM. Our Group has 

also potential foreign exchange exposures in our foreign subsidiary, WSPL, operating 

out of Singapore. However, our Group hedges our exposure to fluctuations in foreign 

exchange rates where necessary except for our foreign subsidiary, WSPL. 

Notwithstanding the above, for the past three (3) FYE 31 December 2009 and the six 

(6) month FPE 30 June 2010, our Group’s financial performance was not materially 

affected by fluctuations in the foreign exchange rates. 

10.3.6 Impact of Inflation 

There was no material impact of inflation on our historical profits for the past three (3) 

FYE 31 December 2007 to 31 December 2009 and the six (6)-month FPE 30 June 

2010. 

10.3.7 Government, Economic, Fiscal or Monetary Policies or Factors 

There is no government, economic, fiscal or monetary policies or factors that have 

materially impacted our historical profits for the past three (3) FYE 31 December 2007 

to 31 December 2009 and the six (6)-month FPE 30 June 2010. 

103



10.3.8 Liquidity and Capital Resources 

Our Group's main sources of liquidity and capital consists of a combination of internal 

sources of funds derived mainly from cash generated from operations as well as 

external sources of funds from capital contribution by our existing shareholders. 

(a) Cash Flows 

The summary of the consolidated cash flow statement for the audited FYE 31 

December 2009 and the six(6)-month FPE 30 June 2010 is as follows:- 

104 

Audited FYE 

31 December 

2009 

Six (6)-month 

FPE 30 June 

2010 

RM’000 RM’000 

Net cash flow from operating activities 8,736 4,842 

Net cash flow used in investing activities (2,541) (303) 

Net cash flow used in financing activities (5,641) (7,974) 

Net increase/(decrease) in cash and cash 

554 (3,435) 

equivalents 

Effect of exchange rate changes on opening cash and 

cash equivalents 1,437 (711) 

Cash and cash equivalents at the beginning of the year 28,560 30,551 

Cash and cash equivalents at the end of the year 30,551 26,405 

Net cash flow from operating activities 

For the FYE 31 December 2009, our Group generated cash flow from 

operating activities before adjustments for working capital of approximately 

RM14.57 million. After adjustments for the increase in working capital of 

approximately RM5.83 million, our Group’s net cash inflows from operating 

activities was approximately RM8.74 million. This amount is lower than 

reflected in our income statement due to the fact that the billings were done 

towards the end of 2009 and the collection of the trade receivables were only 

due and subsequently collected on the following financial quarter. 

For the FPE 30 June 2010, the operating profit before working capital 

changes amounted to RM5.20 million. However, after adjustments for 

working capital such as inventories, amount due from contract customers, 

receivables and payables, the net cash inflow from our operations was 

RM4.84 million. 

Net cash flow used in investing activities 

For the FYE 31 December 2009, the cash flow used in investing activities 

mainly consists of capital expenditure as below:- 

Capital Expenditure Amount 

(RM‘000) 

Office Furniture 3 

Office Equipment 55 

Computer Equipment 185 

Motor Vehicle 92 

Renovation 81 

Total 416



There was an amount of approximately RM2.14 million used for the purchase 

of subordinated notes issued by OSK as investment securities. It was noted 

that there was an inflow of cash of RM22,000 from the disposal of computer 

equipments in the financial year. 

For FPE 30 June 2010, the net cash used in investing activities is mainly due 

to the purchase of property, plant and equipment which includes: - 

Capital Expenditure Amount 

(RM’000) 

Office Renovation 70 

Computer Equipment 59 

Office Equipment 15 

Office Furniture 3 

Motor Vehicles 178 

Total 325 

The capital expenditure is funded by our internally generated funds and the 

cash flow utilisation will not affect the operations of our Company. The capital 

expenditure is for the daily operations of our business and will indirectly help 

our Group to generate future income. 

Our Group envisages that there will be an amount of RM172,500 per annum 

of cash inflow due to the interest from the subordinated notes amounting to 

RM2.3 million purchased. The amount will be paid semi-annually in January 

and July each year at a coupon rate of 7.50% per annum until its maturity on 

13 July 2018. 

Net cash flow used in financing activities 

Our Group’s net cash used in financing activities amounted to approximately 

RM5.64 million for the FYE 31 December 2009 was mainly due to the 

payment of dividends amounting to approximately RM4.95 million (equivalent 

to 2 sen per Share). There was another amount of RM670,000 in the form of 

fixed deposits pledged to the bank for bank guarantee facilities. The 

outstanding amount of fixed deposits pledged to the bank is standing at 

RM1.73 million as of 31 December 2009. The remaining sum of 

approximately RM20,000 was used for the buy back of our Shares. 

For FPE 30 June 2010, there was a register of RM0.54 million used, which 

was the amount of fixed deposits pledged to licensed banks for bank 

guarantees facilities and a payment of dividend to shareholders of RM7.43 

million. 

Following the above, it is noted our operations are funded by a combination 

of internal and external sources of funds. Internal sources of funds comprise 

mainly of cash generated from our operating activities and cash and bank 

balances, while external sources of funds comprise mainly of capital 

contribution from our existing shareholders. 

Our Directors are of the view that there are no legal, financial or economic 

restrictions on the ability of our subsidiary to transfer funds to our Company in 

the form of cash dividends and/or loan or advances. 

105



(b) Working capital 

Our Board is of the opinion that, after taking into consideration the cash flow 

position, our Company would have adequate working capital for a period of 

twelve (12) months from the date of this Introductory Document. 

(c) Borrowings 

10.3.9 Material Commitment 

As at the LPD, our Group does not have any outstanding borrowings. 

As at the LPD, our Directors are not aware of any material commitments for capital 

expenditure contracted or known to be contracted by our Group that is likely to have a 

material adverse effect on our financial position. 

10.3.10 Material Litigation 

As at the LPD, neither our Company nor our subsidiaries are engaged in any 

litigation, either as plaintiff or defendant, which has a material effect on our financial 

position or our subsidiaries and our Directors have no knowledge of any proceedings 

pending or threatened against us and our subsidiaries or of any facts likely to give 

rise to any proceedings which might materially and adversely affect our position or 

business. 

10.3.11 Contingent Liabilities 

Save as disclosed below, our Board does not know of any material contingent 

liabilities incurred by our Group that is likely to have a material adverse effect on our 

financial position. 

Contingent Liabilities Amount 

(RM’000) 

Corporate guarantee granted to CIMB in consideration of CIMB 1,500 

agreed to extend banking facilities of up to RM1.5 million to WMSB 

10.3.12 Key Financial Ratios 

The key financial ratios for the past three (3) FYE 31 December 2009 and the six (6) 

month FPE 30 June 2010 are as follows:- 

Trade receivables turnover period 

(days) 

Trade payables turnover period 

(days) 

106 

FYE 31 December Six (6) month 

FPE 30 June 

2007 2008 2009 2009* 2010* 

74 75 54 61 67 

31 35 31 32 41 

Inventory turnover period (days) 14 17 15 16 17 

Note: * Annualised



Trade Receivables 

As at 30 June 2010, the trade receivables of our Group amounted to approximately 

RM10.89 million which can be analysed as follows:- 

Within credit period 

Exceed 

credit period 

0-30 days 31-60 days 0ver 60 days Total 

Trade receivables (RM‘000) 9,115 804 974 10,893 

% of total trade receivables (%) 83.7 7.4 8.9 100.0 

For the FYE 31 December 2007 and 2008, the trade receivables turnover period was 

74 days and 75 days respectively. Beginning the FYE 31 December 2009, we 

resolved to closely monitor our credit policy and to take reasonable steps to ensure 

the collection of trade receivables within the credit period granted. As a result, the 

trade receivables turnover period improved to 54 days in the FYE 31 December 2009. 

This comes about despite the unfavourable economic conditions in the first half of 

2009, which caused some our clients to conserve cash flows in their business. Our 

Group has put in extra effort to ensure the timely collection of outstanding trade 

receivables. Our management is of the opinion that the remaining outstanding trade 

receivables are recoverable in full after taking into consideration the established 

payment track record of those customers and the close relationship between our 

Group and the said customers. 

Our management will continuously monitor our customers closely to ensure 

collections are in line with the normal credit period. 

Trade Payables 

The normal credit period granted to us by our suppliers and sub-contractors ranges 

from 30 to 60 days or on a back-to-back basis. There were no significant disputes 

with respect to trade payables for the financial years / periods under review. 

As at 30 June 2010, the trade payables of our Group amounted to approximately 

RM4.03 million which can be analysed as follows:- 

Within credit period 

Exceed 

credit period 

0-30 days 31-60 days 0ver 60 days Total 

Trade payables (RM‘000) 3,079 258 695 4,032 

% of total trade payables (%) 76.4 6.4 17.2 100.0 

107



Inventories 

Our inventory turnover period increased from 14 days for the FYE 31 December 2007 

to 17 days for the FYE 31 December 2008 due to slower sales as reflected in the 

analysis of our operating results section earlier. As our business is conducted on a 

project to project basis, we order components and other ancillary equipment as and 

when they are needed. However, there are instances where there are delays in the 

projects which cause us to hold on to the components and equipment longer than 

desired. 

The inventory level is closely monitored by estimating the demand required from the 

projects and the lead time required to produce them. Therefore, we do not carry a 

large amount of inventories. Our management is of the view that our inventory 

turnover period is low and we will continue to keep it at a minimal level. 

10.3.13 State of our Order Book 

The Group’s outstanding order book as at LPD is approximately RM54.5 million. The 

current outstanding order book of significant order (value of RM1.00 million and 

above) as at 31 July 2010:- 



108 

Expected Date 

of Completion 

Contract 

Value 

(RM’000) 

Upgrade of SCADA System 31.12.2010 6,394 

Supply, Installation & Commissioning of Perimeter Security 

System 

Supply, Installation & Commissioning of Extra Low Voltage 

Services 

Supply, Installation & Commissioning of Integrated Security 

Operation Surveillance System (“ISOSS”) 

Supply, Installation & Commissioning of SCADA, CCTV, 

PA System & Data Networking System 

31.08.2010 1,945 

31.10.2010 1,680 

16.12.2010 1,650 

31.10.2010 1,573 

Supply, Installation & Commissioning of ISOSS 31.08.2010 1,493 

Supply, Installation & Commissioning of CCTV and SCADA 

System 

31.08.2010 1,440 


Singapore 

17,278 


Expected Date 

of Completion 

Value 

(RM’000) 

Supply, Installation & Commissioning of LMD 17.12.2010 14,366 


Supply, Installation & Commissioning of Lift Monitoring 

Device (“LMD”) & Telemetry Monitoring System (“TMS”) 

25.12.2013 7,475 

Supply, Installation & Commissioning of LSS 05.06.2012 6,149




Expected Date 

of Completion 

Value 

(RM’000) 

Supply, Installation & Commissioning of LSS 04.02.2011 3,717 

Supply, Installation & Commissioning of Partial Discharge 

Monitoring System (“PDMS”) 

109 

31.12.2010 3,623 

Supply, Installation & Commissioning of LMD & LSS 30.06.2011 2,138 

Supply, Installation & Commissioning of Power Monitoring 

System (“PMS”) 

Supply, Installation & Commissioning of Programmable 

Logic Control (“PLC”) & SCADA System 

Supply, Installation & Commissioning of Cable Oil Pressure 

Monitoring (“COP”) System 

31.03.2011 1,325 

31.12.2010 1,058 

12.08.2013 1,549 

Supply, Installation & Commissioning of LSS 31.08.2014 6,646 

Maintenance of TMS 31.07.2014 7,096 


Maintenance of PDMS 31.05.2012 2,915 


Maintenance of Remote Terminal Unit (“RTU”) 30.11.2010 1,942 

Maintenance of COP System 31.12.2010 1,688 

Maintenance of ISOSS 31.12.2012 1,586 

Maintenance of Gas Monitoring System 31.01.2011 1,176 

Maintenance of LSS 31.12.2010 1,123 


81,690 

The Group continuously sources for new projects and businesses and the projects 

that we have tendered for as at the LPD amounts to RM138.66 million. However, we 

do not provide any assurance that all the projects tendered for by our Group will 

materialise. 

10.3.14 Trend Information 

As at LPD, to the best of our Directors’ knowledge and belief, our operations have not 

been and are not expected to be affected by any of the following: 

(a) known trends, demands, commitments, events and uncertainties that have 

had or that we reasonably expect to have, a material favourable or 

unfavourable impact on our financial performance, position and operations 

other than those discussed in this section, and Sections 4, 7 and 8 of this 

Introductory Document; 

(b) unusual, infrequent events or transactions or any significant economic 

changes that have materially affected our financial performance, positions 

and operations of our Group save as disclosed in this section and Section 4 

of this Introductory Document;



(c) known trends, demands, commitments, events or uncertainties that have 

resulted in a material impact on our Company revenue and / or profits, save 

for those have been disclosed in this section, and Sections 7 and 8 of this 

Introductory Document; 

(d) known events, demands, commitments, events or uncertainties that have had 

or that we reasonably expect to have, a material favourable or unfavourable 

impact on our Group’s liquidity and capital resources, other than those 

disclosed in this section, and Sections 4, 7 and 8 of this Introductory 

Document; and 

(e) known trends, demands, commitments, events or uncertainties that are 

reasonably likely to make our Group’s historical financial statements not 

indicative of our future performance and position other than those disclosed 

in this section and in Sections 4 and 7 of this Introductory Document. 


110


14. ADDITIONAL INFORMATION 

14.1 SHARE CAPITAL 

(i) As at the LPD, our Board is not aware of any need of capital raising and is of the 

opinion that no security will be allotted or issued on the basis of this Introductory 

Document later than twelve (12) months after the date of the issue of this Introductory 

Document. 

(ii) None of the Group's capital is under option or agreed conditionally or unconditionally 

to be put under option. 

(iii) There is currently no scheme for or involving our Directors and employees in the 

capital of our Group. 

(iv) There is no limitation imposed either by the laws of Malaysia or by the Memorandum 

and Articles of Association of Willowglen on the rights of non-resident shareholders to 

hold or exercise voting rights in respect of the Willowglen Shares. 

(v) As at the LPD, there is only one (1) class of shares in the Company, namely ordinary 

shares of RM0.10 each, all of which rank pari passu with one another. 

(vi) Subject to any special rights attached to any Willowglen shares which the Group may 

issue in the future, ordinary shareholders shall, in proportion to the amount paid-up on 

the Willowglen Shares held by them, be entitled to share in the whole of the profits 

paid out by the Company as dividends and other distributions and the whole of any 

surplus in the event of any liquidation, in accordance with the Articles of Association of 

the Company. 

(vii) Each shareholder shall be entitled to vote at any general meeting of the Company in 

person or in proxy, or by attorney, and on a show of hands, each person present who 

is a shareholder or representative or proxy or attorney of a shareholder shall have 1 

vote, and on a poll, every shareholder present in person or by proxy or by attorney or 

other duly authorized representative shall have 1 vote for each Willowglen Share held. 

A proxy may but need not be a member of the Company. 

14.2 ARTICLES OF ASSOCIATION 

The following provisions are reproduced from our Group’s Articles of Association which 

comply with the Listing Requirements of Bursa Securities and Rules of Bursa Depository:- 

(i) Transfer of Shares 

The provisions in the Articles of Association in respect of the arrangements for 

transfer of the securities and restrictions on their free transferability are as follows:- 

Article 18 

The transfer of any listed security or class of listed security of the Company, shall be 

by way of book entry by the Central Depository in accordance with the Rules and, 

notwithstanding section 103 and 104 of the Act, but subject to subsection 107C(2) of 

the Act and any exemption that may be made from compliance with subsection 

107C(1) of the Act, the Company shall be precluded from registering and effecting 

any transfer of the listed securities. Subject to these Articles, there shall be no 

restriction on the transfer of fully paid shares except where required by law. 

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14. ADDITIONAL INFORMATION (CONT’D) 

Article 19 

No share shall in any circumstances be transferred to any infant, bankrupt or person 

of unsound mind. 

Article 22 

The Register of Transfers may be closed at such time and for such period as the 

Directors may from time to time determine Provided Always that it shall not be closed 

for more than thirty (30) days in any year. Any notice of intention to fix the books 

closing date and the reason therefore shall be given to the Exchange, such notice 

shall state the book closing date, which shall be at least twelve (12) market days (or 

such other period as prescribed by the Exchange or any relevant governing laws 

and/or guidelines) after the date of notification to the Exchange, and the address of 

share registry at which documents will be accepted for registration. At least three (3) 

market days prior notice shall be given to the Central Depository to enable the 

Central Depository to prepare the appropriate Record of Depositors. 

Article 23 

Neither the Company nor its Directors nor any of its officers shall incur any liability for 

registering or acting upon a transfer of shares apparently made by sufficient parties, 

although the same may by reason of any fraud or other cause not known to the 

Company or its Directors or other officers be legally in-operative or insufficient to pass 

the property in the shares proposed or professed to be transferred, and although the 

transfer may, as between the transferor and transferee, be liable to be set aside and 

in every such case, the person registered as transferee, his executors, administrators 

and assignees alone shall be entitled to be recognised as the holder of such shares 

and the previous holder shall, so far as the Company is concerned, be deemed to 

have transferred his whole title thereto. Provided always that where the share is a 

depository security, subject to the Rules, a transfer or withdrawal of the share may be 

carried out by the person becoming so entitled. 

(ii) Remuneration of our Directors 

The provisions in the Articles dealing with the remuneration of the Directors of our 

Group are as follows:- 

Article 75 

The Company in a general meeting shall from time to time determine the fees of the 

Director. Unless otherwise directed by the resolution by which it is voted, any such 

fees shall be divided amongst the Directors as they may agree or failing agreement 

equally. Fees payable to Directors shall not be increased except pursuant to a 

resolution passed at a general meeting where notice of proposed increase has been 

given in the notice convening the meeting. The Directors shall also be entitled to be 

repaid all travelling and hotel expenses properly incurred by them respectively in or 

about the performance of their duties as Directors, including their expenses of 

travelling to and from meetings of Directors or general meetings or which he may 

otherwise incur on or about the business of the Company. If by arrangement with 

Directors, any Director shall perform or render any special duties or service outside 

his ordinary duties as a Director, in particular without limiting to the generality of the 

foregoing if any Director being willing shall be called upon to perform extra services o 

to make any special exertions in going or residing away from his usual place of 

business or residence for any of the purposes of the Company or in giving special 

attention to the business of the Company as a member of a Committee of Directors, 

the Directors may pay him special remuneration, in addition to his Director’s fees, and 

such special remuneration may be by way of a fixed sum, or otherwise as may be 

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arranged. PROVIDED THAT no Director (non-executive or executive) shall be 

remunerated by a commission on or percentage of turnover and that nothing herein 

shall prejudice the power of the Directors to appoint any of their number to be the 

employee or agent of the Company at such remuneration which shall not include a 

commission on or percentage of turnover. The fee payable to non-executive Directors 

shall be fixed sums as shall be determined by the Company in general meeting. 

Article 76 

The Directors may from time to time appoint any one of or more of their body to be the 

Managing Director of the Company and may from time to time (subject to the 

provisions of any contract between him and the Company) remove or dismiss him 

from office and appoint another in his place. Where the period of appointment of the 

Managing Director is for a fixed term, the term shall not exceed five (5) years with 

powers to the Directors to re-appoint thereafter, and upon such terms as they think fit. 

The Company may vest in the Managing Director such of the powers hereby vested in 

the Directors generally as they may think fit and such powers may be made 

exercisable for such period or periods upon such conditions and subject to such 

restrictions and generally upon such terms to remuneration and otherwise as they 

may determine and may from time to time revoke, withdraw, alter or vary all or any of 

such powers and subject thereto, shall always be under the control of the Board of 

Directors. The remuneration of a Managing Director may be by way of salary or 

commission or participation in profits or by any or all those modes but shall not include 

a commission on or percentage of turnover. 

Article 78 

(4) An alternate Director may be repaid by the Company such expenses as 

might properly be repaid to him if he were a Director and he shall be entitled 

to receive from the Company such proportion (if any) of the remuneration 

otherwise payable to his appointer as such appointer may by notice in writing 

to the Company from time to time direct, but save as aforesaid he shall not in 

respect of such appointment be entitled to receive any remuneration from the 

Company. 

(iii) Voting and Borrowing Powers of Our Directors 

The provisions in the Articles dealing with the voting and borrowing powers of the 

Directors of the Company including voting powers in relation to proposals, 

arrangements or contracts in which they are interested are as follows:- 

Article 78 

(3) An alternate Director shall be entitled (subject to his giving to the Company 

an address within Malaysia at which notices may be served on him) to 

receive notice of meetings of the Directors and to attend and vote as a 

Director at any such meeting at which the Director appointing him is not 

personally present and generally in the absence of his appointer to perform 

all the functions of his appointer as a Director. 

Article 86 

The Directors may from time to time at their discretion raise or borrow for the purpose 

of the Company such sums of moneys, as they think proper. 

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Article 87 

The Directors may raise or secure the payment of such money in such manner and 

upon such terms and conditions in all respects as they think fit, and in particular by 

the issue of debentures or debenture stock of the Company (both present and future) 

including uncalled capital, or by means of charges, mortgages, bonds and disposition 

in security or bonds of cash-credit, with or without power of sale, as the Directors 

shall think fit. 

Article 88 

The Director, shall not borrow any money or mortgage or charge any of the 

Company’s or the subsidiaries’ undertaking, property or any uncalled capital, or to 

issue debentures and other securities whether outright or as a security for any debt, 

liability or obligation of an unrelated third party. 

Article 108 

A resolution in writing signed or approved by letter, telegram or facsimile by all the 

Directors who may at the time be present in Malaysia and who are sufficient to form a 

quorum, shall be as valid and effectual as if it had been passed at a meeting of the 

Directors duly called and constituted; provided that where a Director is not so present 

but has an alternate who is present, then such resolution shall be signed by such 

alternate. All such resolutions shall be described as “Directors’ Circular Resolution” 

and may consist of several documents in like form each signed by one or more of the 

Directors and shall be forwarded or otherwise delivered to the Secretary without delay 

and shall be recorded by him the Company’s minute book following the receipt 

thereof by him. 

Article 109 

(1) A Director who is in any way, whether directly or indirectly interested in a 

contract or proposed contract with the Company shall declare the nature of 

his interest in accordance with the provisions of the Act. Save as by the next 

following paragraph of this Article otherwise provided, a Director shall not 

vote in respect of any contract or arrangement in which he is interested (and 

if he shall do so his vote shall not be counted), nor shall he be counted for the 

purpose of any resolution regarding the same in the quorum present at the 

meeting, but this Article shall not apply to:- 

(i) any arrangement for giving to him any security or indemnity in 

respect of money lent by him or obligations undertaken by him for the 

benefit of the Company; or 

(ii) any arrangement for the giving by the Company of any security to a 

third party in respect of a debt or obligation of the Company for which 

he himself has assumed responsibility in whole or in part under a 

guarantee or indemnity or by the deposit of a security. 

(iv) Changes in Capital or Variation of Class Rights 

The provisions in the Articles as to changes in the share capital and variation of class 

rights, which are as stringent as those provided in the Companies Act, 1965 are as 

follows:- 

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Article 44 

The Company may by ordinary resolution: 

(a) Consolidate and divide all of its share capital into shares of larger amounts 

than its existing shares. 

(b) (i) Cancel any shares which at the date of passing of the resolution have not 

been taken, or agreed to be taken, by any person or which have been 

forfeited and diminish the amount of its capital by the amount of shares 

so cancelled. 

(ii) Cancel any shares that have been purchased by the Company and 

extinguish all rights attaching to the shares including suspended rights in 

accordance with Section 67A of the Act and the Listing Requirements. 

(c) Sub-divide shares, or any of them, into shares of smaller amount than is fixed 

by the Memorandum of Association (subject, nevertheless, to the provisions of 

the Art) and so that the resolution whereby any share is sub-divided may 

determine that, as between the holders of the shares resulting from such subdivision, 

one or more of the shares may have such preference or other special 

rights over, or may have such deferred special rights, or be subject to any 

such restrictions as compared with others as the Company has power to 

attached to unissued or new shares. 

Article 45 

(a) The Company may by special resolution reduce its share capital, any capital 

redemption reserve fund or any share premium account in any manner and 

with, and subject to, any incident authorised, and consent required by law. 

(b) The Company may reduce its issued share capital by the cancellation of 

shares purchased by the Company and the amount by which the Company’s 

issued capital is diminished shall be transferred to the capital redemption 

reserve in accordance with Section 67A of the Act and the Listing 

Requirements. 

Article 46 

If at any time the share capital is divided into different classes of shares, the rights 

attached to any class (unless otherwise provided by the terms of issue of the shares 

of that class) may whether or not the Company is being wound up, be varied with the 

sanction of a special resolution passed at a separate General Meeting of the holders 

of the shares of the class. To every such separate General Meeting the provisions of 

these Articles relating to General Meeting shall mutatis mutandis apply, but so that 

the necessary quorum shall be two persons at least holding or representing by proxy 

one-third of the issued shares of the class and that any holder of shares of the class 

present in person or by proxy may demand a poll. To every such special resolution 

the provisions of Section 152 of the Act shall with such adaptations as are necessary 

apply. Provided however that in the event of the necessary majority not having been 

obtained in the manner aforesaid consent in writing may be secured from Members 

holding at least three-fourths of the issued shares of the class and such consent if 

obtained within two months from the date of the separate General Meeting shall have 

the force and validity of a special resolution duly carried by a vote in person or by 

proxy. 

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Article 47 

The rights conferred upon the holders of the shares of any class with preference or 

other rights shall not, unless otherwise expressly provided by the terms of issue of the 

shares of that class, be deemed to be varied by the creation or issue of further shares 

ranking as regards participation in the profits or assets of the Company in some or in 

all respects pari passu therewith but in no respect in priority thereto. 

14.3 DIRECTORS AND SUBSTANTIAL SHAREHOLDERS 

(i) The names, addresses and occupations of our Directors are set out in the Corporate 

Directory section of this Introductory Document. 

(ii) A Director is not required to hold any qualification shares in our Company unless 

otherwise so fixed by our Company in general meeting. 

(iii) Save as disclosed in Section 8.1.4 (Directors' Remuneration and Benefits) of this 

Introductory Document and other than remuneration in the normal course of 

employment, no amount or benefit has been paid or intended to be paid or given by 

our Company to any substantial shareholder or Directors within the two (2) years 

preceding the date of this Introductory Document. 

(iv) Save as disclosed in Sections 9.1 and 9.7 (Related-Party Transactions and Conflict 

of Interests) of this Introductory Document, none of our Directors or substantial 

shareholders has any interest in any contract or arrangement subsisting as at the date 

of this Introductory Document, which is significant in relation to the business of our 

Company or our Group taken as a whole. 

(v) Save as disclosed in Section 8.3.1 (Substantial Shareholders' Shareholdings) of this 

Introductory Document, our Directors are not aware of any person who is able to, 

directly or indirectly, jointly or severally, exercise control over our Company and our 

subsidiary companies. 

14.4 MATERIAL LITIGATION 

We are not engaged in any material litigation and/or arbitration, either as plaintiff or 

defendant, which has a material effect on our financial position, and our Directors are not 

aware of any proceedings pending or threatened, or of any fact likely to give rise to any 

proceedings, which might materially and adversely affect our financial position or business. 

14.5 MATERIAL CONTRACTS 

Neither we nor our subsidiaries have entered into any contracts which are material (not being 

contracts entered into in the ordinary course of business) within the two (2) years preceding 

the date of this Introductory Document. 

14.6 MATERIAL COMMITMENT AND CONTINGENT LIABILITIES 

As at the LPD, and as disclosed in Section 10.3.9 of this Introductory Document, our 

Directors are not aware of any material capital commitment contracted or known to be 

contracted by us which, upon becoming enforceable, may have a material impact on our 

financial position. 

Further, our Directors are not aware of any contingent liabilities incurred by us that, upon 

becoming enforceable, may have a material impact on our financial position, save as 

disclosed under Section 10.3.11 of this Introductory Document. 

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14.7 GOVERNMENTAL LAW, DECREE, REGULATION OR OTHER REQUIREMENT 

WHICH MAY AFFECT THE REPATRIATION OF CAPITAL AND THE 

REMITTANCE OF PROFIT 

There is no governmental law, decree, regulation or other requirement which may affect the 

repatriation of capital and the remittance of profit by or to our Group. 

14.8 TAKE-OVERS 

During the last financial year and the current financial year, there were no:- 

(i) Public take-over offers by third parties in respect of our Group’s shares; and 

(ii) Public take-over offers by our Group in respect of other companies’ shares. 

14.9 CONSENTS 

(i) The written consents of our Adviser, Solicitors, Principal Bankers, Share Registrar 

and Company Secretary to the inclusion in this Introductory Document of their names 

in the form and context in which their names appear have been given before the 

issue of this Introductory Document, and have not subsequently been withdrawn. 

(ii) The written consent of our Auditors and Reporting Accountants to the inclusion in this 

Introductory Document of their name, the Accountants’ Report and letter relating to 

the proforma / audited consolidated financial information in the form and context in 

which they are contained in this Introductory Document has been given before the 

issue of this Introductory Document, and has not subsequently been withdrawn. 

14.10 DOCUMENTS FOR INSPECTION 

Copies of the following documents may be inspected at our head office or such other places 

as the SC may determine, during office hours for a period of twelve (12) months from the date 

of this Introductory Document:- 

(i) Our Memorandum and Articles of Association; 

(ii) The Accountants’ Report and Directors’ Report as included in Sections 11 and 13 of 

this Introductory Document, respectively; 

(iii) The Reporting Accountants’ letters relating to the proforma / audited consolidated 

financial information of our Group as at 31 December 2009 referred to in Section 11 

of this Introductory Document; 

(iv) The letters of consent referred to in Section 14.9 of this Introductory Document; 

(v) The audited financial statements of our Group for the last three (3) FYE 31 December 

2009; and 

(vi) The unaudited six (6)-month financial statements of our Group for the latest FPE 30 

June 2010. 

14.11 RESPONSIBILITY STATEMENTS 

(i) This Introductory Document has been seen and approved by our Directors and 

Promoters and they collectively and individually accept full responsibility for the 

accuracy of the information contained herein and confirm, having made all 

reasonable enquiries, and to the best of their knowledge and belief, there are no 

false or misleading statement or other facts the omission of which would make any 

statement herein false or misleading. 

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(ii) OSK as the Adviser, acknowledges that, based on all available information and to 

the best of its knowledge and belief, this Introductory Document constitutes a full and 

true disclosure of all material facts relating to the Transfer. 


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