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Be grateful for the past

Look forward to the future


Seize the present

ANNUAL REPORT 2017


Accountability Courage
承担 勇气

Integrity
诚正信实

Gratitude & Care Trust & Respect


感恩。关怀 信任。尊重

CORPORATE VISION, MISSION, OBJECTIVES,


STRATEGIES AND CORE VALUES

Corporate Vision Corporate Objectives

We are dedicated to be the world leading company in We aim to achieve:


providing total machine vision solutions. - Excellent & world class products and services
- Total customer satisfaction
- Continuous growth and profitability
- Long-term partnership with our customers, alliances and
Corporate Mission employees

We are committed to providing the most innovative, advanced


and cost effective machine vision solution of excellent quality
to our customers through integration of our technology, our Corporate Strategies
people and our strategic alliances.
Innovation
Initiate new ideas and technological breakthroughs. We
believe thinking “outside the box” leads to innovation.

Customer Focused
Make our customers our first priority. We offer our customers
the best value products and services in a timely manner,
without sacrificing quality.

Continuous Improvement
Continuously improve our products, services, and our
organization as a whole.
01 Contents
02 Financial Highlights
03 Principal Activities & Corporate Structure
04 Corporate Information
05 Board of Directors
06-12 Profile of Directors
13 Senior Management
14-15 Profile of Senior Management
16-17 Chairman’s Statement
18-29 Management Discussion and Analysis
Financial Performance
Product Innovation
Operation

CONTENTS Research and Development


Sales & Marketing
Business Strategies
People Orientation
Corporate Conscience
Gratitude from Managing Director / President / CEO
30-31 Highlights of 2017
32-33 Media News
34-43 Sponsor Ads
44-52 Sustainability Statement
53-57 Corporate Governance Overview Statement
58-60 Audit Committee Report
61-65 Statement on Risk Management and Internal Control
66 Statement of Directors’ Responsibilities
67-68 Additional Compliance Information
69-122 Financial Statements
123 List of Properties
124-125 Statistics of Shareholdings
126-131 Share Buy-Back Statement
132-135 Notice of Annual General Meeting
136 Notice of Dividend Entitlement and Payment
137 Proxy Form

Be grateful for the past


Look forward to the future
Seize the present
The watercolour rendition of ViTrox’s current company premises evokes a sense of
nostalgia for the past while echoing its aspirations for the future. The distinctive
watercolour splash ink style creates a personalised touch that conveys the unique
organisational ethos of cultivating integrity, courage and other core values in day-to-day
operations. These values are what sustains the company culture and galvanises its long-
term success. More than a mere transactional workplace, ViTrox also prides itself on a
vibrant company culture where employees are encouraged to embrace personal growth
and develop their individual strengths, alongside striving for the company’s success. The
temporal thematic focus (感恩过去・展望未来・把握现在) captures the company’s
transition since inception, to articulate how it hopes to shape the future through making
the best of current opportunities and harbouring compassion and appreciation.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 01
FINANCIAL HIGHLIGHTS

2013 2014 2015 2016 2017


Revenue (RM’000) 106,104 169,939 160,288 234,026 327,489
Profit Before Tax (RM’000) 24,807 50,023 55,730 60,920 86,502
Profit After Tax (RM’000) 24,063 49,109 44,322 64,849 83,019
Basic Earnings Per Share (Sen) 5.21* 10.56* 9.50* 13.86* 17.67
Total Equity (RM’000) 131,220 174,820 208,920 261,862 330,240
Return on Equity 18% 28% 21% 25% 25%

* The calculation of basic earnings per share for the previous financial year has been adjusted retrospectively to reflect the changes in the number
of shares as a result of the bonus issue.

Revenue Basic Earnings Per Share


(RM’000) 327,489 (Sen) 17.67

234,026
13.86*

169,939 10.56*
160,288 9.50*

106,104 5.21*

13 14 15 16 17 13 14 15 16 17

Profit Before Tax Total Equity


(RM’000) 86,502 (RM’000) 330,240

60,920 261,862

55,730 208,920

50,023 174,820

131,220

24,807

13 14 15 16 17 13 14 15 16 17

02 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
PRINCIPAL ACTIVITIES

ViTrox Corporation Berhad (“ViTrox”) is principally involved in investment holding and development of 3D and line scan vision
inspection system. As at 31 December 2017, ViTrox owned four (4) wholly-owned subsidiaries and an associate company. The
principal activities of the subsidiaries and associate are set out as follows:

Effective
Date of Acquisition/ Ownership
Name Place of Incorporation Interest Principal Activities
ViTrox Technologies Sdn. Bhd. 15 June 2005/ 100% Development and production of
Malaysia automated vision inspection system
and digital automated vision inspection
equipment and modules.
ViTrox International Sdn. Bhd. 7 January 2006/ 100% Investment holding.
Malaysia
ViE Technologies Sdn. Bhd. 24 February 2006/ 100% Design, development and manufacture
Malaysia of printed circuit board assemblies for
microprocessor applications.
ViTrox Technologies (Suzhou) 19 January 2006 100% As sales and support office.
Co., Ltd. (date of establishment)/
(A wholly-owned subsidiary of ViTrox China
International Sdn. Bhd.)
Penang Automation Cluster 16 January 2017/ 35% Providing technological design, research,
Sdn. Bhd. Malaysia value added engineering development,
metrology shared services, 3-D
prototyping, smart manufacturing system
and technical training to the Automation
Cluster Companies.

CORPORATE STRUCTURE
ViTrox Corporation Berhad
as at 30 March 2018

ViTrox Corporation Berhad

100% 100% 100% 35%


ViTrox Technologies ViE Technologies ViTrox International Penang Automation
Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Cluster Sdn. Bhd.
(A wholly-owned (A wholly-owned (“ViTrox International”) (An associate of ViTrox)
subsidiary of ViTrox) subsidiary of ViTrox) (A wholly-owned
subsidiary of ViTrox)

100%
ViTrox Technologies
(Suzhou) Co., Ltd.
(A wholly-owned subsidiary of
ViTrox International)

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 03
CORPORATE INFORMATION

BOARD OF DIRECTORS EXECUTIVE COMMITTEE


DATO’ SERI DR. KIEW KWONG SEN Chu Jenn Weng
Chairman / Independent Non-Executive Director Chairman
Siaw Kok Tong
CHU JENN WENG Yeoh Shih Hoong
Managing Director / President / CEO
COMPANY SECRETARIES
SIAW KOK TONG How Wee Ling (MAICSA 7033850)
Executive Director / Senior Vice President Ooi Ean Hoon (MAICSA 7057078)

YEOH SHIH HOONG REGISTERED OFFICE


Executive Director / Senior Vice President 57-G, Persiaran Bayan Indah,
Bayan Bay, Sungai Nibong,
CHUAH POAY NGEE 11900 Penang
Independent Non-Executive Director Tel : 604 640 8933
Fax : 604 643 8911
PROF. IR. DR. AHMAD FADZIL BIN MOHAMAD HANI
Independent Non-Executive Director HEAD OFFICE
Plot 85A, Lintang Bayan Lepas 11,
CHANG MUN KEE Bayan Lepas Industrial Park, Phase IV,
Independent Non-Executive Director 11900 Bayan Lepas, Penang
Tel : 604 646 6227
MARY YEO CHEW YEN Fax : 604 646 6327
Independent Non-Executive Director Website : www.vitrox.com
(appointed w.e.f. 1 April 2018)
SHARE REGISTRAR
AUDIT COMMITTEE Securities Services (Holdings) Sdn. Bhd.
Chuah Poay Ngee Level 7, Menara Milenium,
Chairman Jalan Damanlela,
Dato’ Seri Dr. Kiew Kwong Sen Pusat Bandar Damansara,
Prof. Ir. Dr. Ahmad Fadzil Bin Mohamad Hani Damansara Heights,
Chang Mun Kee 50490 Kuala Lumpur
Tel : 603 2084 9000
NOMINATING COMMITTEE Fax : 603 2094 9940
Chuah Poay Ngee
Chairman AUDITORS
Dato’ Seri Dr. Kiew Kwong Sen Crowe Horwath
Prof. Ir. Dr. Ahmad Fadzil Bin Mohamad Hani Chartered Accountants
Chang Mun Kee Level 6, Wisma Penang Garden,
42, Jalan Sultan Ahmad Shah,
REMUNERATION COMMITTEE 10050 Penang
Chang Mun Kee
Chairman SOLICITORS
Dato’ Seri Dr. Kiew Kwong Sen Zaid Ibrahim & Co
Chu Jenn Weng
PRINCIPAL BANKERS
ESOS COMMITTEE Hong Leong Bank Berhad
Chang Mun Kee Public Bank Berhad
Chairman OCBC Bank (Malaysia) Berhad
Dato’ Seri Dr. Kiew Kwong Sen HSBC Bank Malaysia Berhad
Chu Jenn Weng Alliance Bank Malaysia Berhad
Siaw Kok Tong AmInvestment Bank Berhad
Yeoh Shih Hoong Hong Leong Islamic Bank Berhad

RISK MANAGEMENT COMMITTEE STOCK EXCHANGE LISTING


Yeoh Shih Hoong Main Market of Bursa Malaysia Securities Berhad
Chairman Stock Name : VITROX
Chu Jenn Weng Stock Code : 0097
Siaw Kok Tong
Lim Yee @ Lim Wei Yee (retired on 31 January 2018)

04 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
BOARD OF DIRECTORS

1 Dato’ Seri Dr. Kiew Kwong Sen


Chairman / Independent Non-Executive Director

2 Chu Jenn Weng


Managing Director / President / CEO 6 7
3 Siaw Kok Tong 3
2 1 4
Executive Director / Senior Vice President 5

4 Yeoh Shih Hoong


Executive Director / Senior Vice President

5 Chang Mun Kee


Independent Non-Executive Director

6 Prof. Ir. Dr. Ahmad Fadzil Bin Mohamad Hani


Independent Non-Executive Director

7 Chuah Poay Ngee


Independent Non-Executive Director VITROX CORPORATION BERHAD (649966-K)
ANNUAL REPORT 2017 05
PROFILE OF DIRECTORS

DATO' SERI DR. KIEW KWONG SEN


Ph.D. (Hon), DPPN, DGPN, DSPN
Chairman / Independent Non-Executive Director

Age / Gender / Nationality Present Appointment
70 / Male / Malaysian 1. Chairman and President of Mini-Circuits Technologies Malaysia
2. President of Gibraltar Semiconductor, San Jose, California
Qualification 3. President of Blue Cell Technologies, Sacramento, California
1. Bachelor of Science in Mechanical Engineering Degree from 4. Chairman of Mini-Circuits Taiwan Ltd
National Taiwan University 5. Director of ACX Ceramic Taiwan
2. Master of Science in Industrial Engineering 6. Chairman of the Penang SME Management Council
Degree from the University of California, Berkeley, USA 7. Director of Penang Science Council and Penang Green Council
3. Honorary Doctorate Degree by Toyohashi University of
Technology Past Appointment
1. Independent Non-Executive Director of Pentamaster
Date first appointed to the Board Corporation Berhad
8-Jul-2005 2. Member of Penang Competitiveness Committee
3. Chairman / Independent Non-Executive Director, Unimech
Membership of Board Committees Group Berhad
1. Audit Committee (Member)
2. ESOS Committee (Member) Any family relationship with any director and/or major
3. Nominating Committee (Member) shareholder of the listed issuer
4. Remuneration Committee (Member) No

Working Experience Any conflict of interests that the person has with the listed
1. Hewlett Packard Malaysia- Product Line Manager (1975-1984) issuer
2. Offshore Manufacturing Manager, Hewlett Packard Component None
Group San Jose California (1984-1998)
3. President of Gibraltar Semiconductor (2000-present) Other than traffic offences, the list of convictions for offences
4. President of Mini-Circuits Malaysia, Taiwan and China within the past 5 years and particulars of any public sanction
(2000-present) or penalty imposed by the relevant regulatory bodies during the
financial year, if any
Occupation None
Director
Number of board meetings attended in the financial year
5/5

06 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
PROFILE OF DIRECTORS

CHU JENN WENG


Managing Director / President / CEO

Age / Gender / Nationality Present Appointment
48 / Male / Malaysian None

Qualification Past Appointment


1. Bachelor Degree in Electrical and Electronics Engineering, None
Universiti Sains Malaysia (USM)
2. Master of Science in Image Processing, USM Any family relationship with any director and/or major
shareholder of the listed issuer
Date first appointed to the Board No
7-Jul-2005
Any conflict of interests that the person has with the listed
Membership of Board Committees issuer
1. Executive Committee (Chairman) None
2. ESOS Committee (Member)
3. Remuneration Committee (Member) Other than traffic offences, the list of convictions for offences
4. Risk Management Committee (Member) within the past 5 years and particulars of any public sanction
or penalty imposed by the relevant regulatory bodies during the
Working Experience financial year, if any
1. Specialist Engineer, Hewlett-Packard (Malaysia) Sdn Bhd None
(1993-1999)
Number of board meetings attended in the financial year
Occupation 5/5
Managing Director

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 07
PROFILE OF DIRECTORS

SIAW KOK TONG


Executive Director / Senior Vice President

Age / Gender / Nationality Present Appointment
47 / Male / Malaysian None

Qualification Past Appointment


1. Bachelor Degree (First Class Honours) in Computer Science, None
USM
Any family relationship with any director and/or major
Date first appointed to the Board shareholder of the listed issuer
7-Jul-2005 No

Membership of Board Committees Any conflict of interests that the person has with the listed
1. ESOS Committee (Member) issuer
2. Risk Management Committee (Member) None
3. Executive Committee (Member)
Other than traffic offences, the list of convictions for offences
Working Experience within the past 5 years and particulars of any public sanction
1. Senior Engineer, Hewlett-Packard (Malaysia) Sdn Bhd or penalty imposed by the relevant regulatory bodies during the
(1995-1999) financial year, if any
None
Occupation
Director Number of board meetings attended in the financial year
4/5

08 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
PROFILE OF DIRECTORS

YEOH SHIH HOONG


Executive Director / Senior Vice President

Age / Gender / Nationality Present Appointment
46 / Male / Malaysian None
Qualification Past Appointment
1. Bachelor Degree (First Class Honours) in Computer None
Science, USM
Any family relationship with any director and/or
Date first appointed to the Board major shareholder of the listed issuer
7-Jul-2005 No
Membership of Board Committees Any conflict of interests that the person has with
1. Risk Management Committee (Chairman) the listed issuer
2. ESOS Committee (Member) None
3. Executive Committee (Member)
Other than traffic offences, the list of convictions
Working Experience for offences within the past 5 years and particulars
1. R&D Engineer, ViTrox Technologies Sdn Bhd (1997 - of any public sanction or penalty imposed by the
present) relevant regulatory bodies during the financial year,
Occupation if any
Director None
Number of board meetings attended in the financial
year
5/5

PROF. IR. DR. AHMAD FADZIL BIN MOHAMAD HANI


Independent Non-Executive Director (redesignated on 28 December 2017)

Age / Gender / Nationality Present Appointment


58 / Male / Malaysian 1. Fellow with the Academy of Sciences Malaysia
2. Fellow of the Institution of Engineers Malaysia
Qualification 3. Registered Professional Engineer with the Board of
1. Bachelor Degree (First Class Honours) in Engineers, Malaysia
Electronics Engineering, University of Essex, United 4. Senior Member of IEEE, USA
Kingdom 5. Board of Directors, Prince Court Medical Centres Sdn
2. Master Degree in Telematics, University of Essex, Bhd
United Kingdom 6. President and Group Chief Executive of SIRIM Berhad
3. PhD in Image Processing, University of Essex, 7. Board of Directors, SIRIM QAS International Sdn Bhd
United Kingdom 8. Board of Directors, SIRIM STS Sdn Bhd
Date first appointed to the Board 9. Board of Directors, SIRIM SST Sdn Bhd
8-Jul-2005 10. Board of Directors, SIRIM SMT Sdn Bhd
11. Board of Directors, SIRIM Tech Ventures Sdn Bhd
Membership of Board Committees 12. Board of Directors, GRANULAB Sdn Bhd
1. Audit Committee (Member)
2. Nominating Committee (Member) Past Appointment
None
Working Experience
1. Lecturer, University of Essex (1984 - 1997) Any family relationship with any director and/or
2. Senior Research Officer, University of Essex major shareholder of the listed issuer
(1984 - 1997) No
3. Dean of School of Electrical and Electronics
Engineering, Universiti Sains Malaysia (1992 - 1997) Any conflict of interests that the person has with
4. Dean of The Engineering Faculty, Universiti the listed issuer
Teknologi Petronas (1997 - 1998) None
5. Director of Academic Studies, Universiti Teknologi Other than traffic offences, the list of convictions
Petronas (1999 - 2003) for offences within the past 5 years and particulars
6. Director of Postgraduate, Universiti Teknologi of any public sanction or penalty imposed by the
Petronas (2004 - 2006) relevant regulatory bodies during the financial year,
7. General Manager, Frontier Research, PETRONAS if any
Research Sdn Bhd (2007 - 2009) Fined under section 135(1) of the Companies Act,
8. Deputy Vice-Chancellor (Academic), Universiti 1965 for an amount of RM4,500
Teknologi Petronas (2011 - 2016)
Number of board meetings attended in the financial
Occupation year
Director 3/5
VITROX CORPORATION BERHAD (649966-K)
ANNUAL REPORT 2017 09
PROFILE OF DIRECTORS

CHANG MUN KEE


Independent Non-Executive Director

Age / Gender / Nationality Present Appointment
53 / Male / Malaysian 1. Non-Independent Non-Executive Director, Innity
Corporation Berhad
Qualification 2. Executive Director, JcbNext Berhad
1. Bachelor of Science in Mechanical Engineering, 3. Independent Director, 104 Corporation, Taiwan
University of Texas, Austin, USA 4. Independent Director, MOL Global Inc
2. Master of Science in Mechanical Engineering,
Massachusetts Institute of Technology, USA Past Appointment
None
Date first appointed to the Board
25-Jun-2010 Any family relationship with any director and/or
major shareholder of the listed issuer
Membership of Board Committees No
1. ESOS Committee (Chairman)
2. Remuneration Committee (Chairman) Any conflict of interests that the person has with
3. Audit Committee (Member) the listed issuer
4. Nominating Committee (Member) None
Working Experience Other than traffic offences, the list of convictions
1. Process Engineer, Kendall International for offences within the past 5 years and particulars
(1990 - 1991) of any public sanction or penalty imposed by the
2. Manufacturing Manager, Kendall International relevant regulatory bodies during the financial year,
(1992 - 1993) if any
3. Regional Director of Sales & Marketing, Kendall None
International (1994 - 1996)
4. Founder, Jobstreet.com Sdn Bhd (1996 - 2016) Number of board meetings attended in the financial
5. CEO, JcbNext Berhad (2016 - present) year
Occupation 4/5
Chief Executive Officer

CHUAH POAY NGEE


Independent Non-Executive Director

Age / Gender / Nationality Occupation
48 / Female / Malaysian Chartered Accountant
Qualification Present Appointment
1. Bachelor of Business (Accountancy), Deakin 1. Independent Non-Executive Director, LNG
University, Australia Resources Berhad
2. Certified Practicing Accountant of the Australian
Society of Certified Practicing Accountants Past Appointment
3. Chartered Accountant of Malaysian Institute of None
Accountants
Any family relationship with any director and/or
4. Certified Corporate Secretary with the University
major shareholder of the listed issuer
Malaya Centre of Continuing Education
No
Any conflict of interests that the person has with
Date first appointed to the Board the listed issuer
15-Nov-2006 None
Membership of Board Committees Other than traffic offences, the list of convictions
1. Audit Committee (Chairman) for offences within the past 5 years and particulars
2. Nominating Committee (Chairman) of any public sanction or penalty imposed by the
relevant regulatory bodies during the financial year,
Working Experience if any
1. Tax and Audit Assistant, Matthew & Partners None
(1994 - 1995)
2. Group Accountant, Grand Circuits Industry Sdn Bhd Number of board meetings attended in the financial
(1995 - 2000) year
3. Senior Finance & Administration Manager, Golden 5/5
Fresh Sdn Bhd (2001 - 2006)
4. Financial Controller, Mini-Circuits Technologies (M)
Sdn Bhd (2007 - 2010)
5. Finance Manager, Dynacraft Industries (M) Sdn Bhd
(2011 - 2016)

10 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
PROFILE OF DIRECTORS

MARY YEO CHEW YEN


Independent Non-Executive Director

Age / Gender / Nationality Present Appointment
60 / Female / Malaysian None
Qualification Past Appointment
1. Bachelor of Laws degree from the University of Canterbury, None
Christchurch, New Zealand
2. Barrister and Solicitor of the High Court of New Zealand, the High Any family relationship with any director and/or major
Court of Borneo and the High Court of Malaya in January 1983, shareholder of the listed issuer
April 1984 and May 1984 respectively. No

Date first appointed to the Board Any conflict of interests that the person has with the listed
1-Apr-2018 issuer
* as at 1 April 2018, the number of ordinary shares held by her was 6,600 None

Membership of Board Committees Other than traffic offences, the list of convictions for offences
None within the past 5 years and particulars of any public sanction
or penalty imposed by the relevant regulatory bodies during the
Working Experience financial year, if any
1. Legal practitioner in Lim Kean Siew & Co. (1984 – 1988) None
2. Legal practitioner in, Managing Partner & later Consultant in
Cheong Wai Meng & Van Buerle (1989 – 2018) Number of board meetings attended in the financial year
3. Partner in S.K.Goh, Chan & Co (2018 – present) Not applicable
Occupation
Advocate and Solicitor

TRAINING PROGRAMS ATTENDED BY THE DIRECTORS

All the Directors of the Company attended various seminars and training programs during FYE 2017 as follows:-

No. of
Mode of
Name of Directors Course Title hour/day
Training
spent
Dato’ Seri Dr. Kiew Kwong Sen Workshop Transforming Leaders and Talents for a better world 3 days
Chu Jenn Weng Give up 2 hours
Building Customer Trust To Create Loyal Customer 2 hours
Group Study Time. Space. People 2 hours
Best Practice Sharing - Build Customer Relationship Part 2 2 hours
The Malaysian Culture and Its Influence 2 hours
Briefing ISO 9001:2015 Awareness Training 1 hour
Siaw Kok Tong Group Study The End of Cloud Computing 2 hours
Building Customer Trust To Create Loyal Customer 2 hours
The Place One Discovers Oneself 2 hours

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 11
PROFILE OF DIRECTORS

TRAINING PROGRAMS ATTENDED BY THE DIRECTORS (cont’d)

All the Directors of the Company attended various seminars and training programs during FYE 2017 as follows:-

No. of
Mode of
Name of Directors Course Title hour/day
Training
spent
Yeoh Shih Hoong The End of Cloud Computing 2 hours
ISO 9001: The Correct Approach to Improve Process Effectiveness 2 hours
Give Up 2 hours
Building Customer Trust To Create Loyal Customer 2 hours
Group Study
What is 5G? 2 hours
Time. Space. People 2 hours
The Place One Discovers Oneself 2 hours
Project Planning with Smart Use Case 1 hour
Briefing ISO 9001:2015 Awareness Training 1 hour
MDEC-GE Digital Industrial IoT Meet-Up 2.5 hours
Talk Technical Talk - Plucking the Low-Hanging Fruits of Machine and Deep 3 hours
Learning
Digital and Efficient Manufacturing Seminar 8 hours
Seminar
Bursa Risk Management Programme - I Am Ready to Manage Risks 7.5 hours
Chuah Poay Ngee Workshop Financial Integrity & Performance 1 day
Advocacy Session on Corporate Disclosure for Directors & Principal Officer 0.5 day
for Listed Issuer
Conference 9th International Conference on Financial Crime & Terrorism Financing 2017 2 days
Prof. Ir. Dr. Ahmad Fadzil Bin Workshop Driving Financial Integrity & Performance Enhancing Financial Literacy 1 day
Mohamad Hani Workshop
Chang Mun Kee Briefing Understand the Merger/Acquisition and Insider Training 6 hours

REMUNERATION

During the FY2017, the detailed disclosure of remuneration breakdown of each Director is as follows:

Remuneration received from the


Remuneration received from the Company
subsidiaries
Salaries, Salaries,
Bonuses, Bonuses,
EPF & Other EPF & Other Grand
Fees Emoluments Allowances Total Emoluments Allowances Total Total
Name of Directors (RM) (RM) (RM) (RM) (RM) (RM) (RM) (RM)
Executive
Chu Jenn Weng - 346,633 36,000 382,633 - - - 382,633
Siaw Kok Tong - - - - 310,866 36,000 346,866 346,866
Yeoh Shih Hoong - - - - 287,325 36,000 323,325 323,325
Non-Executive
Dato’ Seri Dr. Kiew
36,000 6,188 12,000 54,188 - - - 54,188
Kwong Sen
Prof. Ir. Dr. Ahmad
Fadzil Bin 36,000 5,876 9,600 51,476 - - - 51,476
Mohamad Hani
Chuah Poay Ngee 36,000 6,134 12,000 54,134 - - - 54,134
Chang Mun Kee 36,000 5,926 10,000 51,926 - - - 51,926
Total 144,000 370,757 79,600 594,357 598,191 72,000 670,191 1,264,548

12 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
SENIOR MANAGEMENT

1 Chu Jenn Weng


Managing Director / President / CEO
6 5
2 Siaw Kok Tong 4
Executive Director / Senior Vice President 2 1 3
3 Yeoh Shih Hoong
Executive Director / Senior Vice President

4 Lim Kim Seng


CFO

5 Lim Yee @ Lim Wei Yee


Senior Vice President / COO (retired on 31 January 2018)

6 Wee Kah Khim


Senior Vice President / General Manager

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 13
PROFILE OF SENIOR MANAGEMENT

LIM KIM SENG


CFO

Age / Gender / Nationality Occupation
52/ Male / Malaysian Chief Financial Officer

Qualification Present Appointment


1. Bachelor of Accounting (Hons), University Malaya None
2. Chartered Accountant of Malaysian Institute of
Accountants Past Appointment
None
Date first appointed to the Key Senior Management
15-Aug-2016 Any family relationship with any director and/or
major shareholder of the listed issuer
Working Experience No
1. Finance Manager, Sony (1991 - 2000)
2. Business Finance Consultant, Agilent (2000 - 2003) Any conflict of interests that the person has with
3. Senior Operations Controller, Philips Lumileds the listed issuer
(2003 - 2012) None
4. Financial Controller, Integrated Device Technology
(2012 - 2016) Other than traffic offences, the list of convictions
5. Chief Financial Officer, ViTrox Corporation Berhad for offences within the past 5 years and particulars
(2016 - present) of any public sanction or penalty imposed by the
relevant regulatory bodies during the financial year,
if any
None

LIM YEE @ LIM WEI YEE


Senior Vice President / COO (retired on 31 Jan 2018)

Age / Gender / Nationality Occupation
55 / Male / Malaysian Chief Operating Officer

Qualification Present Appointment


1. Bachelor Degree (First Class Honours) in None
Mechanical Engineering, University Malaya
Past Appointment
Date first appointed to the Key Senior Management None
1-Mar-2007
Any family relationship with any director and/or
Membership of Board Committee major shareholder of the listed issuer
1. Risk Management Committee (Member) - retired on No
31 Jan 2018
Any conflict of interests that the person has with
Working Experience the listed issuer
1. Engineering Section Manager, Hewlett Packard None
(1986 - 1995)
2. Vice President, LKT Industrial Berhad (1995 - 2006) Other than traffic offences, the list of convictions
3. Chief Operating Officer, ViTrox Corporation Berhad for offences within the past 5 years and particulars
(2007 - retired on 31 Jan 2018) of any public sanction or penalty imposed by the
relevant regulatory bodies during the financial year,
if any
None

14 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
PROFILE OF SENIOR MANAGEMENT

WEE KAH KHIM


Senior Vice President / General Manager

Age / Gender / Nationality Occupation
49 / Male / Malaysian Senior Vice President

Qualification Present Appointment


1. Bachelor of Science in Electrical Engineering None
(HON), Washingtion University in Saint Louis, USA
Past Appointment
Date first appointed to the Key Senior Management None
1-May-2009
Any family relationship with any director and/or
Working Experience major shareholder of the listed issuer
1. Firmware R&D Engineer, Motorola (1992-1994) No
2. Design Validation Engineer, Nortel (1994-1998)
3. R&D Director, Agilent Technologies (1998-2009) Any conflict of interests that the person has with
4. Senior Vice President, ViTrox Corporation Berhad the listed issuer
(2009 - present) None

Other than traffic offences, the list of convictions


for offences within the past 5 years and particulars
of any public sanction or penalty imposed by the
relevant regulatory bodies during the financial year,
if any
None

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 15
CHAIRMAN’S STATEMENT

ViTrox Group recorded an all-time high revenue of RM327.5


million in 2017, an increase of 39.9% over the RM234.0 million
in previous financial year.
The strong demand of Tray Inspection, Advanced X-ray Inspection System, Advanced Optical Inspection System and Machine Vision
System contributed to the increase in revenue. Positive acceptance of those products enables higher demand from a larger diversified
customer base, which in turn will pave ways for future growth. Consequently, the PBT achieved RM86.5 million in 2017, an increase of
42.0% over RM60.9 million in the previous year. The PAT achieved RM83.0 million in 2017, an increase of 28.0% over RM64.9 million
recorded in previous year in line with the rise in revenue. As such, basic earnings per share were 17.67 sen in 2017 against 13.86 sen
in 2016.

16 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
CHAIRMAN’S STATEMENT

FINANCIAL PERFORMANCE

234,026
Revenue
Growth 40% 327,489

Profit Before Tax


60,920
("PBT")
Growth 42% 86,502
2016 RM’000
64,849
Profit After Tax
2017 RM’000
(“PAT”) Growth 28% 83,019

DIVIDEND Global Technology Award 2017 


ViTrox won 2017 Global Technology Awards in the category of Inspection
A tax exempt interim dividend of 1.5 sen per ordinary share each Equipment – Robotic Handling System for V910i Advanced Robotic
amounting to RM7.1 million for financial year ended 31 December 2017 Vision during Productronica in Munich, Germany.
was paid to shareholders on 19 January 2018.

The Board of Directors has recommended a final tax exempt dividend of FUTURE OUTLOOK AND FOCUS
3.0 sen per ordinary share each for the financial year ended 31 December
2017. If approved at the forthcoming Annual General Meeting, the final Since its inception, ViTrox continues to deliver profitable financial
tax exempt dividends are estimated to be a total distribution of RM14.1 performance. In year 2013, ViTrox broke a new record by achieving
million. In total, ViTrox is expected to declare a total dividend of 4.5 sen annual sale turnover of more than RM100 million. Within 3 years, ViTrox
per share, with a total distribution of approximately RM21.2 million for achieved another new record with annual sale turnover more than
the year. RM200 million in year 2016. Encouraged by this performance, ViTrox
again broke another new record within a year by achieving turnover of
more than RM300 million and new PBT record of RM87 million in 2017.
ACHIEVEMENTS IN 2017
We envision further growth in the coming years. We look forward to
The Edge Billion Ringgit 2017 Award develop new technologies and expand our product offerings and market
ViTrox won the The Edge Billion Ringgit 2017 Gold award in the “Highest share penetration as in previous years. In addition, we will focus on
returns to shareholders over three years”  category, for Trading / market expansion activities, customer relationship building and product
Services, Hotels, IPC and Technology sector. The award recognizes the innovation to establish growth for many years to come.
performance of Malaysia’s biggest listed companies in highest profit
growth, return on equity, and total shareholder returns (capital gains plus Subject to the external market conditions and macroeconomic factors,
yield) over three years. we are confident that the 2018 will be a growth year considering the
continuing strengthening of the global semiconductor industry.
HR Excellence Awards 2017
ViTrox won the HR Excellence Award (Bronze winner) in the category We are poised to make further progress in new technology while
of “Excellence in Workplace Culture” on 4 October 2017 at Aloft Kuala gaining customer loyalty with our demonstrated performance especially
Lumpur Sentral, Malaysia.  The HR Excellence Awards is one of Asia’s Advanced 3D X-ray Inspection System and Tray Inspection.
largest award shows dedicated to celebrating the achievements within
HR profession. In conclusion, I would like to express my gratitude to ViTrox team on
the technical excellence, product innovations, project execution and
Malaysia Investor Relations (IR) Awards 2017 teamwork. On behalf of ViTrox, I would like to extend my appreciation to
ViTrox won the Best Company for IR & Best CEO for IR by 2017 MIRA our valued business partners, investors, government agencies and Board
Investor Relations Awards. The awards are all about recognising the of Directors for the continued support and contributions.
individuals and companies that have shown excellence in implementing
the field of investor relations (IR), with over 1,500 asset managers and
investment professionals at brokerage firms participating in the poll. Dato’ Seri Dr. Kiew Kwong Sen
This was the second time ViTrox received the award, since 2016. Ph.D (Hon), DPPN, DGPN, DSPN
Chairman / Independent Non-Executive Director
Sin Chew Business Excellence Awards 2017
ViTrox won the Digital and Technology Business Excellence Award and
SCBEA TOP 5 (PAT) Award standing as one of the top 5 participated
companies in Sin Chew Business Excellence Awards 2017.
VITROX CORPORATION BERHAD (649966-K)
ANNUAL REPORT 2017 17
MANAGEMENT DISCUSSION AND ANALYSIS

FINANCIAL PERFORMANCE

ViTrox once again set a new revenue and profit record in 2017 since its inception 17 years ago and experienced a double-digit
growth in revenue, profit before tax and net profit. Revenue of RM327.5 million was recorded which is representing a 39.9%
growth compared to a year ago. Within a year, it successfully broke another revenue milestone of RM300 million. Profit Before
Tax stood at RM86.5 million which representing a 42.0% growth. Net profit also hit the highest record in the history of RM83.0
million which representing a 28.0% growth as a result of reversal of taxation with effective of Pioneer Status granted by MITI in
2016.

38%

Revenue (RM 'Mil) PBT (RM 'Mil) PAT (RM 'Mil) PBT %

The successful execution of the market penetration strategies in growth areas namely China, US, Philippines, Taiwan and Europe
was the key to the increase in revenue. Besides, the record high revenue in 2017 also attributed by the new and improved series
of inspection system and equipment, serving the growing semiconductor back-end and the electronics manufacturing industries.

Our financial position remains stable and healthy with cash and cash equivalent of RM150.6 million as of 31 December 2017
compared to RM110.1 million a year ago. Long-term debt was at RM58.5 million as of 31 December 2017, compared to RM32.1
million a year ago. Borrowing to finance the construction of the ViTrox 2.0 Campus at Batu Kawan Industrial Park (which is
scheduled to be completed in first half of FY2018) explained the increase in long-term debt.

Basic earnings per share (EPS) rose to 17.67 sen from 13.86 sen a year ago and return on equity increased to 25.1% from 24.8% a
year ago.

Basic Earnings per Share (Sen) 17.67

13.86*
10.56*
9.50*
6.96*
4.81* 4.43* 5.21*
3.11*
2.05* 1.79*
0.43*

* EPS are calculated based on the ordinary shares has been adjusted for bonus issue retrospectively

18 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
MANAGEMENT DISCUSSION AND ANALYSIS

FINANCIAL PERFORMANCE (cont'd)

ROE (%)

ViTrox continued its phenomenal record of 17 consecutive years of profitability through sheer determination and hard work from
all of its high-spirited ViTroxians! The right people, product and culture will continue to shape the strong business fundamental for
continuous growth!

PRODUCT INNOVATION

ViTrox product innovation strategy is to create greater value differentiation for our customers in the area of automated vision
inspection and embedded electronics solution. Our focus in product innovation for 2017 and beyond will be delivering high
performance and advanced vision inspection solution with V-ONE integration for smart manufacturing.

ViTrox maintains its four core business units in 2017: (1) Machine Vision System - Standard (MVS-S); (2) Machine Vision System
– Tray based (MVS-T); (3) Automated Board Inspection (ABI) and (4) Electronics Communication System (ECS). Our innovative,
advanced and cost effective automated inspection solutions help our semiconductor back-end and electronics manufacturing
customers to effectively and promptly identify, diagnose and prevent defects creation in the manufacturing lines. Meantime,
our embedded electronics solutions help automated equipment makers to achieve high speed, high accuracy and cost effective
solution, serving various industries and markets.

The product innovation strategy to launch at least two new or enhanced products into the market every 12 months for every
business unit has been successful in bringing new product innovation to address the market's needs on a timely manner. The
V-ONE, which is the integrated smart manufacturing tool for yield and productivity improvement has also received overwhelming
acceptance from many world leading Electronics Manufacturing Service (EMS) companies in 2017. Today V-ONE encompasses
many Industrial 4.0 tools and features enabling real-time machine to machine communication, data visualization and analytic,
automated alert trigger, self-diagnostic and predictive maintenance. Our goal in product innovation is to make our inspection
equipment smarter and better in delivering greater differentiated values to our customers to achieve the highest productivity and
quality in their manufacturing lines.

New Products Released

To support the increasing complexity and miniaturization of semiconductor components and sophisticated electronics boards,
ViTrox launched new advanced vision inspection solutions that are capable to inspect for dimensional and surface defects
at semiconductor component and board level. Various manufacturing defects on semiconductor components such as lead
coplanarity, package scratches, crack, discoloration, void and etc., and defects on electronics boards such as bad solder joints,
poor conformal coating, wrong components and etc. can be automatically identified by our 2 dimensional (2D) and 3 dimensional
(3D) optical and X-ray vision inspection systems. Listed below are some of our new innovation:-

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 19
MANAGEMENT DISCUSSION AND ANALYSIS

New Products Released (cont'd)

MVS-S: Machine Vision System for Semiconductor back-end component inspection

(a) VR20XLi Post Seal Vision Handler: The newly added model enables inspection on larger semiconductor IC packages
inside the sealed carrier tape with width from 16mm to 32mm. Similar to VR20i and VR20Li, VR20XLi is equipped with up to
4 vision inspection stations to check for defects on the marking, lead, package surface, tape sealing and carrier tape quality
with the speed varying from 12,000 to 25,000 units per hour. Color inspection is also available as an option to detect color
defects such as discoloration and exposed copper.

MVS-T: Tray Vision Handler for Semiconductor component inspection

(a) TH2000-XL Tray-to-Tray Vision Inspection Handler: An extended version of the 2nd generation TH2000 handler to support
multi-binning (up to 4 output bins) for comprehensive customer product sorting. This version greatly helps customers
to classify and group their products according to its quality and performance attributes, saving valuable resources and
eliminating risk of mixing products, if and when performed manually. This machine model offers enhanced and unparalleled
product sorting capabilities coupled with the proven 3D & 2D vision inspection capabilities.

(b) TR2000M Tray-to-Tape & Reel Vision Inspection Handler: An enhanced version
of the standard 2nd generation TR2000 handler to improve its net throughput
(UPH), overall UPH, unit handling stability (especially during tape & reel mode)
and enhance unit sorting (tray-to-tray mode) with additional buffer tray output.
This machine model offers best-in-class performance in high product mix
environment, minimizing machine idle time due to constant product changeover.

ABI: Optical and X-ray inspection system for electronics board inspection

Our optical and X-ray inspection systems are capable of inspecting the most sophisticated TR2000M
components, hidden solder joints and connectors and hence ensuring 100% quality assurance.

(a) 12MP 3D AOI (V510i 12M 3D): This newly launched 3D AOI is with 2.56 times higher inspection speed from first generation
3D AOI in order to cope with the pace of Surface Mount Technology (SMT) line. The throughput improvement is enabled
by the technology advancement via Graphic Processing Unit (GPU) with multithreading processing, Coexpress camera
with large Field Of View (FOV) and faster data transfer as well as In House Developed projectors with higher resolution and
brighter fringe pattern. With the improved resolution, we can now inspect component with height up to 20mm instead of
7mm.

(b) 25MP 3D AOI (V510i 25M 3D): The New Product is released to outfit the semiconductor market segment which required
higher resolution for small component. It has the resolution of 2μm which is 10 times better than our current 3D 4MP AOI
system. This best in class resolution 3D AOI allows Geometry measurement of the LED placed on the board without the
needs of fiducial.

New algorithms for Adjacent Market Segment were developed on both 2D / 3D AOI in order to expand our market penetration
and increase our AOI inspection coverage. The solder profile measurement for IC and gold finger inspection capability
had opened the door for us to penetrate into the white space, hence, increased our AOI Total Addressable Market. These
algorithms help our customers to eliminate manual inspection that are error prone, slow and costly with fully automated
inspection equipment of high consistency, high accuracy and high speed.

(c) Robotics Vision Inspection for Precision automotive mechanical parts (V920i): The V920i is released in FY2017 to
address the inspection requirement of Precision Mechanical Product. The system is capable of inspecting various cosmetic
defects, finishing and measuring of mechanical part dimension up to 10μm accuracy. The implementation of this fully
automated inspection capability in the Precision Mechanical Parts Market has helped our customers to assure the finishing
quality, improve the production efficiency and reduce the overall manufacturing cost.

20 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
MANAGEMENT DISCUSSION AND ANALYSIS

New Products Released (cont'd)

ViTrox's sheer determination in product innovation and relentless efforts in continuous improvement have increased customer
confidence in ViTrox’s value proposition. With a broader range of new products in the pipeline, ViTrox is ready to expand its market
share and customer base to a bigger geographical area covering Asia, America and Europe.

OPERATION

In FY2017, the focus in operation remained to continue streamlining our processes and internal systems while fulfilling the business
ramp. Some of the key accomplishments are:

1. Continuous execution of various programs e.g. a more stringent inventory reserve policy and consistent review on aged
inventory, a more rigorous payment term to new customers and regular follow up on outstanding accounts receivables has
successfully reduced Days Inventory Outstanding (DIO) by 23% from 231 days in FY2016 to 179 days in FY2017 and Days
Sales Outstanding (DSO) by 9% from 127 days in FY2016 to 115 days in FY2017.

The management team is committed to continuously improving the DIO and DSO to match or exceed the world class
standard in the industry.

Days Inventory Outstanding (DIO) Days Sales Outstanding (DSO)

2. Equipment assembly processes and operations were further fine-tuned for better efficiency and accuracy. Off-line sub-
assembly testers were being designed and built to provide smoother assembly flow and in process quality control. This was
part of the process streamlining initiatives to reduce equipment assembly time by 25% for MVS-T with better quality control.
This initiative is a continuous improvement process.

3. Increased production capacity through production floor space expansion and equipment assembly cycle time reduction.
This is part of the initiative to support the business ramp and manage to increased AXI monthly capacity from 8 systems to
13 systems and AOI monthly capacity from 16 systems to 20 systems.

4. Successfully boosted up the monthly capacity output of AXI fabrication part suppliers from 10 sets to 14 sets. This objective
was accomplished through dual sourcing strategy and suppliers internal process improvement strategy.

5. An initiative to further streamline assembly resources towards products cross-training is being carried out to support more
ranges of systems building to enhance resource flexibility in operation.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 21
MANAGEMENT DISCUSSION AND ANALYSIS

OPERATION (cont'd)

The journey to becoming Lean Enterprise continue to be ViTrox’s focus in the year under review. Lean Deployment Function
(LDF) continuously drives for improvement in various operation processes. One of the significant improvements is warehouse
kitting process by reducing the process Turn Around Time (TAT) by 21%. Several measures were taken during the year which
include ViTrox Information System (ViS) enhancement to eliminate duplicating system entry and reduce non-value works and
ANDON system creation to have clear traceability and faster response to issues encountered in daily kitting process. Besides,
bar-code system implementation to verify part issuance has helped in improving inventory accuracy and part issuance process
from warehouse to manufacturing.

With the spirit of “Quality Starts from Me” Quality Assurance (QA) department continuously works with manufacturing and other
operational teams to drive improvement in quality performance. In the year under review, the team managed to reduce Out of Box
Defects (OBD) by 46.5% compared to 2016.

Through collaboration among R&D, Manufacturing, QA and the external certification body, the team successfully obtained TUV
SUD certification for ViTrox Solder Paste Inspection, V310i series and Advanced Optical Inspection and V510i series in 2017. With
the certification, we now can ship these new inspection products to customers in the European countries.

RESEARCH AND DEVELOPMENT

Rapid and ongoing development of new products and enhancements to existing products is critical to our long term success.
Accordingly, we devoted significant amount of our technical, management and financial resources to research and development
program. In FY2017, ViTrox invested RM40.2 million, representing 12.3% of the revenue and an increase of RM8.8 million from
RM31.4 million a year ago, for research and development activities across all business units in ViTrox. Meantime, the size of our
Engineering team increased by 23 people from 271 to 294, representing an increase of 8.5% compared to a year ago.

14.7%

40,168

12,882 10,500

Revenue (RM '000) R&D Expenditure (RM '000) R&D/Revenue %

22 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
MANAGEMENT DISCUSSION AND ANALYSIS

RESEARCH AND DEVELOPMENT (cont'd)

Major research and development breakthroughs in FY2017:

• XL BGA (100mm) Inspection: The 2017 version further extends its original capability to inspect large-sized BGA. It is
now able to support next-generation IC package sizes of up to 100mm. Using an optional inspection station, inspection
of large-sized IC packages can now be accomplished without compromising the inspection accuracy and speed for other
conventional IC packages.

• Hybrid 3D Inspection: Combination of existing stereo multi-camera and PSP technologies enable a comprehensive and
complete detection 3D inspection of IC packages overcoming challenges of single-technology configuration. The hybrid 3D
is especially useful in accurately and consistently measuring 3D dimensions of non-common conditions, i.e. warped, heat-
sink based or soldered IC packages.

• 3D CT Reconstruction: Successfully released the Computed Tomographic (CT) Technology makes use of a series of multiple
diagonal X-ray images from different angles to create image volume dataset with slices that can be manipulated on any
plane using advanced visualization software. The high resolution planer CT image is reconstructed by used of multicores
CPUs and GPUs to realize high speed reconstruction operation which allow the user to see inside the object without cutting,
nondestructive.

• LED Geometry measurement technology: The V510i 25MP 3D AOI at 2μm resolution is a fully automated inspection
and measurement system able to perform XY placement accuracy at 6μm and angle measurement of 1 degree for LEDs
platform. In addition, the multiple angles and multiple colors light source coupler with the newly developed algorithm makes
the defect detection of Die Skewness, Missing, Damage, Crack, Chip Off and Contamination possible with excellent call rate.
This new inspection system is able to provide the customers a fully automatic production line that covers both quality and
productivity.

• Precision Mechanical Parts Inspection: Successfully developed the Mechanical parts inspection system with
comprehensive test coverage on Diameter, Height, Concentricity, Runout, Parallelism, Perpendicular, Angle, Thread,
Cosmetic, Blur, Scratches, Notch and contamination inspection. The state of art inspection system utilized multiple light
source technology such as Collimated Backlight, Coaxial, Segmented & Ring Lights with extremely low distortion telecentric
Lens and Multi-focal Liquid Lens to achieve the outstanding accuracy and repeatability. By deploying this intelligent high
speed robotic vision inspection for mechanical fabricated parts, the outgoing quality of these parts are now controlled,
highly consistent and predictable as compared to manual human inspection.

SALES & MARKETING

In 2017, we further expanded our worldwide customer base from 303 to 324, representing an increase of 6.9%. The single largest
customer contributed 13% of the group revenue whereas top 10 customers contributes less than 60.0% of the group revenue. This
well balanced customer composition showed the diversity and strength of our core businesses in which we do not heavily rely on
single large customer to drive the continuous growth of the company.

ViTrox currently exports approximately 75.0% of goods and services to more than 22 countries around the world, which include
China, Taiwan, Japan, Thailand, Vietnam, the Philippines, Singapore, India, the United States, Mexico, Brazil, United Kingdom,
Germany, Finland, Austria and Romania.

Our on-going expansion of sales channel partners and the direct sales and support team globally produced outstanding results
with revenue contribution in oversea increased from RM175 million to RM246 million in 2017, increased by 40.5% compared to a
year ago. For the year under review, China, replacing Malaysia, as our biggest revenue contributing country amounting to 27% of
group revenue. In addition, revenue contribution from the Philippines improved significantly from RM8 million (4%) in 2016 to RM24
million (7%) in 2017.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 23
MANAGEMENT DISCUSSION AND ANALYSIS

SALES & MARKETING (cont'd)

Others 2%
Si n g
Europ
Others
T ha

Th
5%

ap o
ila n
Eu

e 2%
a il
Ph
ro p

re 3%
an
d 3%

ilip Malaysia China

d4
e4

4% pin Mexico
25%
%

%
e s 6% 27%

Mexico Taiwan
9% 7%
Revenue Distribution Revenue Distribution
by Country (2016) by Country (2017)
Philippines
Taiwan 7%
10%

China
24% United States Malaysia
United States 17% 25%
16%

Our strong presence through internal sales and support team as well as strategic sales channel partners worldwide allows us to
rapidly identify the latest developments and requirements of key customers globally and hence take quick action to co-develop
inspection solution roadmap to address their current and future manufacturing needs.

Machine Vision System – Standard (MVS-S)

According to the 28 February 2018 report from World Semiconductor Trade Statistic (WSTS), the worldwide semiconductor market
was up 21.6% in 2017 to US$412 billion, an all-time high.

MVS-S grew in tandem with the semiconductor market by more than 30% in sales in FY2017, driven by higher market demand,
enlarging market share and broader high-end product acceptance from the back-end semiconductor assembly and test customers.
With 3 new models launched in 2016 / 2017 i.e. VR20i, VR20Li and VR20XLi, Post Seal Vision Handler grew by more than 150%
through increasing customers and repeat orders.

Machine Vision System – Tray based (MVS-T)

FY2017 saw a record-breaking improvement in sales, up 53% as compared to FY2016. New Products Introduction (NPI) contribute
19%, whereas new customers contribute 32% of our revenue respectively. Existing customers also experienced capacity ramp-up
during the year due to growth in demand for new semiconductor applications, e.g. automotive, Internet of Things (IoT) and peer-
to-peer network.

Moving forward, MVS-T continues to seek out opportunities to further develop and grow our market share in high potential markets,
e.g. China, Vietnam, etc. by forging strategic alliances and partnerships with effective partners. We have also commenced strategic
partnerships with selected IDMs to jointly-develop solutions during NPI stage in order to improve our time to market. We expect
these strategic initiatives will contribute positively to MVS-T’s revenue in the coming years.

Automated Board Inspection (ABI)

FY2017 finished with excellent results where revenue from all key markets expands with gradual growth from quarter to quarter.
From IPC Global Assembly Equipment Market Report for 2017, the Q3 report says SPI & AOI growth rates in 2017 is at an average of
4.9% base on quarterly growth on sales in dollars while AXI growth rates in 2017 is at an average of 30.8% base on quarterly growth
on sales in dollars. ABI has now reached almost 200 active customers with 30 new customers added into the clientele database
for strong base of future growth in market segments of automotive electronics, telecommunications, consumer products and
computing. In preparation for future growth markets, ABI has also increased customers in the medical and healthcare, military,
industrial products, mobile devices and semiconductor for its new product development and introduction of new products to
prepare for future growth.

24 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
MANAGEMENT DISCUSSION AND ANALYSIS

Automated Board Inspection (ABI) (cont'd)

Automotive electronics growth and the increase of requirement to use AXI for full product inspection has been well accepted
in many top brands of electronics vehicles manufacturers worldwide especially from USA and China. ABI continue to invest in
resources to cater for more products types to be used in electronic vehicles as the trend for faster and higher accuracy is needed
to increase reliability and safety of the products under the automotive regulations.  

In the same context of safety and reliability but in the segment of medical & healthcare and military products, V810i series gets
a big traction and confidence in the USA as the official replacement of the previous 5DX model. New customers are generated
here with better specifications required as a replacement model. On another context of speed requirement for complex and
dense product such as the telecommunications, many of these companies whom have already rolled out 4G are now preparing
for 5G products NPI test with V810i series as well. Boards and products becomes complex and the increase in reliance in 3D AXI
compared to offline X-Ray. 5G roll out will continue in 2018 until 2021.

Another successful product in ABI which is the V510i Optimus 3D AOI, the market acceptance of better technology and value
differentiation of 3D AOI technology brings to manufacturers giving the whole worldwide market confidence where the wave of
changing from 2D to 3D AOI was very significant in 2017. In this year, the sales of 3D AOI is more than 50% of the total AOI volume
compared to only 27% in 2016. We see 3D AOI upgrade kits from ViTrox ABI will also gain traction from our strong 2D AOI install
base to choose this upgrade path instead of landing ViTrox into a competition environment with other competitors. In 2018, many
NPIs will be introduced under the 3D AOI platform to cater for a broader market segment who needs 3D inspection with models
such as XXL, Duo, FDL, FDL325, X52 and CCI.

Robotics, a new hype but gaining big attention in the industry with the increase demand in complex and 4 to 6 axis automation are
the next wave. Foreseeing this trend coming soon since 2015, ABI has invested R&D resources on 2 new models, V910i and V920i
for the all-in-one measurement and cosmetic inspection robotic vision inspection system. Another new model in the same family
is V9i which is a robotic arm with vision inspection module for ease to use and fast programming for electronics manufacturing
conformal coating inspection process. 

Technology development and international sales and service presence will continue to help ViTrox to expand its market position
and achieve long term partnership with customers worldwide.

BUSINESS STRATEGIES

ViTrox's business strategies always focus on achieving long term business sustainability. Our business decision is made based
on a few but importance criteria i.e. (1) “Customer Oriented” - what can we add differentiated values to our customers' success;
(2) “Kaizen” - how can we continuously improve our products and services to meet or exceed our customers' needs consistently
and (3) “Stay Focus” on what we can do best i.e. automated vision inspection and embedded electronics technologies and aim to
become the number 1 or number 2 player in the world.

With this, ViTrox will continue to focus the investments and resources on research and development in automated vision
inspection and embedded electronics technologies supporting Industrial 4.0 and smart manufacturing, on-going global market
expansion through strategic channel partners particularly in high growth regions such as China, India and Southeast Asia, product
diversification to adjacent high growth markets as well as business process optimization through lean implementation across all
operations in the organization.

The world is now moving toward more connectivity and artificial intelligence. This convergence will drive more demand for smart
electronics devices and equipment, powered by advanced semiconductor chips and sophisticated electronics systems. All these
trends will trigger more adoption of advanced robotic and automation in manufacturing environment across many industries,
in which machine vision inspection and embedded electronics technologies are the key components to make it successful.
Furthermore, digitization of customers’ manufacturing processes and increasing connectivity between individual machines in
the manufacturing will further drive the adoption of Industrial 4.0 initiatives in Contract Manufacturer (CM), EMS and Original
Equipment Manufacturer (OEM) for productivity improvement. ViTrox is in a very good position to tap into this opportunity to offer
advance and smart inspection solutions to optimize the productivity of the current and future smart manufacturing.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 25
MANAGEMENT DISCUSSION AND ANALYSIS

Market Outlook

According to the WSTS report dated 28 February 2018, the year 2018 is forecasted to be strong with 9.5% growth to US$451 billion
after a 21.6% growth to US$412 billion in 2017.

The largest growth in 2018 is expected across memory, optoelectronics, and logic with all products contributing to growth. All
regions are forecasted to remain growth in 2018. The growth is driven by improving demand for key electronics equipment from
the automotive and industrial applications as a result of Industrial 4.0, moderating but continuing strong memory and slight
improvement in global economic growth. IMF forecasted worldwide GDP growth of 3.9% in 2018. The biggest GDP growth will
come from India (7.4%), China (6.6%) and the emerging and developing Asia (6.5%) in 2018.

Similarly, SEMI forecasted a 7.5% growth in the semiconductor equipment market, amounting to US$60.1 billion after a 35.7%
growth in 2017. SEMI forecasted that in 2018, equipment sales in China will climb the most, 49.3%, to US$11.3 billion, following
17.5% growth in 2017.

SEMI Year-End Semiconductor Equipment Forecast


Source : SEMI (www.semi.org), December 2017
$70
$60.10
$60 $55.93

$50
$41.23
US$ Billions

$37.50 $36.53
$40

$30

$20

$10

$0
2014 2015 2016 2017F 2018F
China 4.37 4.90 6.46 7.59 11.33
Europe 2.38 1.94 2.18 3.43 3.79
Japan 4.18 5.49 4.63 6.02 6.24
Korea 6.84 7.47 7.69 17.89 16.88
North America 8.16 5.12 4.49 5.57 7.38
SEA/Row 2.15 1.97 3.55 2.81 3.23
Taiwan 9.41 9.64 12.23 12.62 11.25

New equipment. Totals may not add due to rounding

In addition, according to a market report published by Transparency Market Research titled “Surface Mount Technology Equipment
Market – Global Industry Analysis, Size, Share, Growth, Trends and Forecast, 2018 - 2026”, the global SMT equipment market is
expected to reach a value of US$8 billion by 2026. The market is estimated to expand at a CAGR of 4.5% during the forecast
period from 2018 to 2026. By end user market, consumer electronics is leading the market with the CAGR of over 4% and reaching
approximately US$2 billion in the near future, followed by industrial and automotive.

26 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
MANAGEMENT DISCUSSION AND ANALYSIS

ViTrox's Outlook

The positive market outlook in the semiconductor and electronics manufacturing sectors in the 2018 coupled with ViTrox's strong
line-up of Industrial 4.0 innovative, advanced and cost effective machine vision inspection products and dedicated sales channel
partners worldwide, ViTrox is ready to ride on the mega trend of autonomous driving, big data analytic, IoT and artificial intelligence
to capture bigger market shares in both sectors in the next few years.

At ViTrox, we believe that the demand for our smart vision inspection machines in the semiconductor and electronics manufacturing
sectors will continue to grow, thanks to the increased complexity of semiconductor packages and the miniaturization of consumer
electronics products, will require more and more inspection capabilities to ensure better product quality and the adoption of
Industrial 4.0 by many customers to improve productivity and operation efficiency.

With the machine to machine communication capability makes available in most of our advanced inspection systems and other
equipment in the manufacturing, our focus for inspection machine is now shifted from defect identification to defect prevention
through real time machine data monitoring and analysis. ViTrox inspection machines are now equipped with smart features to
cater for the needs of our customers in supporting the Industrial 4.0 for higher output optimization.

With its 17 years of unwavering focus on automated vision inspection and embedded electronics technologies for the semiconductor
and electronics manufacturing industries, ViTrox is well-positioned as a competitive and leading edge smart vision inspection
solution provider of advanced 2D & 3D optical and X-ray inspection equipment for the semiconductor back-end manufacturing as
well as electronics manufacturing companies around the world.

Coming from an all-time record year in 2017, we are optimistic that the growth momentum will continue to sustain in the
foreseeable future. Growth catalysts include new semiconductor applications and demand for automotive, consumer, IoT, big
data analytics and peer-to-peer networking. In the traditional mobile and computing space, we expect demand to sustain with
routine product replacement cycles and incremental hardware upgrades to support cloud and enterprise computing requirements.
This semiconductor mega-trend will lead to the exponential growth of new IC (integrated circuits) product design and packaging,
e.g. sensor type with high product mix composition for IoT and wearables, and large-size IC dimension to support enterprise /
cloud computing. However, potential headwinds that may temporary disrupt this growth uptrend cycle include credit tightening,
geopolitical risks, trade wars and bursting of investment bubbles.

In 2018, our growth initiative is governed by five key factors. First is to expand into the market that we are not addressing formally
by partnering with new Sales Channel Partners to gain new market shares from India's EMS, China's OEM, China's CM and Europe's
automotive customers. Our second growth initiative is to ride on the wave of the new customers added in 2017 for 3D AOI and
3D AXI. With the winning of Approved Vendor List from these accounts, we expect the sales volume of the 3D AOI and 3D AXI will
further grow by 30% and 15% respectively in 2018.

Besides, we will venture into the new high growth market segment in Semiconductor back-end, Precision Mechanical parts and
LED with full blown 3D automated inspection solution. Finally, we will actively promote our Advanced Robotic Vision solution with
the NPI product V910i, V920i and V9i.

Adoption of Industrial 4.0 into the electronics manufacturing industry creates great opportunities for our advanced 2D & 3D vision
inspection equipment. Armed with V-ONE cloud based “Software as a Science” (SaaS) tool that comes with machine to machine
connectivity & communication, data analytic and self-learning capability, our customers now can reap the benefits of Industrial
4.0 where key manufacturing and equipment information is made available easily everywhere, anytime via dashboard that can
be self-customized according to customers' requirements. In addition, predictive analytics, alert trigger plan and ticketing trigger
system are core features available in the V-ONE application that will further boost customers' productivity and effectiveness in
their manufacturing floor.

Apart from the above, in the next few years, ViTrox business strategy will be shifted from purely organic growth to pursuing both
organic growth and mergers and acquisitions to increase total addressable market and technological breakthrough.

With ViTrox long term and strategic initiatives and investment in the new data centric era, ViTrox is ready to capture the growth
opportunities brought about by the Industrial 4.0.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 27
MANAGEMENT DISCUSSION AND ANALYSIS

PEOPLE ORIENTATION

As a people oriented organization, our mission to uplift our people's wellbeing will continue. Various meaningful programs and
activities were carried out in 2017 to achieve this mission.

As a Malaysian company, we pride ourselves to be able to create high value jobs to more Malaysians, so that we can help to improve
the country's economy toward a developed country. In 2017, more than 40 new faces, with engineering, science and business
disciplines, joined ViTrox family, making the total headcount to 483 from 441 a year ago, to support the business expansion and
NPI. Besides, our industry-academic program attracted more than 100 interns from local and overseas universities to undergo
their training in various departments at ViTrox for a period of 3-6 months. To support diversity in workplace, we collaborated with
Talent Corporation to organize a Women Career Fair in Sunway Carnival Mall, Penang in May 2017 to extend our job opportunities
to women. We encourage more women to return back to the workforce, in supporting the nationwide initiative to increase more
diversified workplace in Malaysia.

Meantime, ViTrox participated and sponsored various nationwide science and technologies programs in 2017 such as Innovate
Malaysia Design Competition, “Hack2hired” Software Hackathon, Artificial Intelligence Hackathon, International Advanced
Robotics Competition and Penang International Science Fair. Through our financial and technical support and participation in
these programs, we hope more young generation will be inspired and aspired to be future scientist, engineer or programmer in
building our nation to be a high income developed country in years to come.

Learning & Development

With the increasing rapidity of change and technology advancement, we witness the emergence of learning culture in many
organizations. Learning culture emphasizes on enhancing employees’ capabilities through continuous sharing of knowledge and
learning from one another. Training and development has become a vital part to support ViTrox's long-term growth strategy. Over
the years, ViTrox has invested tremendously, in term of financial and man hours, to develop and grow our talents. In 2017, ViTrox
invested over half a million ringgit pool fund to develop our employees. The total learning hours of ViTroxians has increased by
10% to 19,121 hours in 2017 from 17,326 hours in 2016.

Aside of that, we recognize the fact that technical skill training and soft skill training are equally important to the progression of
employees’ professional development. In 2017, we had organized a total of 107 technical skill training and 70 soft skill training.

Today, learning can no longer be restricted to only typical and conventional classroom style training. Learning has to be ongoing,
sustainable and dynamically progressive. With the readiness of internal support system, we have also launched e-learning platform
which offers an alternative for our employees to learn new knowledge and skillsets at times they prefer. This blended learning
approach allows our employees the freedom to learn at their convenience and at a pace that is right for them. Not only do we have
in-house content development, we also make sure to include up-to-date contents from professional external sources. Now, we
have a total 41 modules on technical skills and 19 modules on soft skills.

Ever since the inception of Centre of Excellence (CoE) for Machine Vision in 2014, we are geared to head spear the creation of an
ecosystem for advanced manufacturing technologies in Malaysia. It is our commitment to deliver advanced level of knowledge
and skills in the provision of Machine Vision technologies. As the industry is now moving progressively towards digitalization and
automation of manufacturing, we have also expanded our provision to share these expertise and knowledge with our local small
and medium enterprises (SME). Our center also hosted corporate visitation from government agencies like Malaysian Investment
Development Authority (MIDA), Ministry of International Trade and Industry (MITI) and Malaysia Productivity Corporation (MPC).
Since the inception, the CoE has connected approximately 1,000 SMEs and provided 324 trainings to these SMEs (more than 2,500
participants) over the period of 3 years.

28 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
MANAGEMENT DISCUSSION AND ANALYSIS

CORPORATE CONSCIENCE

As a value driven organization, we aim to create a meaningful workplace culture of Integrity, Accountability, Courage, Trust &
Respect, Gratitude & Care (IACTG) where our people strive to do right things by making a positive difference to the world through
technology breakthrough, innovation and compassion. ViTrox is determined to make a positive social impact in the community we
operate in with loving kindness through our corporate conscience programs that reach out to different areas including community
development, education and environmental protection.

For the year under review, we initiated a series of corporate conscience programs. Our serving was not limited to monetary fund
only as we also lent our time and effort to help bring about changes in others’ lives.

Community

Volunteerism is an integral part of ViTrox's employee self-cultivation path in developing a happy and purposeful life. For the year
under review, more than 100 ViTroxians collectively contributed more than 3,000 volunteer hours in various activities organized
by the nine volunteers' club within the Company. Externally, total of 169 volunteers (including friends and family members of
ViTroxians) dedicated about 1,200 hours in community and social activities, in which, the Company donated approximately
RM60,000 to various charity organizations through the V-Serve program. Besides, through 'A Good Deed a Day' program, we
encourage our people to contribute their small change to the bamboo bank, on a daily basis, to support the poor and the needy
in our society.

On the environment protection front, ViTrox encourages every employee to practice the habit of 5Rs (Rethink, Reduce, Reuse,
Repair and Recycle) in their daily life. We set-up recycle bins and collection center in ViTrox to facilitate the action. Every proceeds
we received from selling the recyclable items will be donated to charity organizations on regular basis.

Through the Corporate Social Responsibility (CSR) program, in FY2017, ViTrox donated approximately RM380,000 to support
various social and charity activities that include donation for the November 2017 Penang flood relief, donation for Syrian Refugee
Children, sponsorship for 'Run with Shades' organized by the Women Centre for Change (WCC), Penang and many other charity
activities.

Education

On the education front, ViTrox sponsored various events organized by universities, colleges and NGOs to support the initiative of
nurturing local young talents in Engineering & Science. These sponsored events include but not limited to the Innovate Malaysia
Design Competition, Software Hackathons, FaceHack 2017, BAR Camp 2017, Penang Young Entrepreneur Program, Penang Maker
Fair and Penang International Science Fair 2017, and IEEE RIO International Robotic Competition 2017.

Striving to be an organisation that cares for its community, ViTrox will continue to run the corporate conscience programs in the
focus areas to make positive contributions in the community that we operate in.

GRATITUDE FROM MANAGING DIRECTOR / PRESIDENT / CEO

2017 is a fruitful year for our people and our shareholders. We achieved 39.9% and 42.0% growth in revenue and profit before tax
respectively. We successfully doubled our revenue in 2 years from RM160.3 million in 2015 to RM327.5 million in 2017. ViTrox's
share price also hit a record high of RM6.47 on 21 December 2017 before settling at RM6.21 on the last trading day in 2017. The
share price grew more than 238% from RM1.83 as of 3 January 2017 to RM6.21 as of 29 December 2017. In summary, FY2017
was an excellent year for ViTrox, characterized by solid financial growth, superb execution and strong cash flow. This outstanding
achievement will not be possible without the full commitment, hard work and determination from our highly passionate and
IACTG-driven ViTroxians.

On behalf of the management team, my utmost gratitude goes to the Board, our customers, shareholders, business associates
and relevant government authorities who have helped us in many ways in 2017. I look forward to your continuous support in the
coming years.

I would like to express my sincere gratitude to my entire ViTrox team who shares the same mission in building a Malaysian global
technology company that continuously making positive impact to the world.

I am confident that we will have many more years of success and I look forward to continue working with all of you for the
betterment of our organization and the community we operate in. Thank you.

This statement was made in accordance with a resolution of the Board dated 18 April 2018.
VITROX CORPORATION BERHAD (649966-K)
ANNUAL REPORT 2017 29
HIGHLIGHTS OF 2017

8TH FEB 14TH - 16TH FEB


ViTrox formed Penang ViTrox participated in IPC
Automation Cluster APEX 2017
ViTrox officially announced its joint venture
partnership to form Penang Automation
Cluster Sdn Bhd (PAC). PAC is aimed to create 25TH FEB 25TH - 27TH APR
the first world-class SME precision metal
fabrication zone in Malaysia for SMEs, LLCs
Recognition to Worldwide ViTrox participated
and MNCs. Sales Channel Partner & at Nepcon China 2017
Suppliers
In tandem with Chinese New Year Celebration,
ViTrox Annual Dinner was held in KOMTAR with 25TH - 27TH APR
the performances & one of the highlights was
the recognition to worldwide top performing
ViTrox participated
Sales Channel Partners and Suppliers. at Semicon South East Asia 2017

22ND FEB
User Group Meeting (UGM),
San Jose

01 02 03 04 05 06
14TH - 16TH MAR
5th Year in a Roll Appearing in Semicon China 25TH - 28TH MAY
Women Career Fair
22ND MAR
ViTrox, One of The Best Suppliers
of ASE!
ViTrox had received the Best Supplier Award from the
world largest Outsourced Semiconductor Assembly
and Test (OSAT) player, Advanced Semiconductor
Engineering (ASE).

22ND & 24TH MAR


User Group Meeting (UGM), Suzhou & Shenzhen
19TH JUN
31 MAR ST
MK Technology Co. Ltd. -
User Group Meeting (UGM), Penang New Strategic Channel Partner
in Southern China

30 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
11TH NOV
HIGHLIGHTS OF 2017 ViTrox in The Malaysia Book
of Records
100 ViTroxians set foot on ViTrox Campus
2.0, exercising their green thumbs to plant
7 & 9 NOV
TH TH
landscape tree as part of 'Most Number of
ViTrox's 1st User Group Amenity Trees Planted Within 24 Hours' which
Meeting in Mexico! is organized by Penang State Government
(The Malaysia Book of Records). Each fellow
18TH JULY ViTroxians were also given a chance to place a
Undergrads tackled ViTrox pavement to signify a sense of their belonging
within that workplace.
challenges at Innovate 10TH NOV
Malaysia 2017 ViTrox's New Milestone in Sin Chew
Business Excellence Awards 2017

18TH SEP 7TH - 10TH NOV


Soft Launch of V-ONE ViTrox Divine action aid for
at MIDA Open Day! Penang Flood Relief
ViTrox was invited in participating MIDA Open A torrential downpour over the weekend on
Day, in conjuction with MIDA's 50th Anniversary 4-5th November has led to a disastrous flash 11TH - 12TH NOV
Celebration, ViTrox had presented it's latest flood in Penang. As a helping hand, ViTrox
software-based solution, V-ONE to promote to has internally initiated a flood relief program ViTrox sponsored & exhibited
wider and bigger market in Malaysia including sending ViTrox's Volunteers from different in Penang International Science
the local SMEs. divisions to help out the unfortunates.
Fair

14TH NOV
ViTrox received Global
Technology Awards in
Productronica Germany 2017

07 08 09 10 11 12
22ND AUG 4TH - 6TH DEC
ViTrox won the Gold award in US Product
TheEdge Billion Ringgit Club 12TH DEC Roadshow
4TH OCT 2017
2017 ViTrox Family Day
ViTrox won the Gold award in the “Highest Bronze Winner of
returns to shareholders over three years” HR Excellence Award 2017
category.

10TH OCT
ViTrox sweeping two MIRA
Awards
ViTrox was awarded the Best Company
for Investor Relations (IR) at Sime Darby
Convention Centre, Kuala Lumpur. The awards 30TH OCT
recognize the individuals and companies that
have shown excellence in implementing the
ViTrox and NationGate-Memorandum of
29TH - 31ST AUG field of investor relations (IR). Understanding Signing Ceremony
ViTrox exhibited at
Nepcon South China 2017

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 31
MEDIA NEWS

ViTrox and Pentamaster's Penang Automation Cluster Tech Stocks in Malaysia Hit 10-Year High,
to open in 2019 Buoyed by Chip Boom

Vitrox and Pentamaster's Penang Automation Cluster to Tech Stocks in Malaysia Hit 10-Year High, Buoyed by
open in 2019 Chip Boom
Wednesday, 8 Feb 2017
Tuesday, 18 Apr 2017

KUALA LUMPUR (Feb 8): The Penang Automation Cluster, a one-stop metal component supply chain hub initiative by Vitrox
Holdings Bhd and Pentamaster Corp Bhd, is expected to start operating in the first half of 2019. As growth in semiconductor usage underpins a 38 percent surge in Malaysian technology stocks, companies like Vitrox Corp.
are expanding.
Penang Chief Minister Lim Guan Eng said about RM980 million revenue is expected to be generated by large local companies
in the hub by 2021. The manufacturer of inspection machines for the semiconductor industry is building a 120 million ringgit ($27.2 million)
factory, quadrupling its output as Managing Director Chu Jenn Weng predicts another record year for earnings.
Lim told reporters that the spillover effect to the 18 small-medium enterprises (SMEs) under the cluster is estimated to be
more than RM118 million. Vitrox joins other Malaysian electronic service providers in expanding output to meet increased demand for chips, betting
orders will rise as global manufacturers invest in next-generation technologies such as artificial intelligence and the so-called
The cluster, which is the first SME precision metal fabrication or automation cluster in Malaysia, would serve as a one-stop Internet of Things. Global semiconductor revenue is forecast to jump more than 12 percent this year, according to Gartner
metal component supply chain hub for multinational companies (MNCs) and LLCs. Inc., one of the leading technology industry research and analysis firms.

It aims to further support and enhance the development of existing supply chain ecosystem of industries and services in the "We have already seen orders continuing to pick up since December and it has been very strong," Chu, 47, said in a phone
State, primarily those in semiconductor, electronic and electrical, medical devices, LEDs and avionics segments. interview last week. "2017 will be the beginning of a few good years in terms of semiconductors and electronics” as the
company’s pool of customers add on capacity, he said.
Yesterday, both Vitrox and Pentamaster announced that its jointly-owned Penang Automation Cluster Sdn Bhd with Walta
Engineering Sdn Bhd (PACSB) is acquiring a piece of 2.04ha land in the Batu Kawan Industrial Park on the Penang mainland
for RM3.52 million from state investment arm Penang Development Corporation.

They said once approval from the Department of Environment is obtained, the cluster would carry out activities including
precision engineering and sheet metal fabrication, tooling, machining, finishing and coating services.

Vitrox and Pentamaster each has 35% stake in PACSB while Walta Engineering holds the remaining 30%.

Meanwhile, Lim said Vitrox, Pentamaster and Walta are expanding their operations to Batu Kawan.

Vitros is expected to invest RM120 million in its new ViTrox Campus 2.0, and RM50 million each by Pentamaster and Walta
for their new facilities. "In terms of job creation, the cluster will create an estimated 500 skilled jobs, and qualified
employees will be given the opportunity to attend the German Dual Vocational Training (GDVT).

"The Penang government has invested RM6 million for the GDVT programme, the first of its kind programme in the
Malaysia’s skills training programmes," he said.

The cluster would be developed within the 8.1ha SME Village with construction expected to begin by the second half of 2017
and targeted to commence operations by the first half of 2019.

Lim noted that the electrical and electronic industry (E&E) remains amongst the most significant contributors to Penang’s
economy. The sector also contributed 36.7% of the total Malaysia’s exports in January – November 2016, an increase of 1%
year-on-year, against Malaysian exports in the corresponding period in 2015.

"The Semiconductor Equipment and Materials International (SEMI) recently forecast that the semiconductor market is
expected to grow by 11% in 2017 to reach US$41.1 billion, while the global automation market is expected to exceed
US$350 billion in 2020.

"These augur well for Penang’s key manufacturing sectors which also include medical devices, LEDs and avionics," he said.

At 4.13pm, Pentamaster dipped one sen or 0.61% to RM1.62 with 427,400 shares, giving it a market capitalisation of
Healthy Exports
RM237.4 million.
The Bursa Malaysia Technology Index climbed to its highest level since 2007 on April 6. It’s the best performing gauge out of
Vitrox went up three sen or 0.77% to RM3.91 with 17,100 shares transacted, valuing it at RM910.8 million.
10 industry groups and its advance compares to a 5.6 percent gain on the FTSE Bursa Malaysia KLCI Index.

Signs of health for the industry are evident in the nation’s overseas shipments. Malaysia’s exports in February jumped the
http://www.theedgemarkets.com/my/article/vitrox-and-pentamasters-penang-automation-cluster-open-2019
most in seven years boosted by a surge in demand for electrical and electronic products, which accounted for a third of total
shipments.

Vitrox has gained about 21 percent this year. Its peers including Malaysian Pacific Industries Bhd. and Globetronics
Technologies Bhd. have done even better, surging at least 45 percent in the same period.

Vitrox plans to double its workforce to 900 by 2019, said Chu, who first ventured into the business after working as an
engineer in Hewlett Packard Enterprise Co.’s Malaysian facility. About 25 percent of the company’s revenue is from Malaysia
and it also has customers in China, the U.S., Mexico, Taiwan and Europe, Chu said.

The company reported 63.7 million ringgit revenue for the three months through December, eight straight quarters of

伟特机构批准1配1派送红股
growth. Net income in 2016 was a record 65 million ringgit, data compiled by Bloomberg show. Chu said the company is not
ruling out any mergers and acquisitions that could complement its existing business.

“We are hungry for growth,” he said.

https://www.bloomberg.com/news/articles/2017-04-17/malaysian-tech-stocks-put-pedal-to-the-metal-on-chip-boom

伟特机构批准 1 配 1 派送红股
(槟城 24 日讯)伟特机构有限公司(VITROX,0097,科技组)召开 2017 年第 13 届股东大会,该集团
总裁兼首席执行员朱振荣说,大会批准 1 配 1 比例派送红股,以奖励股东持续支持。他说,董事局委任的艾
芬黄氏投资银行已在今年 5 月 17 日向大马证券交易所提交了该申请。艾芬黄氏之后宣布,大马证券交易所
已在 5 月 25 日致信批准了根据建议里所将派发高达 2 亿 3631 万股红股。

朱振荣说,伟特派送红股,将使现有股东能够以持有的伟特股份数量,更大幅度地参与公司股权,同时保持 The market leader of 3D AOI and 3D AXI breaks the


其股权比例,更完善地反映伟特集团目前的营运和资产规模,以及有望提升伟特股票在大马证券市场的流动 record of revenue in Q1/2017 of Americas region, with
a growth of more than 40 percents!
性。而这批红股的享有权益日期将有待决定。

另一方面,朱振荣提及伟特自 16 年前成立以来,在 2016 年创造了突破性的营业额和利润纪录。在截至


2016 年 12 月 31 日止财政年度,伟特营业收入高达 2 亿 3400 万令吉,与去年同期相比达到双位数增长至
46.0%。伟特成功的在 3 年内打破了另一个营业收入里程碑, 总收入高达 2 亿令吉。

他指出,伟特机构的税前利润为 6090 万令吉,增长 9.3%。经有关机构确定 Pioneer Status 的生效日期


后,伟特净利润也达到历史新高 6480 万令吉,呈现 46.3%的双位数增长。

朱振荣说,在截至 2017 年 3 月 31 日止首个财季, 伟特达到营业额高达 6960 万令吉,相较于 2016 年同一


季度的 5600 万令吉,成长了 24.2%,是自成立以来最高的营业额。 The market leader of 3D AOI and 3D AXI breaks the
他说:“与此同时,税前利润亦从 2016 年的 1100 万令吉成长 75.4%至 1930 万令吉。今年的利润大幅 record of revenue in Q1/2017 of Americas region, with
成长主要是归功于自动化检测系统(ABI)。此增长主要是来自先进 X-Ray 检测系统以及先进光学检测系统 a growth of more than 40 percents!
的强劲需求。自动化检测系统(ABI)收入比上年同期增长 40.5%。”朱振荣说,伟特机构对 2017 年的成
长前景,保持着非常乐观的展望。
July 12 2017 – ViTrox Technologies, the market leader of innovative, advanced and cost-effective automated vision
inspection systems and equipment for the semiconductor and electronics packaging industries, proudly announce that it
伟特工业园第 3 季启用 breaks the record by achieving 40 percent growth of revenue for the quarter ended March 31, 2017, against corresponding
period of the preceeding year for US region.
朱振荣说,伟特机构之前投资 1 亿 2000 万令吉来发展第一阶段的峇都加湾工业园 2.0,将于今年 10 月至
The revenue coming from US region mostly contributed by the best selling products of ViTrox, Advanced 2D/3D Optical
11 月期间启用。 Inspection System (AOI) and Advanced X-Ray Inspection System (AXI). The market demand is huge in US and Mexico
region, especially in the fields of EMS, Aerospace and also Automotive.
伟特工业园 2.0,建筑面积大约 45 万平方尺,坐落在峇都加湾工业园区,毗邻 Ikea 和 Temasek 高科技园 In 2016, the total revenue of ViTrox recorded at RM 234 Million and the revenue which contributed by US region is 16%,
区,并且与 3 家大学相近。新工厂将会作为伟特科技新总部以及伟特创新中心,研发和创造世界一流的机器 equivalents to RM 37 Million. It successfully broke another revenue milestone of RM200 Million within three years. It boosts
up ViTrox’s confidence in achieving another brand new record of revenue for 2017!
视觉方案和嵌入式系统以为多元化市场提供服务。新总部也将会包括机器视觉检测卓越中心,以培育最优秀
的人才以及世界级科技企业家。 ViTrox is expecting to have the linear growth of revenue from quarter to quarter in 2017 for US region. ViTrox will continue
to develop new technologies and expand product offerings to fulfill the needs of the market.

他说,伟特工业园 2.0 目前正在施工中,预计将在今年第 4 季度完成第一阶段的工程。出席伟特股东大会者


有:董事主席拿督斯里丘光宪博士、首席财务总管林金成、执行董事杨学宏、独立董事蔡佩嬑及萧国栋等。
http://globalsmt.net/industry_news/vitrox-the-market-leader-of-3d-aoi-and-3d-axi-breaks-the-record-of-revenue-in-q12017-of-americas-region-with-a-growth-
of-more-than-40-percents/

http://www.kwongwah.com.my/?p=344123

32 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
MEDIA NEWS

ViTrox and NationGate Memorandum of ViTrox investing RM130mil to expand ops


Understanding Signing Ceremony
ViTrox and NationGate Memorandum of Understanding
Signing Ceremony
30th October 2017 - KUALA LUMPUR, October 30 – The Memorandum of Understanding (MOU) signing ceremony between
ViTrox Corporation Berhad and NationGate Solutions (M) Sdn. Bhd was held on 30th October 2017 at Malaysia Industry
Development Authority (MIDA) Office, Kuala Lumpur, Malaysia. Mr. Chu Jenn Weng, President and CEO of ViTrox
Corporation Berhad, Mr. Foong Chee Leong, Business Development Director of NationGate Solutions (M) Sdn. Bhd signed
the MOU and was witnessed by Yang Berhormat Dato' Sri Mustapa bin Mohammed, Minister of International Trade and
Industry (MITI) and Yang Berbahagia Dato' Azman Mahmud, Chief Executive Officer of Malaysia Industry Development
Authority (MIDA). Vitrox investing RM130mil to expand ops
Tuesday, October 10, 2017

GEORGE TOWN: Vitrox Corp Bhd

will invest RM130mil to expand its operations this and next year in view of the growing demand for its test equipment and
systems.

Group chief executive officer Chu Jenn Weng told StarBiz that about half of the capital expenditure would be for 2017, and
the remainder for 2018.

“The group has so far experienced nine consecutive quarters of growth since the first quarter of 2015.

“We are optimistic about next year and if there is a need, we will increase the allocation for expansion in 2018,” he said.

According to Chu, the important growth segments are the automotive and telecommunication infrastructure industries.

Sales of global light vehicles are expected to reach 93.5 million this year, a growth of 1.5% over 2016, according to a IHS
Market report.

“The report expects China to continue to be the world’s largest car market for the foreseeable future, and has upgraded its
2017 China forecast to 28 million units,” Chu said.

The MOU highlights the collaboration between ViTrox and NationGate on the implementation of ViTrox's V-ONE Smart He added that the demand for data in the telecommunications industry is growing at an accelerated pace.
Manufacturing software at the SMT line in NationGate. The implementation of V-ONE will improve real-time information for
all critical SMT machines for analysis and preventive maintenance. The implementation is also targeted to achieve at least According to the Cisco Visual Networking Index, global mobile data traffic grew 63% in 2016.
30% downtime improvement through the adoption of V-ONE.
The report said global mobile data traffic would increase seven-fold between 2016 and 2021, growing at a compounded
During the implementation period, ViTrox and NationGate will exchange information and share best practices and annual growth rate of 47% from 2016 to 2021, reaching 49 exabytes per month by 2021.
benchmarking information knowledge as well as enhancements and expertise in relation to the adoption of V-ONE Smart
Manufacturing Platform, with the aim to further improve the performance of V-ONE and move the entire operation closer to Meanwhile, research and advisory firm Gartner forecasts that 8.4 billion devices will be connected to the Internet by 2017,
Industrial 4.0 environment. up 31% from 2016, and the figure will reach 20.4 billion by 2010.

Penang Automation Cluster Sdn. Bhd (PAC) Memorandum of Understanding Signing Ceremony with 3 SMEs (Allstar, “The total spending on endpoints and services will hit almost US$2 trillion in 2017,” Chu said.
Mercury, Hock Tech)
In the first half of 2017, Vitrox shipped out 1,036 machine vision system products and 18 machine vision tray handlers.
The second session of MOU signing ceremony was conducted between Penang Automation Cluster Sdn. Bhd. (PAC) and 3
SMEs namely Allstar Manufacturing Sdn. Bhd, Mercury Precision Components Sdn. Bhd and Hock Tech Engineering Work.
“We shipped out 106 units of advanced optical inspection and advanced x-ray inspection equipment for used in the electronic
The signing was participated among Mr. Chuah Choon Bin, Director of PAC, Mr. Goh Kheng Sneah, Director of PAC, Mr. Lim
assembly industry,” he said.
Wei Yee, Operation Director of PAC with Mr. Lee Jack Son, Managing Director of Allstar Manufacturing Sdn. Bhd, Mr. Philip
Vincent, Managing Director of Mercury Precision Components Sdn. Bhd and Mr. Ooi Teik Wei, Director of Hock Tech
The equipment is used primarily in the automotive, telecommunication infrastructure, consumer electronics and medical
Engineering Works.
industries.
The purpose of this MOU is to enable PAC to understand more about the fabrication set-up by the SMEs to facilitate the
structural and operational design of the SME cluster building. The linking of these SMEs will further enhance the exchange of
“Only 1% of our shipment goes to the smart device segment. We are, therefore, not subjected to the volatility of sales in
information with PAC, to share the best practices and benchmarking information knowledge, tools, equipment as well as the smart device market.
expertise in relation to machining fabrication. Apart from wider range of information opportunities, this partnership also
allows exchange of ideas in developing an Industrial 4.0 smart manufacturing operation within the cluster premise of SMEs. “The second half of 2017 should see double-digit growth for all the four sectors over the same period last year and also the
first half of this year,” he said.
PAC’s principal activities are providing Technological Design, Research, Value Added Engineering Development, Metrology
Shared Services, 3-D prototyping, Smart Manufacturing System and Technical Training to the Automation Cluster According to Chu, the United States, Mexico and Brazil are Vitrox’s key markets, contributing about 25% of the group’s
Companies specialized in the area of Design, Development and Manufacture of high precision metal fabrication components, revenue.
modules and systems for semiconductor, electronics, automotive, aerospace and other high growth industries in the region.
“Europe’s contribution is 5% while China, Taiwan, Japan, South Korea, India and the rest of the world generate the
Nevertheless, carrying out common projects of interest in the promotion of PAC Cluster, will further support and enhance remainder,” he said.
the development of existing supply chain ecosystem of the industries and services in the state, primarily those in
semiconductor, electronic and electrical, medical devices, LEDs and avionics segments. http://www.thestar.com.my/business/business-news/2017/10/09/vitrox-investing-rm130mil-to-expand-ops/

The cluster is expected to be achieving a total Large Local Companies’ (LLC's) Revenue of RM980 million by 2021 and the
spillover effect to the 18 SMEs in the cluster estimated will be more than RM118 million.

Corporate Profile - Penang Automation Cluster Sdn. Bhd.

In early February 2017, ViTrox Corporation Berhad (ViTrox), Pentamaster Technology (M) Sdn Bhd (Pentamaster) and Walta
Engineering Sdn Bhd (Walta Engineering) announced its joint venture partnership, known as Penang Automation Cluster
Sdn. Bhd. (PAC) to create the first world-class SME precision metal fabrication cluster zone of its kind in Malaysia as a one-
stop metal parts supply chain hub for local Small and Medium-sized Enterprises (SMEs), Local Large Companies (LLC) and
Multinational Corporations (MNC).

The first phase of the cluster will be developed on a 5-acre land, resides within the SME Village. The first phase will consist

Malaysia maintains 5 companies on Forbes Asia's


linking of factories catered for 18 SMEs specialized in fabrication, tooling, machining, finishing and quality control, with
factories of size between 7,000 to 10,500 sq. ft. each. It will also encompass an integrated factory concept with lean
manufacturing system, shared service and gated facilities.

The SME cluster is aimed to expand local SME capabilities to meet the world-class standard to support the higher value
chain ecosystem championed by LLCs and MNCs. Its collaborative effort also serves as one of the key success factors to
‘Best Under A Billion’
attract high impact foreign direct investment (FDI) and to support the long-term economic growth of various technology
sectors and industries in Penang and Malaysia, particularly the semiconductors, electronics, aerospace, medical device and
automation industry.

ViTrox, Pentamaster and Walta Engineering will also be expanding their operations to the Batu Kawan Industrial Park with a
total RM220 million investments. ViTrox will be investing RM120 million on a new ViTrox Campus 2.0, Pentamaster and
Walta will also each invest RM50 million on their new facilities at Batu Kawan Industrial Park.

The formation of PAC is to support the local SMEs and to base the SMEs within SME Village in Batu Kawan Industrial Park.
PAC will build 18 units for 18 SME cluster companies in the SME village complete with state-of-the-art machinery and
equipment. With 18 SMEs cluster companies based in PAC, it will attract more MNCs to invest in Penang as they will be able
get access to a world-class metal component supply chain.

Malaysia maintains 5 companies on Forbes Asia's ‘Best


Under A Billion’

ViTrox celebrates strong sales in Mexico and 2 years 27 July 2017

partnership with SMTO! KUALA LUMPUR (July 27): Malaysia has maintained its list of 5 companies in the annual “Best Under A Billion” list by Forbes
Asia.

The “Best Under A Billion” list highlights 200 leading stock-traded companies in the Asia Pacific region, with annual
revenue between US$5 million and US$1 billion.

Five Malaysian companies made it to the list in 2017, and the country maintained its list of five companies this year. The
Malaysian companies that made the cut were Elsoft Research, Kerjaya Prospek Group, My E.G. Service, Pentamaster Corp
and ViTrox Corp.

“The resulting 200 produced the highest sales and earnings per share growth for both the most recent fiscal one and three-
year periods, and the strongest five-year average return on equity,” Forbes Asia said in a statement today.

ViTrox celebrates strong sales in Mexico and 2 years Forbes Asia said from a universe of 18,000 candidates, roughly 875 passed its criteria for profitability, growth and modest
indebtedness.
partnership with SMTO! "We excluded companies thinly traded, those trading less than a year and those with worrisome accounting, management,
ownership or legal troubles. The resulting 200 produced the highest sales and earnings per share growth for both the most
July 28 2017 – ViTrox Technologies, the market leader of innovative, advanced and cost-effective automated vision recent fiscal one and three-year periods, and the strongest five-year average return on equity," the statement added.
inspection systems and equipment for the semiconductor and electronics packaging industries, pleased to announce that the
revenue contributed by Mexico from 2015 to 2016 has increased by 108%, against corresponding period of the preceding China featured the highest number of 70 companies this year (but down from 98 last year), followed by Japan, Taiwan and
year with the strong support from Sales Channel Partner, SMTO. South Korea. Japan however had the highest increase of 38 companies, from 13 last year, while South Korea had 20
companies, from 16 last year.
ViTrox started the partnership with SMTO since June, 2015. SMTO had doubled its employee headcount within 2 years.
ViTrox is glad to have SMTO as SCP as ViTrox’s revenue contributed by Mexico region is growing stronger year by year. The Overall, consumer products and services companies have been on the rise on the list, reflecting a shift towards a consumer
strong demand of ViTrox’s best selling products, V510i Advanced 2D/3D Optical Inspection System (AOI) and V810i economy, Forbes Asia said.
Advanced X-Ray Inspection System (AXI) has brought the overwhelming sales and response in Mexico! SMTO has
contributed significantly in making this happen!
Tim Ferguson, Editor of Forbes Asia, said: “The better showing by Japan and South Korea is heartening, but the continued
scarce presence of companies from most economies of Southeast Asia should give pause to everyone there — capital
Other than these two hot-selling products, ViTrox had launched the new series of products, Advanced Robotic Vision
markets, entrepreneurs and those who count on future job creation.”
Inspection System (ARV), V910i and V920i, as well as the solution-based product, V-ONE, the real-time production
monitoring system. Besides, ViTrox also offers Vision Inspection Systems, Post Seal Handler and Tray-based Vision Handler
for back-end semiconductor.
http://www.theedgemarkets.com/article/malaysia-maintains-5-companies-forbes-asias-best-under-billion
ViTrox’s Sr. Vice President and General Manager, Mr. Wee Kah Khim says, “With the collaboration effort of ViTrox team and
SMTO team, we have achieved the remarkable result for Mexico region. We are grateful and honored to engage SMTO as our
SCP. We will continue to maintain the good partnership with SMTO and work hand in hand for another record breaking
revenue achievement for Mexico region”.

Managing Director of SMTO, Mr. Alejandro Olivar says, “The partnership with ViTrox was an incredible adventure in these
first two years. We had been focused on helping ViTrox to maintain the current base of customers with the 1st class support
and consulting that ViTrox has, and to increase the market share with new satisfied customers. We will continue with our
compromise to exceed ViTrox’s goals in Mexico”.

For more information about ViTrox or enquiry, please visit www.vitrox.com or contact enquiry@vitrox.com

http://globalsmt.net/industry_news/vitrox-celebrates-strong-sales-in-mexico-and-2-years-partnership-with-smto/

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 33
SUSTAINABILITY STATEMENT

SUSTAINABILITY AND OUR BUSINESS Accountability (承担) 


This is the self-commitment to do the right thing and stand by
ViTrox Corporation Berhad (“ViTrox”, or the “Group”) recognises the decision. We take ownership of a committed task and its
that the stability and growth of our business is interconnected outcome, and are willing to take extra steps to achieve a desired
with the sustainability of the economies, the natural result. Accountability makes us a credible person. (不只把事
environment, work place and the communities in  which we 情做完,更把事情做好)
operate and vice versa. Therefore, we are committed to being
a responsible company and making a positive contribution to Courage (勇气)
society and the environment. We have the strength to face and overcome whatever
difficulties we encounter along the way, and are willing to stand
The core of sustainability of our business in Malaysia is founded in front of everyone during a crisis and say ‘I will do it!’. We dare
on ethical business practices and effective governance. In to challenge the status quo, make changes for the better and
this respect, we vow to work with customers and suppliers to think out of the box. With ‘Courage’, we stand strong in front of
operate responsibly and create an engaging workplace for our adversities and never back down.
employees. This helps us to inspire trust in our products and
services, develop strong relationships with our stakeholders, Trust & Respect (信任与尊重)
and create long-term value for society and our business. We communicate openly and candidly with each other and
extend our respect and team spirit to customers, partners,
Certainly, there are challenges having sustainability as part of suppliers and the communities in which we live and work. We
our key business priority but we continue striving to manage the treat everyone as an individual and, hence, we respect and
on-going challenges and constantly liaise with our stakeholders recognize each individual for their unique talents. We believe
to understand their views and regularly in touch with the latest that people want to do a good job and will do so, given the
legislative and regulative updates. proper tools and support.

CORE VALUES Gratitude & Care (感恩与关怀) 


Gratitude gives us a positive and wonderful view of life and
leads us to actualize our true values. We can dissolve thoughts
ViTrox’s core values, I.A.C.T.G.- The Power of 5, represents the
of fear, self-doubt, worry, anger and depression by having a
fundamental principles of ViTrox’s shared values that guide us
grateful mind. We feel grateful every day for the continuous
to think, talk and do the right things every day in the pursuit of
support and contributions from our customers, colleagues,
both individual and company greatness.  suppliers and our communities. We serve our customers,
colleagues, suppliers and our communities with a caring heart
'I.A.C.T.G.'  is the acronym for  'Integrity', 'Accountability', and by paying attention to feelings and needs. “How can I help?”
'Courage', 'Trust & Respect', and 'Gratitude & Care'. is the common language we use at ViTrox to show that we care
and to help others who are in need. Through our caring culture,
we improve our organization daily and are continuously working
to build a happy and meaningful organization.

SUSTAINABILITY GOVERNANCE

ViTrox’s Enterprise Risk Management (“ERM”) framework


provides the necessary policies, structure, targets and reporting
systems to address the material risks and opportunities
and we have been systematically embedding sustainability
principles throughout our operations. The ERM is headed by
an Executive Director, Mr. Yeoh Shih Hoong and its committee
comprises of remaining Executive Directors of ViTrox (“Risk
Management Committee”). This Committee will be supported
by representatives from various department heads (“Risk
Management Working Group”). Any findings and discussion of
the ERM are reported to the Audit Committee.

Integrity (诚正信实) The Risk Management Committee and Risk Management


Integrity means Sincerity (真诚), Righteousness (公正), Working Group are responsible for materiality assessment and
Faithfulness (正信) and Honesty (踏实). It is about doing the undertake role for identifying, evaluating and monitoring of
right thing, even if nobody is watching. We treat others fairly, sustainability initiative and action, execute and implement the
with a sincere heart and the way that we want to be treated. sustainability initiatives that are aligned to the Group’s vision,
By cultivating these inner qualities, we will live in harmony and mission, objective and strategies.
always be respected by others.

44 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
SUSTAINABILITY STATEMENT

SUSTAINABILITY GOVERNANCE (cont'd)

The scope of our Sustainability Statement covers the period from 1 January 2017 to 31 December 2017 and the reporting boundary
for the time being is mainly focused on the Malaysian operation.

We have yet to formalise a Sustainability Committee at the date of this report. But we shall be working towards this and shall
compile and incorporate the sustainability-related risk into our corporate risk register by end of the financial year ending 31
December 2018. Nevertheless, from the various accreditations that we have achieved over the years, it is obvious that we have
indeed started our sustainability journey which is divided into three (3) key areas:

i. Economics
ii. Environmental
iii. Workplace

MATERIALITY

The most material matters to our business were determined from an analysis of internal documents, internal process, peer reviews
and our risk register.

We review sustainability-related risks periodically as part of our risk assessment. This process is to ensure our sustainability
practice continues to address our key sustainability concerns. Our risk register evolves to keep pace with legislative requirements
and industry best practices while addressing stakeholders’ interests.

Top 5 operational risks and 5 non-operational risks had been reported by the Risk Management Committee to Audit Committee
during the year 2017. We have taken necessary steps to mitigate most of risks.

STAKEHOLDER ENGAGEMENT

We believe that maintaining a good degree of communication and understanding with all the internal and external stakeholders
involved is highly essential in our journey to be a good corporate governance and reputable sustainable business entity. Hence, the
Company recognizes the need to conduct a continuous dialogue and information sharing with the relevant stakeholders in a timely,
effective and transparent manner. A summary of the stakeholder groups, the sustainability topics, and the type of engagement
with frequency are listed as below:

Stakeholders Sustainability Topics Type of Engagement Frequency

Customers • Product quality and performance • Customer satisfaction survey On-going


• Sustaining long term relationship • On-site visits at ViTrox’s premises On-going
• Customer audit, if any On-going
• Exhibition and road show Annually

Employees • Health and safety • Volunteer Program On-going


• Communication and engagement • Training and development On-going
• Working environment • Formal meeting and discussion On-going
• Career development and training • Employee feedback (My voice) On-going
• Business performance review • Employee satisfaction survey Quarterly
• Employee Suggestion Program Quarterly
• Appraisal and performance review Annually

Investors / Shareholders • Business performance • Corporate website On-going


• Operations • Investor relationship channel On-going
• Quarterly financial results Quarterly
• Quarterly analyst briefing Quarterly
• Annual Report Annually
• Regular meetings and correspondence As required
• Feedback to media enquiries As required

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 45
SUSTAINABILITY STATEMENT

STAKEHOLDER ENGAGEMENT (cont'd)

Stakeholders Sustainability Topics Type of Engagement Frequency

Suppliers • Forging strategic partnership • Supplier selection via pre-qualification On-going


• Supplier performance review • Regular meetings and correspondence On-going
• Product quality • Vendor Assessment Questionaire Annually

Media • Timely and accurate information • Press release As required

Government and Regulators • Regulatory compliance • Site visit and meeting As required
• Supporting country’s economic • Participating in program organised by As required
growth government bodies

Community • Environment protection • Participation in local community and activities On-going


• Local community activities • Sponsorship On-going
involvement • Donation On-going

ECONOMICS

Our key initiatives for business sustainability within the economics space are focus on several key areas.

Financial Performance

We believe financial strength and sustainability go hand in hand. Hence, we are committed to strengthening our financial position
and enhancing our competitiveness through adopting good and ethical business practices, corporate governance as well as
effective capital management.

327,489

234,026

169,939 160,288

106,104 86,502
64,849 83,019
50,023 55,730 60,920
49,109 44,322
24,807
24,063

2013 2014 2015 2016 2017

Revenue (RM'000) Profit Before Tax (RM'000) Profit After Tax (RM'000)

We shall continue to strive towards long-term business profitability and growth and are committed to providing the most innovative,
advanced and cost effective machine vision solution of excellent quality to our customers through integration of our technology,
our people and our strategic alliances.

46 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
SUSTAINABILITY STATEMENT

Our Code of Ethics

ViTrox’s Code of Ethics for Directors states the standards of responsibility and obligations and promotes fair dealing, integrity and
ethical conduct in the way we conduct our business. This Code of Ethics for Directors is our way to set the tone and standards in
articulating acceptable practices and guide of behaviours expected from Directors, Management and employees that integrates
into ViTrox’s company-wide management practices.

We have established and implemented the policies and procedures on whistleblowing to facilitate the stakeholders of ViTrox to
report genuine concerns or allegations about alleged unethical behaviour, actual or suspected fraud within the Group, or improper
business conduct affecting the Group. By about encouraging a whistle blowing culture, we hope to achieve a desirable organisation
of transparent structure and effective, clear communication.

Corporate Governance and Compliance

We recognise the importance of adopting good corporate governance and acknowledge the importance of the principles set out
in the Malaysian Code on Corporate Governance and are committed to ensure high standards of good corporate governance are
in place and practiced within the Group in order to safeguard the shareholders' assets and relevant stakeholders’ interests as well
as enhancing shareholders’ value.

As the result of these reforms, the fundamental of the Company remain resilient and our ability to safeguard our financial and
other stakeholders' vested interest remain uncompromised. Details of our corporate governance framework and practices are
elaborated in the Corporate Governance Overview Statement contains in this Annual Report.

Local Ecosystem

ViTrox is truly believed that health of the local Semiconductor and Electrical & Electronics Ecosystem is a vital factor in long term
sustainability growth. Therefore, ViTrox has on 16 January 2017, entered into Joint Venture Shareholders’ Agreement (“Agreement”)
with 2 local companies to establish a Joint Venture Company (“JV”) through Penang Automation Cluster Sdn Bhd (“PAC”). The
principal activities of PAC are providing Technological Design, Research, Value Added Engineering Development, Metrology Shared
Services, 3D Prototyping, Smart Manufacturing System and Technical Training to the Automation Cluster Companies specialized
in the area of Design, Development and manufacture of high precision metal fabrication components, modules and systems for
semiconductor, electronics, automotive, aerospace and other high growth industries in the region.

In view of the above and pursuant to the Agreement, PAC is to acquire a piece of land from The Penang Development Corporation
(“PDC”) at Batu Kawan Industrial Park solely for the purpose of developing and managing a small medium industry cluster which
include the activity of precision engineering and sheet metal fabrication, tooling, machining, finishing and coating services to be
carried out (“Automation Cluster”). The Automation Cluster is expected to be commence in year 2019.

The JV will enable ViTrox to build a robust and reliable


supply chain ecosystem in the country that supports
its long-term strategy to grow the business in providing
a wider range of high-end automated inspection
equipment supporting various industries globally.

Apart from that, ViTrox’s Centre of Excellence for


Machine Vision (CoE) was established in 2014 and
official launched by Chairman of Malaysia Investment
Development Authority (MIDA).

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 47
SUSTAINABILITY STATEMENT

Local Ecosystem (cont'd)

CoE acts as a platform to share knowledge and insights of machine vision technologies and how it could impact us in this fast
moving world. In 2017, CoE has been providing several technical sharing to our existing and potential business partners as follows:

Date Title
28 February 2017 Introduction to Imaging Technology
11 & 12 March 2017 Quick Start to ViTrox Machine Vision Platform
15 March 2017 Introduction of Theory of Inventive Problem Solving
21 March 2017 Intellectual Properties Talk
28 March 2017 Vision System Application Training
5 April 2017 Surge Protection and Functional Safety
18 April 2017 Imaging Optics Fundamentals
20 April 2017 Area-Scan Camera Technology
27 April 2017 Introduction to IoT & Industry 4.0
5 May 2017 Module 1 : Machine Vision The Fundamentals
17 May 2017 Machine Vision System
19 May 2017 Introduction of Theory of Inventive Problem Solving
8 June 2017 EtherCAT Solution
14 June 2017 Smart Manufacturing – How to Start
21 June 2017 Product Lifecycle Management – Streamline and Improve Innovation
5 July 2017 Introduction of Theory of Inventive Problem Solving
24 July 2017 Rightsizing Your Organizational Structure through Manpower Audit
27 July 2017 The Evolution of Machine Vision
4 August 2017 Fundamental of Sysmac Studio
24 August 2017 Imaging Optics Fundamentals (Part 2)
14 December 2017 3D Printing, Scanning & Remodeling

With consistent knowledge sharing of machine vision technologies, our local SME are aspired as they benefited in their operations.

ENVIRONMENTAL

We recognise and consider the environmental impact from our daily business activities. Environmental stewardship is our top
priority in safeguarding health and safety of the public as we continue to monitor and minimise any potential adverse effects of
our business operations that may impact the community, environment and natural resources.

1. Environmental Permits and Reporting

All required environmental permits (e.g. discharge monitoring), approvals and registrations are obtained, maintained and
kept current and their operational and reporting requirements are strictly adhered.

In Environmental Permits and Reporting, we are proud that throughout FY2017, the wastewater and industrial effluents
monthly monitoring data submitted to Department of Environment (“DOE”) and the monthly schedule waste generated and
disposed at ViTrox premises such as electrical and electronics assemblies, non-halogenated organic solvents, containers,
bags or equipment contaminated with chemicals pesticides, mineral oil, and rags, plastics, papers or filters are compliance
to the Environmental Quality Act 1974 under Environmental Quality (Scheduled Waste) Regulations 2005 respectively.

48 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
SUSTAINABILITY STATEMENT

ENVIRONMENTAL (cont'd)

2. Recycle Waste

In a world increasingly concerned about environmental preservation, ViTrox do practice recycle waste in the Company. In
FY2017, ViTrox managed to generate RM8,700.42 from the office waste within ViTrox and recyclable items contributed by
employees. This is in line with our core value which is care to the environment and future generation.

3. Carpooling Program

In order to promote engagement among employees and minimise air pollution, ViTrox encourages carpooling in the Company.
Therefore, ViTroxians are only allowed for cars with minimum 1 passenger to enter and park their cars within the premise of
Company. The rest of the employees are required to park their cars at public parking area.

WORKPLACE

ViTrox aims to provide a supportive, pleasant and healthy workplace for our employees, and to foster a caring community in our
working environment. We care for our employees and recognise that having good staff relations and a motivated workforce are
crucial to our success. They are our partners in delivering and maintaining products and services of the highest quality standards
to our customers. We acknowledge, our people are the foundation of our business. As such, we support life-long learning and
development of our people via our yearly training and development programs. We also place importance on the safety and well-
being of our employees, and we are committed to providing and maintaining a safe and healthy work environment.

Respect of Labour and Human Rights

ViTrox is committed to uphold the human rights of workers, and to treat them with dignity and respect as stated in the Employees
and Handbook. This applies to all workers including temporary, contract, direct employees, and any other types of worker. Our
objectives include:

1. Attain the highest standard of employment practice in compliance with the enacted laws
2. Uphold the culture and principles of equal opportunities in employment
3. Create a working environment where every team member is treated fairly and without fear of reprisal, intimidation or
harassment.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 49
SUSTAINABILITY STATEMENT

Employee Development and Talent Management In summary, we have invested a total of 124 external training in
FY2017. The type of training that our employees participated
ViTrox’s human capital is developed and strengthened were as follows:
through its investment in our People. Continuous training and External Training Frequency By Type
professional development programs have helped to boost
the hard and soft skills of our employees, positioning them in FY2017
good stead to alleviate the performance standard quality to No. of Training
enable us to stay on the forefront of the everchanging needs
from our customers. Newly recruited employee will undergo
orientation program to help the new employee feels welcomed Management 45
and to understand the culture and background of the Company. Technical and Engineering 42
Each new employee will also be exposed to on-job structured
training program tailored to their respective roles. The aim is Safety and Health 14
to solidify the new employee’s relationship with the people Manufacturing 12
in the organisation as studies have shown that this will fuels
their enthusiasm and guide their steps in a long term positive Quality 4
relationship with the Company. Information Technology 3
On a yearly basis, Department Heads are required to review Supply Chain 2
the training needs of their staff, evaluate the content and Productivity 1
result of training courses and develop training programs that
are not limited to meeting ViTrox’s business needs, but also to Sales & Marketing 1
enhance individuals’ knowledge and skills. The training includes
general training courses such as administrative business skills
and knowledge, effective communication skills, information Total 124
technology related and leadership courses.

At ViTrox, our employees' development programs are Healthier Work-Life Practices


categorised into internal and external. Both have its own
distinctive merits. The internal training uses real-life examples, We aim to create a healthy workplace that encourages
problems and challenges that participants encounter every employees to stay well. Simple, fun, and effective programs
day at work. It is often shorter in duration and thus creates were being implemented to help them to deal with challenges
more focus. It is presented in terminology that participants that affect their ability to and to be productive. In FY2017,
understand and can relate to. We organised a total  of 53 in- we collaborated with a healthcare centre to provide health
house training programs in FY2017. The type of internal training screening at work place to promote the well-being of employees.
that were provided to the employees are as follows:

Internal Training Frequency By Type


FY2017
No. of Training

Technical and Engineering 17


Productivity 10
Quality 9
Management 7
Safety and Health 5
Manufacturing 3
Sales & Marketing 2

Total 53

ViTrox also offers external program to employees of all job As an initiative to promote cohesiveness and forge a greater
levels to allow them to hone skills necessary for their career sense of belonging amongst our employees, we organised a
advancement in FY2017. company trip to Eastern Europe in 2017 organised in 7 batches
benefited a total of 306 employees. This was mainly for our
employees to recognise their contribution and relentless effort
they have put in driving the growth of the Group.

50 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
SUSTAINABILITY STATEMENT

In order to enhance and promote a healthier work-life in ViTrox, we have rolled out various activities in the past until FY2017 for our
employees to participate, release stress and foster positive relationship amongst colleagues. Amongst them are:

1. Music & Singing Club


2. Performing Art Club
3. Charity Club
4. Flora & Art Club
5. Cooking Club
6. Go Green Club
7. Photography Club
8. Sport & Recreation Club
9. Toastmaster Club

A Safe and Healthy Work Environment

Employee health and safety remain as our top priority as evidenced


from the number of training and hours spend in both in-house and
external trainings as highlighted in the earlier sections of this report.
At ViTrox, we have an Occupational Safety and Health Management
(“OSH”) unit to safeguard, manage, discuss and report areas related
to ViTrox’s health, safety and environment (“HSE”) performance. The
OSH will continue to monitor effectiveness, engage with Management,
and drive improvement. The team also reports on measures to be
taken to prevent or minimise accidents from occurring.

We are also required to maintain a record of all workplace accidents


and illnesses. A total of 5 impermanent disability injuries with 12 loss
days cases are recorded in FY2017.

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ANNUAL REPORT 2017 51
SUSTAINABILITY STATEMENT

Emergency Response

Approximately 30 people are part of ViTrox’s Emergency Response Team (“ERT”), who are ready to respond in emergency
situations. They are trained to administer first aid, help evacuate buildings, and provide other assistance. We conduct annual
Incident Management Drills to be prepared for a real emergency.

COMMUNITY

In November 2017, Penang Island and Mainland experienced one of the country’s worst floods in decades. Many people were
displaced from their homes. Some of our employees were among those affected by the floods and a token sum of RM24,800 was
paid by the Company to the severally affected employees and their families.

A total of 1,060 hours working hours were dedicated to this mission by our employees throughout the week. ViTrox also raised a
fund of RM250,000 with the collaboration from employees and business partners for the Penang flood relief.

In order to foster the relationship with the community, ViTrox also contributed RM225,414 in FY2017 for the following events:-

No Events
1 Sponsorship to MIDA - SEMICON SEA 2017
2 Sponsorship to fund Penang Young Enterprise activities
3 Contribution MCT Night 2017
4 PERSATUAN PENDIDIKAN DUZHONG PULAU PINANG- Donation for Persatuan Pendidikan Duzhong Pulau Pinang: 10th
Anniversary Fund-Raising
5 STAR MEDIA GROUP BERHAD- Co Sponsorship for UPSR workshops 2017
6 AYUH BINA SDN BHD - SPONSORSHIP FOR BAR CAMP 2017
7 50th Anniversary 2017: Platinum Package Sponsorship - MIDA
8 Penang International Science Fair 2017 at SPICE
9 Donation to Syrian Refugee Children
10 Green Monday Lunch, Recycle Waste Fund and V-Serve Program
11 FMM CEP Forum 2017: Future Pillars of Our Nation
12 Participation in Penang Mini Maker Fair 2017
13 Gold sponsorship package to Universiti of Malaya’s Faculty of Computer Science and Information: Teacher Advisor of
F.A.C.E 2017
14 Advertisement for Graduation Magazine Year 2018 - Sekolah Menengah Jenis Kebangsaan Phor Tay
15 Sponsorship for IEEE RIO International Robotic Competition 2017 in Universiti Teknologi Petronas
16 Sponsorship for Jabil Charity Golf Tournament 2017 Silver Program
17 Sponsorship for Startup Weekend Georgetown 2017
18 WCC & MBPP: Run with Shades
19 STEM Education
20 Donation to build multipurpose floor and building – SMJK Chan Wa II

This statement was made in accordance with a resolution of the Board dated 18 April 2018.

52 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
CORPORATE GOVERNANCE OVERVIEW STATEMENT

The Board of Directors (“the Board”) of ViTrox Corporation Berhad (“ViTrox” or “the Company”) is committed to ensure high standards
of corporate governance are in place and practised throughout the Group. Since obtaining listing approval, the Company has
progressively implemented the principles and best practices as recommended by the Malaysian Code on Corporate Governance
(“the Code”).

This statement is prepared in compliance with Main Market Listing Requirements of Bursa Malaysia Securities Berhad (MMLR) and
it is to be read together with the CG Report 2017 of the Company (CG Report) which is available on ViTrox’s website http://www.
vitrox.com/ under “Company” section. The CG Report provides the details on how the Company has applied each Practice as set
out in the Code during the financial year 2017.

Principle A: Board Leadership and Effectiveness

1. Board Responsibilities

The Board is responsible for oversight and overall management of the Company and the delivery of sustainable value to its
stakeholders. In discharging its fiduciary duties and leadership function, the Board is delegating specific powers of the Board
to relevant Board Committees, the CEO and the Senior Management of the Company. All approvals are supported by the
Authority Limits, which clearly sets out relevant matters reserved for the Board’s approval, as well as those which the Board
may delegate to the Board Committees, the CEO and the Senior Management.

The Board plays an active role in the development of the Company’s strategy. The Board reviews and approves the annual
business plan recommended by the Management.

The Board has direct access to Senior Management and has unrestricted and immediate access to information relating to
the Group’s business and affairs in the discharge of their duties. The Board will consider inviting the Senior Management to
attend meetings for reporting on major issues relating to their respective responsibility.

The Board Committees are entrusted with specific responsibilities to oversee the Group’s affairs, with authority to act on
behalf of the Board in accordance with their respective Terms of Reference (“TOR”). The Chairman of the relevant Board
Committees also report to the Board on key issues deliberated by the Board Committees at their respective meetings.

The CEO is responsible for the day-to-day management of the business and operations of the Group in respect of both its
regulatory and commercial functions. The Board is also kept informed of key strategic initiatives and significant operational
issues and the Group’s performance, based on the approved KPIs in the Corporate Hoshin Plan.

Board of Directors

Audit Committee
Nominating Committee
Remuneration Committee
Risk Management Committee

CEO

Executive Committee
Top Management
Master Mind Team
V-care Management Team

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ANNUAL REPORT 2017 53
CORPORATE GOVERNANCE OVERVIEW STATEMENT

Principle A: Board Leadership and Effectiveness (cont'd)

1. Board Responsibilities (cont'd)

The Company practises a division of responsibilities between the Independent Non-Executive Chairman and the CEO.
Their roles are separated and clearly defined to ensure a balance of power and authority, increased accountability and
greater capacity of the Board for independent decision-making. The Chairman is not related to the CEO. The positions of the
Chairman and CEO are held by different individuals with clear and distinct roles which are formally documented in the Board
Charter of ViTrox (Board Charter).

Additionally, ViTrox has in place the Whistleblower Policy and Procedures that fosters an environment in which integrity and
ethical behavior are maintained and any illegal or improper actions and / or wrong doing in the company may be exposed. The
Company’s Codes of Ethics for Directors continue to govern the standards of ethics and good conduct expected of Directors.
Further details pertaining to the respective TOR of Board Committee, Board Charter, Code of Ethics and Whistleblower Policy
and Procedures are available at ViTrox’s website under “Company” section.

The Board members have full access to the two (2) Company Secretaries (both are qualified to act as company secretary
under Section 235(2) of the Companies Act 2016 (CA)) who provide advisory services to the Board, particularly on changes
in MMLR, CG issues and compliance with the relevant policies and procedures, laws and regulatory requirements, in addition
to the administrative matters.

2. Board Composition

The Board recognises the benefits of having a diverse Board to ensure that the mix and profiles of the Board members
in terms of age, ethinicity and gender, provide the necessary range of perspectives, experience and expertise required to
achieve effective stewardship and management.

The Board through its Nominating Committee (NC) conducts an annual review of its size and composition, to determine
if the Board has the right size and sufficient diversity with independence elements that fit the Company’s objectives and
strategic goals. On 22 February 2018, the NC conducted an assessment of the effectiveness of the Board, respective Board
Committee and Independence (“the Assessment”) in respect of the FYE2017. Appraisal form which comprising quantitative
and qualitative performance criteria to evaluate the performance of each member of the Board as well as each Board
Committee, were being circulated at the Meeting for assessment. The NC reviewed the required mix of skills, experience and
other qualities of the Board and Board Committee and agreed that it has the necessary mix of skill, experience and other
necessary qualities to serve effectively.

The Board is presently of the view that there is no necessity to fix a maximum tenure limit for Independent Non-Executive
Directors (“NED”) as there are significant advantages to be gained from the long-serving Directors who possess tremendous
insight and knowledge of the Company’s businesses and affairs. The current complement of NEDs provides an effective
Board with a mix of industry specific knowledge, broad based business and commercial experience together with independent
judgement on matters of strategy, operations, resources and business conduct. However, all the NED served more than 9
years will be subject to shareholders’ approval for the re-appointment during the annual general meeting.

During the year, there was 14% women representation on the Board of ViTrox. However, the NC had discussed on recruitment
exercise to achieve the right size with the right diversity.

Based on the review of the Board composition in 2017, the Board agreed to maintain the right Board size at 7 as this size
would enable effective oversight and delegation of responsibilities by the Board.

54 VITROX CORPORATION BERHAD (649966-K)


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CORPORATE GOVERNANCE OVERVIEW STATEMENT

Principle A: Board Leadership and Effectiveness (cont'd)

2. Board Composition (cont'd)



A Board matrix has also been developed internally and used as reference for the Board refreshment and succession planning
to complement one another. During the Assessment, the NC observed that the gap areas remain relevant in the current Board
composition. Hence, the following are taken into consideration in strengthening the mix of skills and composition of the
Board:

Composition Nationality Composition


Independent NED 4 Malaysian 7
Non-Independent ED 3 Foreigner 0

Industry / Background Composition* Age Composition


Technology 5 40-49 4
Marketing 1 50-59 2
Industrial 6 60-70 1
Corporate / Planning 5
Accounting / Finance 1 Gender Composition
Governance Risk and Compliance 1 Male 6
*Individual directors may fall into one or more categories Female 1

Race / Ethnicity Composition Tenure Composition


Bumiputra 1 7-9 years 1
Chinese 6 9-11 years 0
Foreign 0 11-13 years 6

The Assessment conducted by the NC also indicated that there was no apparent weaknesses/shortcoming identified that
warrants specific action plan to address the same. Nevertheless, the Board agreed on an enhancement areas relating to the
needs of the Directors to upskill and/or further equip the Directors with the necessary competencies and knowledge to meet
the needs of the Board from time to time.

3. Remuneration

It is the Company’s policy to remunerate Directors adequately to attract and retain the Directors of the necessary caliber to
manage its business in promoting business stability and growth. The determination of the remuneration of each Independent
Non-Executive Director is decided by the Board as a whole. The Board reimburses any reasonable expense incurred by these
Directors in the course of their duties as Directors.

The Remuneration Committee (“RC”) is responsible for recommending to the Board on the remuneration framework and
the remuneration package of Executive Directors to ensure that rewards commensurate with their contributions to the
Group’s growth and profitability in order to align the interest of the Directors with those of the shareholders. The RC also
ensures the level of remuneration for NEDs and Executive Directors are linked to their level of responsibilities undertaken and
contributions to the effective functioning of the Board.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 55
CORPORATE GOVERNANCE OVERVIEW STATEMENT

Principle A: Board Leadership and Effectiveness (cont'd)

3. Remuneration (cont'd)

The current Board Remuneration was approved by the shareholders at the 13th Annual General Meeting of the Company
(AGM) held on 23 June 2017.

In February 2018, the RC undertake a review of the Board Remuneration with the view to determine its competitiveness and
sufficiency to attract, retain and motivate individuals with strong credentials, high calibre and astute insights to serve on the
Board of ViTrox. The Board approved the recommendation by the RC in respect to the revisions to the Board Remuneration
which will be put forth to the shareholders for approval at the 14th AGM, in accordance with Sections 230 and 340(1)(c) of
the CA.

Principle B: Effective Audit and Risk Management

1. Audit Committee

The Audit Committee of the Company (AC) comprises wholly four (4) Independent NEDs. The AC is chaired by an Independent
NED, Ms. Chuah Poay Ngee. In the annual assessment on the suitability, objectivity and independence of the external
auditors, the AC is guided by the factors as prescribed in the checklist. Annually, the composition of AC is reviewed by the
NC and recommended to the Board for its approval. With the view to maintain an independent and effective AC, the NC
ensures that only an Independent NED who is possess the appropriate level of expertise and experience, and has the strong
understanding of the Company’s business would be considered for membership on AC.

2. Risk Management and Internal Control Framework

The Board fulfils its responsibilities in the risk governance and oversight functions through its Risk Management Committee
(RMC) in order to manage the overall risk exposure of the Group. The RMC assessed and monitored the efficacy of the risk
management controls and measures taken, whilst the adequacy and effectiveness of the internal controls were reviewed
by the AC in relation to internal audit function for the Group. The RMC comprise of EDs who are familiar with the business
situation of ViTrox. The Board is satisfied with the performance of the RMC and AC and their respective Chairmen in
discharging their responsibilities, based on the results of the Board Committees Effectiveness Evaluation of the 2017.

The Board is of the view that the internal control and risk management system in place during 2017, is sound and sufficient
to safeguard the Group’s assets and shareholders’ investments, and the interests of customers, regulators, employees and
other stakeholders. The details of the Risk Management and Internal Control Framework are set out in the Statement on Risk
Management and Internal Control of this Annual Report.

Principle C: Integrity in Corporate Reporting and Meaningful Relationship with Stakeholders

1. Communication with Stakeholders

ViTrox ensures that its communication with the shareholders and various stakeholders is transparent, timely and with quality
disclosure. ViTrox also actively engages all its stakeholders through various platforms including the announcements via
Bursa LINK, disclosures on ViTrox’s website and engagement through the investor relations function. In 2017, a number
of events were held during the year to maintain an open communication with the investors, shareholders, intermediaries,
regulators, employees and other communities as highlighted in sustaibility statement.

56 VITROX CORPORATION BERHAD (649966-K)


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CORPORATE GOVERNANCE OVERVIEW STATEMENT

Principle C: Integrity in Corporate Reporting and Meaningful Relationship with Stakeholders (cont'd)

2. Conduct of General Meetings

ViTrox’s AGM is an important means of communicating with its shareholders. At the 13th AGM of the Company held on 23
June 2017, 5 members of the Board were present at the meeting to respond to the questions raised by the shareholders or
proxies. The Chairman of the Board chaired the 13th AGM in an orderly manner and allowed the shareholders or proxies to
speak at the meeting. The CEO presented the overall performance of the Group at the meeting. The senior management of
the Company were also present to respond to any enquiries from the shareholders.

The voting at the 13th AGM was conducted by way of manual poll-voting. The Company continues to explore the leveraging
of technology, to enhance the quality of engagement with its shareholders and facilitate further participation by shareholders
at AGMs of the Company.

This CG Overview Statement was approved by the Board of Directors of ViTrox on 18 April 2018.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 57
AUDIT COMMITTEE REPORT

COMPOSITION

The Audit Committee (“Committee”) was established by the Board of Directors of ViTrox Corporation Berhad (“the Company”) on 8
July 2005 as a Committee of the Board. The present members of the Committee comprise:-

Chuah Poay Ngee


Chairman
Independent, Non-Executive Director

Dato’ Seri Dr. Kiew Kwong Sen


Member
Independent, Non-Executive Director

Prof. Ir. Dr. Ahmad Fadzil Bin Mohamad Hani


Member
Independent, Non-Executive Director

Chang Mun Kee


Member
Independent, Non-Executive Director

This composition meets the requirements of Paragraph 15.09(1)(a) and (b) of the Main Market Listing Requirements of Bursa
Malaysia Securities Berhad (Main LR). Ms. Chuah Poay Ngee, the Chairman of the Audit Committee is a member of the Malaysian
Institute of Accountants. Accordingly, the Company complies with paragraph 15.09(1)(c)(i) of the Main LR.

Details of the Terms of Reference for Committee are available on the Company’s corporate website.

Attendance at Meetings

The information on the attendance of each member at the Committee meetings held during the financial year ended 31 December
2017 (FYE2017) is as follows:

Member No. of Meetings Held No. of Meetings Attended


Chuah Poay Ngee 5 5
Dato’ Seri Dr. Kiew Kwong Sen 5 5
Prof. Ir. Dr. Ahmad Fadzil Bin Mohamad Hani 5 3
Chang Mun Kee 5 4

Summary of work performed by the Audit Committee

The activities carried out by the Committee during the FYE2017 in the discharge of its duties and responsibilities are as follows:-

1. Financial Reporting

a. In overseeing the Company’s financial reporting, the Committee reviewed the quarterly financial statements for the
fourth quarter of 2017 and the annual audited financial statements of 2017 at its meeting on 22 February 2018 and
29 March 2018 respectively.

The quarterly financial statements for the first, second and third quarters of 2017, which were prepared in compliance
with MFRS 134, “Interim Financial Reporting”, issued by the Malaysian Accounting Standards Board (“MASB”) and the
disclosure requirements as set out in Appendix 9B of the Main LR were reviewed at the Committee meetings on
18 May 2017, 17 August 2017 and 16 November 2017 respectively. On 22 February 2018, the Committee reviewed the
quarterly financial statements for the fourth quarter of 2017. The Committee’s recommendations were presented for
approval at the subsequent Board meeting.

58 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
AUDIT COMMITTEE REPORT

Summary of work performed by the Audit Committee (cont’d)

1. Financial Reporting (cont’d)

b. To safeguard the integrity of information, the Managing Director / President / CEO of the Company, who is also the
director primarily responsible for the financial management of the Group had, on 18 May 2017, 17 August 2017, 16
November 2017 and 22 February 2018, given assurance to the Committee that:-

i. Appropriate accounting policies had been adopted and applied consistently;


ii. The going concern basis applied in the Annual Financial Statements and Condensed Consolidated Financial
Statements was appropriate;
iii. Prudent judgements and reasonable estimates had been made in accordance with the requirements set out in
the MFRSs;
iv. Adequate processes and controls were in place for effective and efficient financial reporting and disclosures
under the MFRSs, IASs and Main LR; and
v. The Annual Financial Statements and Quarterly Condensed Consolidated Financial Statements did not contain
material misstatements and gave a true and fair view of the financial position of the Group and the respective
companies within the Group for FYE2017.

2. External Audit

The Committee has on 24 February 2017, 22 March 2017, 16 November 2017, 22 February 2018 and 29 March 2018
respectively met with the External Auditors without the presence of the Executive Members.

On 24 February 2017, the External Auditors tabled the Audit Review Memorandum FYE2016 for the Committee’s information
and discussion, inter alia, updating the status of audit progress for FYE2016 and also, some pending information/documents
in relation thereto. The Committee also noted the Key audit matters identified by the External Auditors, to be presented in its
Independent Auditors’ Report. The Committee also enquired whether the Auditors encountered any matter/concern/issue
during the course of audit that warrant the Committee’s attention. There were no critical areas of concern raised by the
External Auditors.

During the Meeting on 22 March 2017, the External Auditors tabled the draft audited Financial Statements FYE2016 for
discussion. Besides, the Committee took note on the Management Discussion & Analysis (MD&A) Guide as highlighted, to
guide and assist public listed companies in the preparation and presentation of the MD&A.

On 16 November 2017, the External Auditors tabled the Audit Planning Memorandum prior to the commencement of audit of
financial statements for financial year ending 2017, more particularly outlined the nature and scope of audit, audit timetable,
list of management communication term and audit engagement team to the Audit Committee. The Committee noted the
new accounting standards as highlighted by the External Auditors which would bring fundamental change in the preparation
of financial statements.

At the Meeting held on 22 February 2018, the External Auditors tabled and the Committee reviewed the Audit Review
Memorandum of the Group for FYE2017. The External Auditors informed that they have not, up to the date of the Memorandum,
identified any significant accounting and audit issues during the course of the audit. The Committee also noted that that the
Management has provided its full-cooperation to the External Auditors during the course of audit. The External Auditors have
identified 2 Key audit matters i.e. Valuation of inventories and Impairment of receivables, to be presented in its Independent
Auditors’ Report. At the same Meeting, copies of the External Auditors Performance and Independence Checklist in respect
for the FYE2017 was being distributed at the Meeting for review (the Assessment). The Committee concluded that based on
the Assessment, amongst others as set out below, the External Auditors Performance for year 2017 was found adequate and
thereby recommended the re-appointment of Messrs. Crowe Horwath as the External Auditors of the Group to the Board for
approval by its shareholders:-
• after having satisfied with its audit independence and the performance of Messrs. Crowe Horwath throughout its
course of audit FYE2017;
• highly satisfied that the quality processes / performance of External Auditors;
• able to give adequate technical support when audit issue arises;
• adequate experience and resources of Messrs. Crowe Horwath and audit engagements.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 59
AUDIT COMMITTEE REPORT

Summary of work performed by the Audit Committee (cont’d)

3. Internal Audit Function

The Group has engaged the services of an independent professional accounting and consulting firm, BDO Governance
Advisory Sdn Bhd (BDO) to provide much of the assurance it requires regarding the effectiveness as well as the adequacy
and integrity of the Group’s systems of internal control. BDO reports directly to the Committee on its activities. Its principal
role is to provide independent assurance on the adequacy and effectiveness of governance, risk management and internal
control processes. The annual cost for the Group’s internal audit function is RM24,000.

The Internal Auditors presented its findings together with recommendation and management action plan to the Committee
for review on 17 August 2017 and 16 November 2017 respectively. Besides, the Committee also followed up from time to
time the updates and corrective actions by the Management on audited areas reported in the prior quarters.

During the FYE2017, Internal Auditors have conducted review on internal control of its subsidiary(ies) in June and November
2017 focusing on the following areas:-

Company Audit Areas Reporting Date


ViTrox Corporation Berhad 1. Procure to Pay; 17 August 2017
ViTrox Technologies Sdn Bhd 2. Sales to Receipt; and 17 August 2017
ViE Technologies Sdn Bhd 3. Human Resource Management 22 February 2018

The Audit Committee reviewed the Statement on Risk Management and Internal Control in respect of FYE2017 on 29 March
2018 for publication in the Annual Report 2017. Information pertaining to the Company’s internal controls is shown in the
Statement on Risk Management and Internal Control set out on page 61 to 65 of this Annual Report.

60 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
Pursuant to Paragraph 15.26(b) of the Bursa Malaysia Securities Berhad
Main Market Listing Requirements

The Board of Directors (“the Board”) of ViTrox Corporation Berhad (“the Company”) is pleased to present this Statement on Risk
Management & Internal Control (Statement), which has been prepared in accordance with the Statement on Risk Management and
Internal Control: Guidelines for Directors of Listed Issuers issued by Bursa Malaysia Securities Berhad.

Internal Control Objectives

The Board recognises the importance of maintaining a sound system of internal control to achieve the following objectives:-

1. Safeguard the shareholders’ investment and assets of the Group

2. Identify and manage risks affecting the business of the Group

3. Ensure compliance with regulatory requirements

4. Ensure the effectiveness and efficiency of operations to achieve business objectives of the Group

5. Ensure the integrity and reliability of financial information

Board Responsibility

The Board has established appropriate control structure and process for identifying, evaluating, monitoring, and managing risks
that may affect the achievement of business objectives. The control structure and process which have been instituted throughout
the Group are updated and reviewed from time to time to suit changes in business environment, and this on-going process has
been in place for whole financial year under review and up to date of approval of this Statement for inclusion in the annual report.

The role of Board includes:-

1. Organisational structure of each business unit clearly defines operational and financial responsibilities

2. Key responsibilities are clearly defined and properly segregated

3. Authority level is properly defined

4. Key management personnel including Executive Directors meet regularly to address key business risks and operational
issues

5. Operational procedures are governed by Standard Operating Manuals which are reviewed and updated regularly

6. Effective financial reporting system is in place to ensure timely generation of financial information for management’s review

The Board is ultimately responsible to ensure that the Group maintains a sound system of risk management and internal control.
However, the Board wishes to draw attention that the system of risk management and internal control is designed to manage
rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable but not absolute assurance
against material misstatement, loss or fraud.

The Audit Committee (AC) is responsible for reviewing and monitoring the adequacy and effectiveness of Group’s internal controls.
The review and monitoring of the adequacy and effectiveness of the system of internal control are carried out through the internal
audit function. In this respect, the Group has outsourced the internal audit function to an external independent professional
consulting firm. Audit issues and actions taken by Management to address the issues tabled by Internal Audit (IA) were deliberated
during the AC meetings. Minutes of the AC meetings which recorded these deliberations were presented to the Board.

The Risk Management Committee (RMC) provides oversight on risk management matters relating to the activities of the Group, to
ensure prudent risk management over ViTrox’s business and operations. At its scheduled meetings in 2017, the RMC had reviewed,
appraised and assessed the efficacy of the controls and progress of action plans taken to mitigate, monitor and manage the
overall risk exposure of the Group. The RMC also reviewed proposals for new products, monitored the progress and status of risk
management activities, as well as raised issues of concern and provided feedback for Management’s action.

Internal control and risk-related matters which warranted the attention of the Board were recommended by the RMC and reviewed
by AC before presenting to the Board for its deliberation and approval and matters or decisions made within the AC’s and RMC’s
purview were escalated to the Board for its notation.
VITROX CORPORATION BERHAD (649966-K)
ANNUAL REPORT 2017 61
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
Pursuant to Paragraph 15.26(b) of the Bursa Malaysia Securities Berhad
Main Market Listing Requirements

Key Internal Control Processes

The Group Internal Control System Comprises the following key processes:
1. Authority and Responsibility

a. Certain responsibilities are delegated to Board Committees through clearly defined Terms of Reference (TOR).

b. The Authority Manual is reviewed and updated periodically to reflect the authority and authorisation limits of
Management in all aspects of the Group’s major business operations and regulatory functions.

c. The Management Governance Framework, comprising committees for the governance function (Risk Management
Working Group) and three committees for the operations function (Top Management, Master Mind Team and V-care
Management Team), has clearly defined role and responsibility to enable good business and regulatory governance.

2. Planning, Monitoring and Reporting

a. An annual planning and budgetary exercise is undertaken requiring all divisions to prepare business plans and budgets
for the forthcoming year. These are deliberated on and approved by the Management before its implementation.

b. The Board is updated on the Group’s performance at the scheduled meetings on quarterly basis. The Group’s business
plan and actual versus budget performance for the year are reviewed and deliberated on by the Board on a quarterly
basis.

c. There is a regular and comprehensive flow of information to the Board and Management on all aspects of the Group’s
operations to facilitate the monitoring of performance against the Group’s corporate strategy, business and regulatory
plans.

d. The Chief Executive Officer (CEO) and Chief Financial Officer (CFO) are required to provide reasonable assurance to
the Board that Group’s risk management and internal control system are operating adequately and effectively in all
aspects, based on the risk management and internal control system of the Group.

The Executive Directors are also responsible of the appropriate accounting policies have been adopted and applied
consistently, the going concern basis applied in the Annual Financial Statements and Condensed Consolidated
Financial Statements of the Group is appropriate, and that prudent judgements and reasonable estimates have been
made in accordance with the requirements set out in the Malaysian Financial Reporting Standards (MFRSs) and
the International Financial Reporting Standards (IFRSs) and that the Annual Financial Statements and the quarterly
Condensed Consolidated Financial Statements of the Group give a true and fair view of the financial position and
financial performance of the Group and do not contain any material misstatement.

3. Policies and Procedures

Policies and procedures of business processes are documented and set out in a series of Standard Operating Manual and
implemented throughout the Group. These policies and procedures are subject to regular reviews, updates and continuous
improvements to reflect the changing risks and operational needs.

All the documented policies and procedures can be accessed via the Company’s intranet for easy access by employees.

4. Audits

a. The Board has outsourced the internal audit function to BDO Governance Advisory Sdn Bhd (BDO), an independent
professional firm of consultants.

Internal audit is carried out to assess the adequacy and integrity of the internal control system of the Group based
on the internal audit plan reviewed and approved by the AC. Based on the audits, the internal auditors will advise
management on areas of improvement and subsequently, initiate follow-up actions to determine the extent of
implementation of their recommendations.

The internal audit plan was circulated to the members of the AC prior to the execution of the assignment. Findings
arising from the internal audit exercise were reported and discussed at the AC meeting.

During the year under review, the internal auditors have not reported any significant weaknesses in the system of
internal controls of the Group.

62 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
Pursuant to Paragraph 15.26(b) of the Bursa Malaysia Securities Berhad
Main Market Listing Requirements

Key Internal Control Processes (cont'd)

4. Audits (cont'd)

b. The IA team is required to conduct assessments of the risk management and internal control system pertaining to the
processes of the relevant business/functional units which have a bearing on the financial information of the Group, to
ensure the reliability and integrity of such information. At least 2 audit areas to be covered in a year. For the year 2017,
the audited areas are Procure to Pay, Sales to Receipt and Human Resource Management.

c. The External Auditors’ annual planning memorandum and audit review memorandum are tabled annually to the AC for
deliberation and approval.

5. Risk Management

The Board has established an organisation structure with clearly defined line of responsibility, authority limits and
accountability aligned to business and operation requirements which supports the maintenance of a strong and robust
control environment.

The Group is continuously committed in setting standards whilst maintaining an effective risk management framework to
ensure the Group’s objective are achieved and stakeholders interest are protected. The Board acknowledges its responsibility
to adopt best practices in risk management and internal control as part of the Group’s business culture.

RMC is the first line of defence and accountable for all risks assigned under their respective areas of responsibility. This
group of personnel is also responsible for the continuous development of the risk management capabilities of employees
and ensures that risk management is embedded in all key processes and activities. The RMC reviews the risk management
reports it receives from the Risk Management Working Group and assesses risks at the Group level.

Risk Management Working Group is formed at each business/functional unit. It reports to the RMC. The functions of the Risk
Management Working Groups are to identify risks, quantify the risk impact and formulating risk mitigation strategies.

The AC will monitor the effectiveness of the risk management and internal control system during the period under review and
discuss at the AC Meeting.

The Group has an established a structured process for identification, assessment, communication, monitoring and
periodical review of risks. The analysis and evaluation of the risks are guided by approved risk criteria. The Group also has
risk management tools to support the risk management process and reporting.

In 2017, the RMC has identified top 5 operational risks and top 5 non-operational risks respectively. 2 of the operational risks
were audited by IA and recommendations by IA were executed by the Company. 3 of the non-operational risks were mitigated
by internal process enhancement. The remaining risks will be discussed further in the coming meeting among RMC and AC.

The Group will continue to review and enhance the above processes and procedures in accordance with global best
practices and standards to ensure that the risk management framework remains relevant and applicable in the current
market environment.

Towards the end of 2017, all existing significant risks have been reviewed together with any relevant inherent and emerging
risks to assess their impact on the Group for the upcoming year. The Group recognises that the above significant risks will
remain relevant for 2018.

6. Compliance Management

The Group’s compliance management covers compliance to all legal obligations imposed on ViTrox, in particular laws,
regulations, rules and major identified guidelines or legal requirements. It also covers risk-based compliance to internal
policies and procedures, code of ethics and business conduct.

In 2017, there were no major non-compliance issues encountered.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 63
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
Pursuant to Paragraph 15.26(b) of the Bursa Malaysia Securities Berhad
Main Market Listing Requirements

Key Internal Control Processes (cont'd)

7. Performance Management

Key Performance Indicators (KPIs), which are based on the Corporate and Divisional Hoshin Plan and Individual KPIs and
Behavioral Competencies are used to track and measure employees’ performance.

Ongoing employee and customer satisfaction surveys are conducted to gain feedback on the effectiveness and efficiency of
stakeholder engagements to ensure continuous improvement.

8. Employees’ Competency

Proper guidelines within the Group regarding employment and dismissal, formal training programs, and other relevant
procedures are in place to ensure that employees are competent and adequately guided in carrying out their responsibilities.

9. Conduct of Employees

ViTrox’s corporate culture is based on the following core values which are continuously inculcated among employees:

ViTrox's core values, 'I.A.C.T.G.- The Power of 5', represent the


fundamental principles of ViTrox's shared values that guide the
employees to think, talk and do the right things every day in the
pursuit of both individual and company greatness.  'I.A.C.T.G.'  is
the acronym for  'Integrity,' 'Accountability,' 'Courage,' 'Trust and
Respect,' and 'Gratitude and Care'.

ViTrox has a Whistleblower Policy and Procedures (WPP) to provide


an avenue for employees or any external parties to report any breach
or suspected breach of any law or regulation, including business
principles and the Group’s policies and guidelines, in a safe and
confidential manner. An employee who makes a report of improper
conduct in good faith shall not be subject to unfair dismissal,
victimisation, demotion, suspension, intimidation or harassment,
discrimination, any action causing injury, loss or damage or any other
retaliatory actions by the Group. The AC has the overall responsibility
in overseeing the implementation of the WPP for ViTrox Group.

Segregation of duties is practised whereby conflicting tasks are assigned to different employees to reduce the scope for
error and fraud.

10. Supplier Code of Conduct

The Board expects all ViTrox Group’s suppliers to observe high ethical business standard of honesty and integrity and to
apply these values to all aspects of their business and professional practices.

A Supplier Code of Conduct is established in which the Group’s minimum expectations on the suppliers vis-à-vis legal
compliance and ethical business practices are stipulated.

The Code applies to all suppliers, vendors, contractors and any other persons doing business with the Group.

11. Insurance

Sufficient insurance coverage and physical safeguards on major assets are in place to ensure the Group’s assets are
adequately covered against any mishap that could result in material loss. A yearly policy renewal exercise is undertaken by
Management to review the coverage of the assets as recorded in the current fixed asset register and their respective carrying
amount and “replacement values”, that is the prevailing market price for the same or similar item, where applicable.

64 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
Pursuant to Paragraph 15.26(b) of the Bursa Malaysia Securities Berhad
Main Market Listing Requirements

Review of this Statement

Pursuant to paragraph 15.23 of the MMLR, the External Auditors have reviewed this Statement for inclusion in the 2017 Annual
Report, and have reported to the Board that nothing has come to their attention that causes them to believe that the Statement
is not prepared, in all material aspects, in accordance with the disclosures required by paragraphs 41 and 42 of the Statement
on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers, nor is the Statement factually inaccurate. This
Statement was approved by the Board on 18 April 2018. IA has also reviewed this Statement and reported to the AC that, while it
has addressed certain individual lapses in internal control during the course of its internal audit assignments for the year, it has
not identified any circumstances which suggest any fundamental deficiencies in the Group’s risk management and internal control
system.

Conclusion

The Board is of the view that the system of risk management and internal control for the financial year under review, and up
to the date of approval of this Statement, is sound and sufficient to safeguard the Group’s assets, as well as the shareholders’
investments, and the interests of customers, regulators, employees and other stakeholders.

The Board has also received reasonable assurance from the CEO and the CFO that the Group’s risk management and internal
control system are operating adequately and effectively in all aspects, based on the risk management and internal control system
of the Group.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 65
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
Pursuant to Paragraph 15.26(a) of the Bursa Malaysia Securities Berhad
Main Market Listing Requirements

The Directors are required to prepare audited financial statements that give a true and fair view of the state of affairs, including the
cash flows and results, of the Group and of the Company as at the end of each financial year.

In preparing these financial statements, the Directors have considered the following:-

• That the Group and the Company have used appropriate accounting policies, and these are applied consistently;
• That reasonable and prudent judgements and estimates were made;
• That the approved accounting standards in Malaysia have been adopted; and
• That the financial statements have been prepared on a going concern basis.

The Directors are responsible for ensuring that the Company and subsidiary companies maintain proper accounting records which
disclose with reasonable accuracy the financial positions of the Group and of the Company, and which enable them to ensure that
the financial statements comply with the Companies Act 2016.

The Directors have general responsibility for taking such steps that are reasonably available to them to safeguard the assets of the
Group and of the Company, and to prevent and detect fraud and other irregularities.

This statement was made in accordance with a board of directors resolution dated 18 April 2018.

66 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
ADDITIONAL COMPLIANCE INFORMATION

Utilisation of Proceeds

During the financial year, there were no proceeds raised by the Company from any corporate proposals.

Audit and Non-Audit Fees

The amount of audit and non-audit fees incurred for services rendered to the Company and its subsidiaries for the financial year
ended 31 December 2017 by the Company’s Auditors, or a firm or corporation affiliated to the Auditors’ firm are as follow:-

Category Audit Fees (RM) Non-Audit Fees (RM)^


Company 40,000 5,500
Subsidiaries 77,500 11,000
Total 117,500 16,500

^ Non-audit fees consist of review of Statement on Risk Management and Internal Control, tax fees and government grant
verification.

Recurrent Related Party Transactions of a Revenue or Trading Nature

The Company does not have any recurrent related party transactions of revenue or trading nature during the financial year.

Employees’ Share Scheme

The shareholders of the Company had via its Extraordinary General Meeting held on 27 February 2014, amongst others, approved
the Establishment of an Employees’ Share Option Scheme (“ESOS”) of up to 10% of the issued and paid-up share capital of the
Company at any point of time during the duration of the ESOS Scheme. The implementation of the ESOS is effective from 4 March
2014.

During the FYE2017, the total number of ESOS granted, exercise, forfeited and outstanding are set out below:

Category Number of ESOS options as at 31 December 2017


Adjusted
Balance pursuant to Balance
1 January Bonus 31 December
2017 Granted Issue Exercised Forfeited 2017
Directors 687,200 - 300,000 (387,200) - 600,000
Employees 471,300 795,000 927,050 (379,750) (26,900) 1,786,700
Total 1,158,500 795,000 1,227,050 (766,950) (26,900) 2,386,700

Pursuant to the Company’s ESOS, not more than 70% of the options available under scheme shall be allotted, in aggregate, to
Directors and senior management.

Since the commencement of the scheme, 51.51% of the options under the scheme have been granted to Directors and senior
management.

During the financial year, no options have been granted to Directors and senior management.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 67
ADDITIONAL COMPLIANCE INFORMATION

Employees’ Share Scheme (cont’d)

The table below set out the ESOS granted to, exercised by the Non-Executive Directors pursuant to the ESOS in respect of the
financial year ended 31 December 2017:-

Number of ESOS Options


Balance Adjusted Balance
1 January pursuant to 31 December
Name of Director 2017 Granted Bonus Issue Exercised 2017
Dato’ Seri Dr. Kiew Kwong Sen 80,000 - - (80,000) -
Prof. Ir. Dr. Ahmad Fadzil Bin Mohamad Hani 60,000 - - (60,000) -
Chuah Poay Ngee 60,000 - - (60,000) -
Chang Mun Kee 300,000 - 300,000 - 600,000
Total 500,000 - 300,000 (200,000) 600,000

Material Contracts

There were no material contracts entered into by the Company and its subsidiaries involving Directors’ and major shareholders’
interests either still subsisting as at 31 December 2017 or entered into since the end of the previous financial year.

68 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
Be grateful for the past
Look forward to the future
Seize the present

FINANCIAL REPORT
CONTENTS

70 - 75 Directors’ Report
76 Statement by Directors
76 Statutory Declaration
77 - 80 Independent Auditors’ Report
81 Consolidated Statement of Financial Position
82 Consolidated Statement of Comprehensive Income
83 - 84 Consolidated Statement of Changes in Equity
85 - 86 Consolidated Statement of Cash Flows
87 Statement of Financial Position
88 Statement of Comprehensive Income
89 Statement of Changes in Equity
90 Statement of Cash Flows
91 - 122 Notes to the Financial Statements

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 69
DIRECTORS’ REPORT

The directors hereby submit their report and the audited financial statements of the Group and the Company for the financial year
ended 31 December 2017.

PRINCIPAL ACTIVITIES

The principal activities of the Company are those of investment holding and development of 3D and line scan vision inspection
system. The principal activities and other details of the subsidiaries are disclosed in Note 7 to the financial statements.

RESULTS

The Group The Company


RM RM

Profit for the financial year 83,019,141 19,172,671

DIVIDENDS

Since the end of the previous financial year, the Company paid the following dividends:-

RM

In respect of financial year ended 31 December 2016:-


- Interim tax exempt dividend of 2.5 sen per share, paid in January 2017 5,858,664
- Final tax exempt dividend of 4 sen per share, paid in July 2017 9,397,036

In respect of financial year ended 31 December 2017:-


- Interim tax exempt dividend of 1.5 sen per share, paid in January 2018 7,052,394
22,308,094

The directors have proposed a final tax exempt dividend of 3 sen per share in respect of the financial year ended 31 December
2017, subject to the members’ approval at the forthcoming Annual General Meeting.

RESERVES AND PROVISIONS

All material transfers to or from reserves or provisions during the financial year have been disclosed in the financial statements.

ISSUE OF SHARES OR DEBENTURES

During the financial year, the Company issued 766,950 new ordinary shares pursuant to the Employees’ Share Option Scheme
(“ESOS”) as follows:-

Exercise Price Cash Consideration


Number of Shares RM RM

89,000 1.63 145,070


610,550 2.02 1,233,311
18,800 0.81 15,228
48,600 1.01 49,086
766,950 1,442,695

70 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
DIRECTORS’ REPORT

ISSUE OF SHARES OR DEBENTURES (cont'd)

In addition, the Company issued 235,046,100 bonus shares on the basis of 1 new ordinary share for every 1 existing ordinary share
in issue by capitalising the retained profits of the Company.

The Company did not issue any debentures during the financial year.

SHARE OPTIONS

The shareholders of the Company, by a resolution passed at the Extraordinary General Meeting held on 27 February 2014, approved
the Company’s ESOS. The ESOS became effective on 4 March 2014.

The principal features of the ESOS are as follows:-

(i) At any point of time when the offer is made, the maximum number of shares to be issued under the ESOS shall not exceed
10% of the total issued and fully paid-up share capital of the Company during the duration of the ESOS.

(ii) Any employee (including executive directors) of the Group shall be eligible to participate in the ESOS if, as at the date of offer,
the employee is at least 18 years of age and has been confirmed and completed 1 year of service within the Group on a full
time basis.

(iii) All non-executive directors who have been appointed to the Board for more than 1 year shall be eligible to participate in
the ESOS in accordance with the Listing Requirements of Bursa Malaysia Securities Berhad and subject to the Articles of
Association of the Company.

(iv) The ESOS shall be valid for a duration of 10 years from the effective date.

(v) The exercise price shall be determined based on the weighted average market price of shares for the 5 market days
immediately preceding the date of offer with a discount of not more than 10%.

(vi) The options granted are exercisable on a time proportion basis over the duration of the ESOS. The employee’s entitlement to
the options is vested as soon as they become exercisable.

(vii) The new shares to be allotted and issued upon exercise of any options granted under the scheme will, upon allotment and
issuance, rank pari passu in all respects with the then existing shares and paid-up shares in the Company, save and except
that the new shares so allotted and issued will not be entitled to any right, dividend, allotment and/or distribution declared,
made or paid, the entitlement date of which precedes the date of exercise of the options.

The movements in the number of options during the financial year are as follows:-

Exercise Exercise Number of Options Over Ordinary Shares


Price* Price** Balance at Bonus Balance at
Date of Offer RM RM 1.1.2017 Granted issue Exercised Forfeited 31.12.2017

15 May 2014 1.63 0.81 296,700 0 202,800 (107,800) (4,900) 386,800


20 October 2014 2.02 1.01 861,800 0 244,250 (659,150) (7,000) 439,900
16 May 2017 5.58 2.79 0 795,000 780,000 0 (15,000) 1,560,000
1,158,500 795,000 1,227,050 (766,950) (26,900) 2,386,700

* Before bonus issue.


** After bonus issue.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 71
DIRECTORS’ REPORT

BAD AND DOUBTFUL DEBTS

Before the financial statements were prepared, the directors took reasonable steps to ascertain that action had been taken in
relation to the writing off of bad debts and the making of provision for doubtful debts, and satisfied themselves that all known bad
debts had been written off and that adequate provision had been made for doubtful debts.

At the date of this report, the directors are not aware of any circumstances which would render the amount written off for bad
debts or the amount of the provision for doubtful debts inadequate to any substantial extent.

CURRENT ASSETS

Before the financial statements were prepared, the directors took reasonable steps to ensure that any current assets which were
unlikely to be realised in the ordinary course of business including the value of current assets as shown in the accounting records
have been written down to an amount which the current assets might be expected so to realise.

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

VALUATION METHODS

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

CONTINGENT AND OTHER LIABILITIES

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

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

(ii) any contingent liability which has arisen since the end of the financial year.

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

CHANGE OF CIRCUMSTANCES

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

ITEMS OF AN UNUSUAL NATURE

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

There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event
of a material and unusual nature likely, in the opinion of the directors, to affect substantially the results of the operations of the
Group or the Company for the financial year in which this report is made.

72 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
DIRECTORS’ REPORT

DIRECTORS

The directors in office since the beginning of the financial year are:-

Dato’ Seri Dr. Kiew Kwong Sen


Prof. Ir. Dr. Ahmad Fadzil Bin Mohamad Hani
Chu Jenn Weng
Siaw Kok Tong
Yeoh Shih Hoong
Chuah Poay Ngee
Chang Mun Kee

DIRECTORS’ INTERESTS

According to the Register of Directors’ Shareholdings, the interests in shares in the Company of the directors in office at the end
of the financial year are as follows:-

Number of Ordinary Shares


Balance at Allotted/ Bonus Balance at
Name of Director 1.1.2017 Bought Issue (Sold) 31.12.2017

Dato’ Seri Dr. Kiew Kwong Sen


- Direct 3,728,000 363,900 4,091,900 0 8,183,800

Prof. Ir. Dr. Ahmad Fadzil Bin Mohamad Hani


- Direct 911,000 60,000 971,000 (20,000) 1,922,000

Chu Jenn Weng


- Direct 64,128,217 72,000 64,200,217 (1,182,000) 127,218,434
- Indirect* 605,699 8,400 614,099 0 1,228,198

Siaw Kok Tong


- Direct 45,521,014 57,600 45,578,614 0 91,157,228

Yeoh Shih Hoong


- Direct 24,395,532 57,600 24,453,132 (87,800) 48,818,464
- Indirect* 181,048 0 181,048 0 362,096

Chuah Poay Ngee


- Direct 215,000 70,000 215,000 (70,000) 430,000

Chang Mun Kee


- Direct 150 0 150 0 300
- Indirect** 6,367,149 0 6,367,149 0 12,734,298

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 73
DIRECTORS’ REPORT

DIRECTORS’ INTERESTS (cont’d)

Number of Options Over Ordinary Shares


Balance at Balance at
Name of Director 1.1.2017 Granted Bonus Issue Exercised 31.12.2017

Dato’ Seri Dr. Kiew Kwong Sen


- Direct 80,000 0 0 (80,000) 0

Prof. Ir. Dr. Ahmad Fadzil Bin Mohamad Hani


- Direct 60,000 0 0 (60,000) 0

Chu Jenn Weng


- Direct 72,000 0 0 (72,000) 0
- Indirect* 8,400 0 0 (8,400) 0

Siaw Kok Tong


- Direct 57,600 0 0 (57,600) 0

Yeoh Shih Hoong


- Direct 57,600 0 0 (57,600) 0

Chuah Poay Ngee


- Direct 60,000 0 0 (60,000) 0

Chang Mun Kee


- Direct 300,000 0 300,000 0 600,000

* Deemed interest by virtue of shares/options held by family member (who is not director of the Company)

** Registered in the name of a trustee of a discretionary trust of which the director and his family members are beneficiaries

By virtue of his interests in shares in the Company, Chu Jenn Weng is deemed to have interests in shares in the subsidiaries to the
extent of the Company’s interests, pursuant to Section 8 of the Companies Act 2016.

DIRECTORS’ BENEFITS

Since the end of the previous financial year, no director has received or become entitled to receive any benefit (other than the
directors’ remuneration as disclosed in Note 19 to the financial statements) by reason of a contract made by the Company or a
related corporation with the director or with a firm of which the director is a member, or with a company in which the director has
a substantial financial interest.

Neither during nor at the end of the financial year, was the Company a party to any arrangement, apart from the Company’s ESOS,
whose object is to enable the directors to acquire benefits by means of the acquisition of shares in, or debentures of, the Company
or any other body corporate.

74 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
DIRECTORS’ REPORT

INDEMNITY AND INSURANCE FOR DIRECTORS AND OFFICERS

There was no indemnity given to or liability insurance effected for any director or officer of the Group or the Company during the
financial year.

AUDITORS

The auditors, Messrs. Crowe Horwath, have expressed their willingness to continue in office. The auditors’ remuneration is
disclosed in Note 20 to the financial statements. There was no indemnity given to or liability insurance effected for the auditors
during the financial year.

SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORS


DATED 29 MARCH 2018

Chu Jenn Weng

Siaw Kok Tong

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 75
STATEMENT BY DIRECTORS

In the opinion of the directors, the financial statements set out on pages 81 to 122 give a true and fair view of the financial position
of the Group and the Company as at 31 December 2017 and of their financial performance and cash flows for the financial year
then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the
requirements of the Companies Act 2016 in Malaysia.

SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORS


DATED 29 MARCH 2018

Chu Jenn Weng Siaw Kok Tong

STATUTORY DECLARATION
I, Chu Jenn Weng, being the director primarily responsible for the financial management of ViTrox Corporation Berhad, do solemnly
and sincerely declare that the financial statements set out on pages 81 to 122 are, to the best of my knowledge and belief, correct
and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory
Declarations Act 1960.

Subscribed and solemnly declared by Chu Jenn


Weng at Georgetown in the State of Penang on this
29 March 2018 Chu Jenn Weng

Before me

Mok Cheng Yoon , PJK


No. P140
Commissioner for Oaths

76 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF VITROX CORPORATION BERHAD

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of ViTrox Corporation Berhad, which comprise the statements of financial position as
at 31 December 2017 of the Group and the Company, and the statements of comprehensive income, statements of changes in
equity and statements of cash flows of the Group and the Company for the financial year then ended, and notes to the financial
statements, including a summary of significant accounting policies, as set out on pages 81 to 122.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and the
Company as at 31 December 2017, and of their financial performance and cash flows for the financial year then ended in
accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of
the Companies Act 2016 in Malaysia.

Basis for Opinion

We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing.
Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial
Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.

Independence and Other Ethical Responsibilities

We are independent of the Group and the Company in accordance with the By-Laws (on Professional Ethics, Conduct and Practice)
of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’ Code of Ethics
for Professional Accountants (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the By-Laws
and the IESBA Code.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the Group and the Company of the current period. These matters were addressed in the context of our audit of
the financial statements of the Group and the Company as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.

Key audit matter How our audit addressed the key audit matter
Valuation of inventories (Refer to Notes 3 and 10 to the Our audit procedures included, among others:-
financial statements) • Obtaining an understanding of:-
• the Group’s inventory management process;
The Group carries significant inventories. Management • how the Group identifies and assesses inventory
periodically reviews the inventories for potential write-downs write-downs; and
by considering their aging profile, estimation of market • how the Group makes the accounting estimates for
price fluctuations and net realisable value. These reviews inventory write-downs.
involve judgements and estimation uncertainty in forming • Reviewing the ageing analysis of inventories and testing
expectations about future consumptions, sales and demands. the reliability thereof.
• Examining the perpetual records for inventory movements
and to identify slow moving aged items.
• Making inquiries of management regarding the action
plans to clear slow moving aged and obsolete inventories.
• Reviewing the net realisable value of major inventories.
• Evaluating the reasonableness and adequacy of the
allowance for inventories recognised for identified
exposures.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 77
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF VITROX CORPORATION BERHAD

Key audit matter How our audit addressed the key audit matter
Impairment of receivables (Refer to Notes 3 and 11 to the Our audit procedures included, among others:-
financial statements) • Obtaining an understanding of:-
• the Group’s control over the receivable collection
The Group carries significant receivables and is subject to process;
major credit risk exposures. The assessment of recoverability • how the Group identifies and assesses the
of receivables involves judgements and estimation uncertainty impairment of receivables; and
in analysing historical bad debts, customer concentration, • how the Group makes the accounting estimates for
customer creditworthiness, current economic trends, impairment.
customer payment terms, etc. • Reviewing the ageing analysis of receivables and testing
the reliability thereof.
• Reviewing subsequent cash collections for major
receivables and overdue amounts.
• Making inquiries of management regarding the action
plans to recover overdue amounts.
• Comparing and challenging management’s view on the
recoverability of overdue amounts to historical patterns
of collections.
• Examining other evidence including customer
correspondences, proposed or existing settlement plans,
repayment schedules, etc.
• Evaluating the reasonableness and adequacy of the
allowance for impairment recognised for identified
exposures.

We have determined that there are no key audit matters to communicate in our report in respect of the audit of the financial
statements of the Company.

Information Other than the Financial Statements and Auditors’ Report Thereon

The directors of the Company are responsible for the other information. The other information comprises the directors’ report (but
does not include the financial statements of the Group and the Company and our auditors’ report thereon), which we obtained prior
to the date of this auditors’ report, and the annual report, which is expected to be made available to us after that date.

Our opinion on the financial statements of the Group and the Company does not cover the other information and we do not and will
not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements of the Group and the Company, our responsibility is to read the other
information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial
statements of the Group and the Company or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditors’ report, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to
report in this regard.

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the
matter to the directors of the Company and request that a correction be made. If the directors refuse to make the correction, we
shall take appropriate action considering our legal rights and obligations, to seek to have the uncorrected material misstatement
appropriately brought to the attention of users for whom our auditors’ report is prepared.

78 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF VITROX CORPORATION BERHAD

Responsibilities of the Directors for the Financial Statements

The directors of the Company are responsible for the preparation of financial statements of the Group and the Company that give
a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards
and the requirements of the Companies Act 2016 in Malaysia. The directors are also responsible for such internal control as the
directors determine is necessary to enable the preparation of financial statements of the Group and the Company that are free
from material misstatement, whether due to fraud or error.

In preparing the financial statements of the Group and the Company, the directors are responsible for assessing the Group’s and
the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or the Company or to cease operations,
or have no realistic alternative but to do so.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and the Company as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with approved
standards on auditing in Malaysia and International Standards on Auditing will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we
exercise professional judgement and maintain professional scepticism throughout the audit. We also:-

• Identify and assess the risks of material misstatement of the financial statements of the Group and the Company, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and the Company’s
internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on
the Group’s or the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditors’ report to the related disclosures in the financial statements of the Group and
the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group or the Company
to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements of the Group and the Company, including
the disclosures, and whether the financial statements of the Group and the Company represent the underlying transactions
and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within
the Group to express an opinion on the financial statements of the Group. We are responsible for the direction, supervision
and performance of the group audit. We remain solely responsible for our audit opinion.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 79
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF VITROX CORPORATION BERHAD

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence,
and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of
the financial statements of the Group and the Company of the current period and are therefore the key audit matters. We describe
these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that we have not acted as auditors of a
subsidiary, ViTrox Technologies (Suzhou) Co., Ltd.

Other Matters

This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act 2016
in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

Crowe Horwath Eddy Chan Wai Hun


Firm No.: AF 1018 Approval No.: 02182/10/2019 J
Chartered Accountants Chartered Accountant

Date: 29 March 2018

Penang

80 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2017

2017 2016
Note RM RM

NON-CURRENT ASSETS
Property, plant and equipment 4 132,929,178 91,245,757
Investment properties 5 600,000 600,000
Development expenditure 6 1,376,063 2,145,082
Investment in associate 8 1,011,649 0
Investments in club memberships, at cost 91,250 91,250
Deferred tax assets 9 164,000 79,000
136,172,140 94,161,089

CURRENT ASSETS
Inventories 10 71,783,768 65,146,181
Trade and other receivables 11 124,027,595 102,264,393
Financial assets at fair value through profit or loss 12 1,046,423 0
Prepayments 3,192,369 1,604,111
Current tax assets 1,542,492 3,027,906
Cash and cash equivalents 13 150,572,156 110,105,868
352,164,803 282,148,459

CURRENT LIABILITIES
Trade and other payables 14 83,376,975 65,982,457
Dividend payable 7,052,394 5,858,664
Term loans - secured 15 3,482,864 5,075,498
Financial liabilities at fair value through profit or loss 12 0 3,020,697
Advance billings to customers 3,269,148 2,313,625
Current tax liabilities 457,905 32,540
97,639,286 82,283,481
NET CURRENT ASSETS 254,525,517 199,864,978

NON-CURRENT LIABILITIES
Deferred tax liabilities 9 750,000 711,000
Term loans - secured 15 55,021,342 27,032,952
Deferred income on government grants 16 4,686,226 4,420,369
60,457,568 32,164,321

NET ASSETS 330,240,089 261,861,746

EQUITY
Share capital 17 49,275,125 23,434,655
Share premium 0 11,061,825
Capital reserve 277,110 0
Share option reserve 744,772 1,206,807
Currency translation reserve (7,820) 57,373
Retained profits 279,950,902 226,101,086
TOTAL EQUITY 330,240,089 261,861,746

The annexed notes form an integral part of these financial statements.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 81
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2017 2016
Note RM RM

Revenue 18 327,488,501 234,025,768

Other income 10,197,374 15,832,524

Amortisation of development expenditure (769,019) (939,848)

Changes in work-in-progress and finished goods 6,250,874 10,764,130

Depreciation of property, plant and equipment (5,930,158) (4,168,827)

Employee benefits expense 19 (59,508,314) (48,341,370)

Raw materials consumed (111,684,494) (85,831,397)

Finance costs (41,443) (74,345)

Other expenses (79,462,914) (60,346,711)

Share of loss of associate (38,351) 0

Profit before tax 20 86,502,056 60,919,924

Tax (expense)/income 21 (3,482,915) 3,928,936

Profit for the financial year 83,019,141 64,848,860

Other comprehensive income:-

Item that may be reclassified subsequently to profit or loss:-


Currency translation differences for foreign operation (65,193) (4,915)

Other comprehensive income for the financial year (65,193) (4,915)

Total comprehensive income for the financial year 82,953,948 64,843,945

Earnings per share:- 22

- Basic (sen) 17.67 13.86

- Diluted (sen) 17.63 13.81

The annexed notes form an integral part of these financial statements.

82 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
Non-distributable Distributable
Share Currency
Share Share Capital option translation Retained Total
capital premium reserve reserve reserve profits equity
RM RM RM RM RM RM RM

Balance at 1 January 2016 23,342,290 8,331,734 0 1,886,306 62,288 175,297,465 208,920,083

Profit for the financial year 0 0 0 0 0 64,848,860 64,848,860


Currency translation differences for foreign
operation (representing other comprehensive
income for the financial year) 0 0 0 0 (4,915) 0 (4,915)
Total comprehensive income for the financial year 0 0 0 0 (4,915) 64,848,860 64,843,945

Share-based payments 0 0 0 441,959 0 0 441,959


Issue of shares pursuant to Employees' Share
Option Scheme 92,365 2,730,091 0 (1,121,458) 0 0 1,700,998
Dividends (Note 23) 0 0 0 0 0 (14,045,239) (14,045,239)
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

Total transactions with owners 92,365 2,730,091 0 (679,499) 0 (14,045,239) (11,902,282)

Balance at 31 December 2016 23,434,655 11,061,825 0 1,206,807 57,373 226,101,086 261,861,746


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

ANNUAL REPORT 2017


VITROX CORPORATION BERHAD (649966-K)
The annexed notes form an integral part of these financial statements.

83
84
Non-distributable Distributable
Share Currency
Share Share Capital option translation Retained Total
capital premium reserve reserve reserve profits equity

ANNUAL REPORT 2017


RM RM RM RM RM RM RM

Balance at 1 January 2017 23,434,655 11,061,825 0 1,206,807 57,373 226,101,086 261,861,746

VITROX CORPORATION BERHAD (649966-K)


Profit for the financial year 0 0 0 0 0 83,019,141 83,019,141

Currency translation differences for foreign


operation (representing other comprehensive
income for the financial year) 0 0 0 0 (65,193) 0 (65,193)
Total comprehensive income for the financial year 0 0 0 0 (65,193) 83,019,141 82,953,948

Share-based payments 0 0 0 527,232 0 0 527,232


Issue of shares pursuant to Employees' Share
Option Scheme 1,071,830 1,360,132 0 (989,267) 0 0 1,442,695
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

Bonus issue 23,504,610 (11,061,825) 0 0 0 (12,442,785) 0


Share issue transaction costs (96,102) 0 0 0 0 0 (96,102)
Dividends (Note 23) 0 0 0 0 0 (16,449,430) (16,449,430)
Total transactions with owners 24,480,338 (9,701,693) 0 (462,035) 0 (28,892,215) (14,575,605)

Transfer of share premium 1,360,132 (1,360,132) 0 0 0 0 0

Transfer to capital reserve* 0 0 277,110 0 0 (277,110) 0


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Balance at 31 December 2017 49,275,125 0 277,110 744,772 (7,820) 279,950,902 330,240,089

* This represents the amount transferred from the retained profits of a subsidiary under the statutory requirements of the People’s Republic of China.

The annexed notes form an integral part of these financial statements.


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2017 2016
Note RM RM

CASH FLOWS FROM OPERATING ACTIVITIES


Profit before tax 86,502,056 60,919,924
Adjustments for:-
Allowance for slow moving inventories 3,430,353 2,975,263
Amortisation and depreciation 6,699,177 5,108,675
Amortisation of deferred income (2,255,186) (1,351,184)
Gain on disposal of property, plant and equipment 0 (536)
Impairment loss on receivables 276 578,610
Interest expense 41,443 74,345
Interest income (2,589,685) (952,739)
Reversal of allowance for slow moving inventories (2,975,263) (2,066,359)
Reversal of impairment loss on receivables 0 (43,344)
Share of loss of associate 38,351 0
Share-based payments 527,232 441,959
Unrealised (gain)/loss on financial instruments at fair value
through profit or loss (1,046,423) 3,020,697
Unrealised gain on foreign exchange (1,577,324) (9,286,646)
Operating profit before working capital changes 86,795,007 59,418,665
Changes in:-
Inventories (7,092,677) (9,500,582)
Receivables and prepayments (27,358,697) (3,264,053)
Payables and advance billings 19,058,141 37,549,879
Financial instruments at fair value through profit or loss (3,020,697) (157,804)
Cash generated from operations 68,381,077 84,046,105
Tax paid (3,956,804) (3,876,785)
Tax refunded 2,338,668 169,373
Net cash from operating activities 66,762,941 80,338,693

CASH FLOWS FROM INVESTING ACTIVITIES


Acquisition of associate (1,050,000) 0
Grants received 2,830,229 314,190
Interest received 2,504,530 952,002
Proceeds from disposal of property, plant and equipment 0 5,373
Purchase of property, plant and equipment (46,534,125) (59,228,416)
Net cash used in investing activities (42,249,366) (57,956,851)

The annexed notes form an integral part of these financial statements.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 85
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2017 2016
Note RM RM

CASH FLOWS FROM FINANCING ACTIVITIES


Dividends paid (15,255,700) (11,687,918)
Drawdown of term loans 24 35,299,291 29,000,000
Interest paid (1,055,024) (348,544)
Issue of shares 1,442,695 1,700,998
Repayment of term loans 24 (4,103,539) (3,209,867)
Share issue transaction costs paid (96,102) 0
Withdrawal/(Placement) of term deposits pledged as security 28,584 (928)
Net cash from financing activities 16,260,205 15,453,741

Currency translation differences (278,908) 8,284,673

Net increase in cash and cash equivalents 40,494,872 46,120,256

Cash and cash equivalents brought forward 110,077,284 63,957,028

Cash and cash equivalents carried forward 13 150,572,156 110,077,284

The annexed notes form an integral part of these financial statements.

86 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2017

2017 2016
Note RM RM

NON-CURRENT ASSETS
Property, plant and equipment 4 220,141 633,018
Development expenditure 6 1,376,063 2,094,009
Investments in subsidiaries 7 10,200,784 9,876,268
Investment in associate 8 1,050,000 0
12,846,988 12,603,295

CURRENT ASSETS
Trade and other receivables 11 30,982,563 64,792,243
Prepayments 38,899 82,853
Current tax assets 27,616 44,026
Cash and cash equivalents 13 44,053,955 5,030,633
75,103,033 69,949,755

CURRENT LIABILITIES
Payables 14 9,247,754 9,177,471
Dividend payable 7,052,394 5,858,664
16,300,148 15,036,135
NET CURRENT ASSETS 58,802,885 54,913,620

NON-CURRENT LIABILITIES
Deferred income on government grants 16 601,117 1,065,225

NET ASSETS 71,048,756 66,451,690

EQUITY
Share capital 17 49,275,125 23,434,655
Share premium 0 11,061,825
Share option reserve 744,772 1,206,807
Retained profits 21,028,859 30,748,403
TOTAL EQUITY 71,048,756 66,451,690

The annexed notes form an integral part of these financial statements.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 87
STATEMENT OF COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2017 2016
Note RM RM

Revenue 18 39,807,592 46,990,828

Other income 747,960 651,591

Amortisation of development expenditure (717,946) (717,946)

Depreciation of property, plant and equipment (416,677) (472,656)

Employee benefits expense 19 (18,571,175) (17,075,093)

Other expenses (1,668,443) (1,392,712)

Profit before tax 20 19,181,311 27,984,012

Tax (expense)/income 21 (8,640) 15,645

Profit for the financial year 19,172,671 27,999,657

Other comprehensive income for the financial year 0 0

Total comprehensive income for the financial year 19,172,671 27,999,657

The annexed notes form an integral part of these financial statements.

88 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

Non-distributable Distributable
Share
Share Share option Retained Total
capital premium reserve profits equity
RM RM RM RM RM

Balance at 1 January 2016 23,342,290 8,331,734 1,886,306 16,793,985 50,354,315

Profit (representing total


comprehensive income) for the
financial year 0 0 0 27,999,657 27,999,657

Share-based payments 0 0 441,959 0 441,959


Issue of shares pursuant to
Employees' Share Option Scheme 92,365 2,730,091 (1,121,458) 0 1,700,998
Dividends (Note 23) 0 0 0 (14,045,239) (14,045,239)
Total transactions with owners 92,365 2,730,091 (679,499) (14,045,239) (11,902,282)

Balance at 31 December 2016 23,434,655 11,061,825 1,206,807 30,748,403 66,451,690

Profit (representing total


comprehensive income) for the
financial year 0 0 0 19,172,671 19,172,671

Share-based payments 0 0 527,232 0 527,232


Issue of shares pursuant to
Employees' Share Option Scheme 1,071,830 1,360,132 (989,267) 0 1,442,695
Bonus issue 23,504,610 (11,061,825) 0 (12,442,785) 0
Share issue transaction costs (96,102) 0 0 0 (96,102)
Dividends (Note 23) 0 0 0 (16,449,430) (16,449,430)
Total transactions with owners 24,480,338 (9,701,693) (462,035) (28,892,215) (14,575,605)

Transfer of share premium 1,360,132 (1,360,132) 0 0 0

Balance at 31 December 2017 49,275,125 0 744,772 21,028,859 71,048,756

The annexed notes form an integral part of these financial statements.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 89
STATEMENT OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2017 2016
Note RM RM

CASH FLOWS FROM OPERATING ACTIVITIES


Profit before tax 19,181,311 27,984,012
Adjustments for:-
Amortisation and depreciation 1,134,623 1,190,602
Amortisation of deferred income (464,108) (512,789)
Dividend income (20,000,000) (31,000,000)
Interest income (259,902) (130,247)
Share-based payments 202,716 263,302
Unrealised gain on foreign exchange 0 (640)
Operating loss before working capital changes (205,360) (2,205,760)
Changes in:-
Receivables and prepayments 33,853,082 (23,213,302)
Payables 70,283 2,367,552
Cash generated from/(absorbed by) operations 33,718,005 (23,051,510)
Tax paid (20,230) (23,800)
Tax refunded 28,000 0
Net cash from/(used in) operating activities 33,725,775 (23,075,310)

CASH FLOWS FROM INVESTING ACTIVITIES


Acquisition of associate (1,050,000) 0
Dividends received 20,000,000 31,000,000
Interest received 260,454 132,721
Purchase of property, plant and equipment (3,800) 0
Subscription for shares in subsidiary 0 (500,000)
Net cash from investing activities 19,206,654 30,632,721

CASH FLOWS FROM FINANCING ACTIVITIES


Dividends paid (15,255,700) (11,687,918)
Issue of shares 1,442,695 1,700,998
Share issue transaction costs paid (96,102) 0
Net cash used in financing activities (13,909,107) (9,986,920)

Net increase/(decrease) in cash and cash equivalents 39,023,322 (2,429,509)

Cash and cash equivalents brought forward 5,030,633 7,460,142

Cash and cash equivalents carried forward 13 44,053,955 5,030,633

The annexed notes form an integral part of these financial statements.

90 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

1. GENERAL INFORMATION

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

The principal activities of the Company are those of investment holding and development of 3D and line scan vision
inspection system. The principal activities of the subsidiaries are disclosed in Note 7.

The registered office of the Company is located at 57-G, Persiaran Bayan Indah, Bayan Bay, Sungai Nibong, 11900 Penang
and its principal place of business is located at 85A, Lintang Bayan Lepas 11, Bayan Lepas Industrial Park Phase IV, 11900
Bayan Lepas, Penang.

The consolidated financial statements set out on pages 81 to 86 together with the notes thereto cover the Company and its
subsidiaries (“the Group”) and the Group’s interest in an associate. The separate financial statements of the Company set
out on pages 87 to 90 together with the notes thereto cover the Company solely.

The presentation currency of the financial statements is Ringgit Malaysia (“RM”).

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors
dated 29 March 2018.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of Preparation of Financial Statements

The financial statements of the Group and the Company are prepared under the historical cost convention, modified
to include other bases of measurement as disclosed in other sections of the significant accounting policies, and in
accordance with Malaysian Financial Reporting Standards (“MFRSs”), International Financial Reporting Standards and
the requirements of the Companies Act 2016 in Malaysia.

The following MFRSs became effective for the financial year under review:-

Effective for annual


periods beginning
MFRS on or after

Amendments to MFRS 12 Disclosure of Interests in Other Entities (Annual 1 January 2017


Improvements to MFRS Standards 2014 - 2016 Cycle)
Amendments to MFRS 107 Disclosure Initiative 1 January 2017
Amendments to MFRS 112 Recognition of Deferred Tax Assets for Unrealised Losses 1 January 2017

The adoption of the above MFRSs did not result in any significant changes in the accounting policies of the Group and the
Company.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 91
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

2.1 Basis of Preparation of Financial Statements (cont’d)

The Group and the Company have not applied the following MFRSs which have been issued as at the end of the
reporting period but are not yet effective:-

Effective for annual


periods beginning
MFRS (Issued as at the end of the reporting period) on or after

MFRS 9 Financial Instruments 1 January 2018


MFRS 15 Revenue from Contracts with Customers 1 January 2018
MFRS 16 Leases 1 January 2019
MFRS 17 Insurance Contracts 1 January 2021
IC Interpretation 22 Foreign Currency Transactions and Advance Consideration 1 January 2018
IC Interpretation 23 Uncertainty over Income Tax Treatments 1 January 2019
Amendments to MFRS 1 First-time Adoption of Malaysian Financial Reporting Standards 1 January 2018
(Annual Improvements to MFRS Standards 2014 - 2016 Cycle)
Amendments to MFRS 2 Classification and Measurement of Share-based Payment 1 January 2018
Transactions
Amendments to MFRS 4 Applying MFRS 9 Financial Instruments with MFRS 4 Insurance 1 January 2018
Contracts
Amendments to MFRS 9 Prepayment Features with Negative Compensation 1 January 2019
Amendments to MFRS 10 and MFRS 128 Sale or Contribution of Assets between an Deferred
Investor and its Associate or Joint Venture
Amendments to MFRS 15 Clarifications to MFRS 15 Revenue from Contracts with 1 January 2018
Customers
Amendments to MFRS 128 Investments in Associates and Joint Ventures (Annual 1 January 2018
Improvements to MFRS Standards 2014 - 2016 Cycle)
Amendments to MFRS 128 Long-term Interests in Associates and Joint Ventures 1 January 2019
Amendments to MFRS 140 Transfers of Investment Property 1 January 2018

Management foresees that the initial application of the above MFRSs will not result in any significant changes in the
accounting policies of the Group and the Company except as follows:-

MFRS 9 Financial Instruments

MFRS 9, which replaces MFRS 139 Financial Instruments: Recognition and Measurement, sets out the requirements for
recognising and measuring financial instruments. The major changes introduced by MFRS 9 (that are relevant to the
Group and the Company) relate to the classification and measurement of financial assets. Under MFRS 9:-

(i) Financial assets are classified as subsequently measured at amortised cost, fair value through other
comprehensive income or fair value through profit or loss on the basis of both the business model within which
they are held and their contractual cash flow characteristics. Based on management’s assessment, the adoption
of the new guidance will not significantly affect the existing classification and measurement of financial assets
of the Group and the Company.

92 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

2.1 Basis of Preparation of Financial Statements (cont’d)

MFRS 9 Financial Instruments (cont'd)

(ii) Impairment loss on financial assets is recognised using a new “expected credit loss” model as opposed to
the “incurred credit loss” model currently used in MFRS 139. Under the new model, expected credit losses are
recognised for financial assets using reasonable and supportable historical and forward-looking information
even before a loss event occurs. Based on management’s assessment, any additional impairment losses to be
recognised using the new impairment model are not expected to be material to the Group and the Company.

The Group and the Company will apply the new requirements of MFRS 9 from 1 January 2018 with any cumulative
effect of initial application recognised at that date without restating the comparative information presented under
MFRS 139.

MFRS 15 Revenue from Contracts with Customers

MFRS 15, which replaces MFRS 111 Construction Contracts, MFRS 118 Revenue and other related interpretations,
establishes a single comprehensive model for revenue recognition. Under MFRS 15, revenue is recognised when (or as)
the entity satisfies a performance obligation by transferring a promised good or service (i.e. an asset) to a customer. An
asset is transferred when (or as) the customer obtains control of that asset. Revenue is recognised either over time or
at a point in time depending on the timing of transfer of control. Based on management’s assessment, the adoption of
the new revenue recognition model will not significantly affect the following current practices of recognising revenue:-

(i) Revenue from the sale of goods is currently recognised based on the transfer of risks and rewards which
generally coincides with the transfer of control at a point in time.

(ii) Revenue from the rendering of services is currently recognised when the services are performed as the customer
simultaneously receives and consumes the benefits from the performance of services over time.

The Group and the Company will apply the new requirements of MFRS 15 from 1 January 2018 with any cumulative
effect of initial application recognised at that date without restating the comparative information presented under
MFRS 118.

MFRS 16 Leases

MFRS 16, which replaces MFRS 117 Leases and other related interpretations, eliminates the distinction between
finance and operating leases for lessees. It introduces a single lessee accounting model and requires a lessee to
recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low
value. A lessee is required to recognise a right-of-use asset representing its right to use the underlying leased asset
and a lease liability representing its obligation to make lease payments.

The Group and the Company will apply the new requirements of MFRS 16 from 1 January 2019 with any cumulative
effect of initial application recognised at that date without restating the comparative information presented under
MFRS 117.

2.2 Basis of Consolidation

A subsidiary is an entity that is controlled by another entity. An investor controls an investee when it is exposed, or has
rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its
power over the investee.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 93
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

2.2 Basis of Consolidation (cont’d)

The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries made
up to the end of the reporting period using the acquisition method. Under the acquisition method, the consideration
transferred, the identifiable assets acquired and the liabilities assumed are measured at their acquisition-date fair
values. The components of non-controlling interests that are present ownership interests are measured at the present
ownership instruments’ proportionate share in the recognised amounts of the identifiable net assets acquired. All other
components of non-controlling interests are measured at their acquisition-date fair values. In a business combination
achieved in stages, the previously held equity interest in the acquiree is remeasured at its acquisition-date fair value
and any resulting gain or loss is recognised in profit or loss. All acquisition-related costs, other than the costs to issue
debt or equity securities, are recognised in profit or loss as incurred.

Goodwill at the acquisition date is measured as the excess of (a) over (b) below:-

(a) the aggregate of:-


(i) the acquisition-date fair value of the consideration transferred;
(ii) the amount of any non-controlling interests; and
(iii) in a business combination achieved in stages, the acquisition-date fair value of the previously held equity
interest in the acquiree.

(b) the net of the acquisition-date fair values of the identifiable assets acquired and the liabilities assumed.

Goodwill is recognised as an asset at the aforementioned amount less accumulated impairment losses, if any. The
impairment policy is disclosed in Note 2.9. When the above (b) exceeds (a), the excess represents a bargain purchase
gain and, after reassessment, is recognised in profit or loss.

A subsidiary is consolidated from the acquisition date, being the date on which control is obtained, and continues
to be consolidated until the date when control is lost. Intragroup balances, transactions, income and expenses are
eliminated in full on consolidation. Total comprehensive income is attributed to the owners of the parent and to the
non-controlling interests even if this results in the non-controlling interests having a deficit balance. All changes in
the parent’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity
transactions.

Upon loss of control of a subsidiary, the assets (including any goodwill) and liabilities of, and any non-controlling
interests in the subsidiary are derecognised. All amounts recognised in other comprehensive income in relation to the
subsidiary are accounted for on the same basis as would be required if the related assets or liabilities had been directly
disposed of. Any consideration received and any investment retained in the former subsidiary are recognised at their
fair values. The resulting difference is then recognised as a gain or loss in profit or loss.

2.3 Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses,
if any. The impairment policy is disclosed in Note 2.9.

Capital work-in-progress is not depreciated. Leasehold land is depreciated on a straight-line basis over the lease term
of 60 years. Other property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives
of the assets using the following annual rates:-

94 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

2.3 Property, Plant and Equipment (cont’d)

Buildings 2%
Furniture, fittings and equipment 20% - 33%
Motor vehicles 25%
Renovation and electrical installation 25%

The residual value, useful life and depreciation method of an asset are reviewed at least at the end of each reporting
period and any changes in expectations from previous estimates are accounted for prospectively as changes in
accounting estimates.

2.4 Investment Properties

Investment property, being a property held to earn rentals and/or for capital appreciation, is stated at fair value. Any
gain or loss arising from a change in the fair value of investment property is recognised in profit or loss.

2.5 Research and Development Expenditure

Research expenditure is recognised in profit or loss when incurred.

Expenditure incurred on projects to develop new products is capitalised and deferred only when the Group or the
Company can demonstrate the technical feasibility of completing the intangible asset so that it will be available for
use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic
benefits, the availability of resources to complete the development and the ability to measure reliably the expenditure
during the development. Product development expenditure which does not meet these criteria is recognised in profit
or loss when incurred.

Capitalised development expenditure, considered to have finite useful lives, is stated at cost less accumulated
amortisation and accumulated impairment losses, if any. The impairment policy is disclosed in Note 2.9. Amortisation
is calculated on a straight-line basis over the estimated commercial lives of the underlying products of not more than
5 years. The amortisation period and method are reviewed at least at the end of each reporting period and any changes
in expectations from previous estimates are accounted for prospectively as changes in accounting estimates.

2.6 Investments in Subsidiaries

As required by the Companies Act 2016, the Company prepares separate financial statements in addition to the
consolidated financial statements. In the separate financial statements of the Company, investments in subsidiaries
are stated at cost less impairment losses, if any. The impairment policy is disclosed in Note 2.9.

2.7 Investment in Associate

An associate is an entity over which an investor has significant influence. Significant influence is the power to
participate in the financial and operating policy decisions of the investee but is not control or joint control of those
policies.

In the consolidated financial statements, investment in associate is accounted for using the equity method. Under the
equity method, the investment is initially recognised at cost and adjusted thereafter for the post-acquisition changes
in the investor’s share of the investee’s net assets. After application of the equity method, the carrying amount of the
investment is subject to further impairment assessment. The impairment policy is disclosed in Note 2.9.

In the separate financial statements of the Company, investment in associate is stated at cost less impairment losses,
if any. The impairment policy is disclosed in Note 2.9.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 95
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

2.8 Investments in Club Memberships

Investments in club memberships are stated at cost less impairment losses, if any. The impairment policy is disclosed
in Note 2.9.

2.9 Impairment of Non-financial Assets

At the end of each reporting period, the Group and the Company assess whether there is any indication that a non-
financial asset, other than inventories, deferred tax assets and investment properties stated at fair value, may be
impaired. If any such indication exists, the recoverable amount of the asset, being the higher of its fair value less costs
of disposal and its value in use, is estimated. Irrespective of whether there is any indication of impairment, goodwill is
tested for impairment annually. Any excess of the carrying amount of the asset over its recoverable amount represents
an impairment loss and is recognised in profit or loss.

An impairment loss on an asset, other than goodwill, is reversed if there has been a change in the estimates used to
determine the recoverable amount and it is reversed only to the extent that the increased carrying amount does not
exceed the carrying amount that would have been determined, net of depreciation or amortisation, had no impairment
loss been recognised. The reversal is recognised in profit or loss. An impairment loss on goodwill is not reversed.

2.10 Inventories

Inventories of materials and goods are valued at the lower of cost (determined principally on the weighted average
basis) and net realisable value. Cost consists of all costs of purchase, costs of conversion and other costs incurred in
bringing the inventories to their present location and condition. Net realisable value is the estimated selling price in the
ordinary course of business less the estimated costs of completion and costs necessary to make the sale.

2.11 Financial Assets

Financial assets of the Group and the Company consist of receivables, derivatives and cash and cash equivalents.

Recognition and Measurement

A financial asset is recognised in the statement of financial position when, and only when, the Group or the Company
becomes a party to the contractual provisions of the financial instrument. A regular way purchase or sale of financial
assets is recognised or derecognised using settlement date accounting. A financial asset is initially recognised at fair
value plus, in the case of a financial asset not at fair value through profit or loss, directly attributable transaction costs.
The subsequent measurement of a financial asset depends on its classification as follows:-

(i) Financial assets at fair value through profit or loss

All derivatives, except for those designated as hedges, are classified as held for trading under this category. After
initial recognition, such financial assets are measured at fair value. Any gain or loss arising from a change in the
fair value is recognised in profit or loss.

(ii) Held-to-maturity investments

The Group and the Company do not have any financial assets classified under this category.

(iii) Loans and receivables

All receivables and cash and cash equivalents are classified under this category. After initial recognition,
such financial assets are measured at amortised cost using the effective interest method. Any gain or loss
is recognised in profit or loss when the financial asset is derecognised or impaired as well as through the
amortisation process.

96 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

2.11 Financial Assets (cont’d)

Recognition and Measurement (cont’d)

(iv) Available-for-sale financial assets

The Group and the Company do not have any financial assets classified under this category.

A financial asset is derecognised when, and only when, the contractual rights to the cash flows from the financial asset
have expired or all the risks and rewards of ownership have been substantially transferred.

Impairment

At the end of each reporting period, the Group and the Company assess whether there is any objective evidence that
a financial asset or group of financial assets classified under loans and receivables is impaired. If any such evidence
exists, the impairment loss is measured as the difference between the asset’s carrying amount and the present value of
estimated future cash flows discounted using the asset’s original effective interest rate. The asset’s carrying amount
is reduced through the use of an allowance account and the impairment loss is recognised in profit or loss. The gross
carrying amount and the associated allowance are written off when there is no realistic prospect of future recovery.

If, in a subsequent period, the impairment loss decreases and the decrease can be related objectively to an event
occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent
that the increased carrying amount does not exceed what the amortised cost would have been had no impairment loss
been recognised at the reversal date. The reversal is recognised in profit or loss.

2.12 Financial Liabilities

Financial liabilities of the Group and the Company consist of payables, loans and borrowings and derivatives (including
financial guarantee contracts).

Recognition and Measurement

A financial liability is recognised in the statement of financial position when, and only when, the Group or the Company
becomes a party to the contractual provisions of the financial instrument. A financial liability is initially recognised at
fair value less, in the case of a financial liability not at fair value through profit or loss, directly attributable transaction
costs. After initial recognition, all financial liabilities, except for financial liabilities at fair value through profit or loss
and financial guarantee contracts, are measured at amortised cost using the effective interest method. Any gain or
loss is recognised in profit or loss when the financial liability is derecognised as well as through the amortisation
process.

(i) Financial liabilities at fair value through profit or loss

All derivatives, except for financial guarantee contracts or those designated as hedges, are classified as held for
trading under this category. After initial recognition, such financial liabilities are measured at fair value. Any gain
or loss arising from a change in the fair value is recognised in profit or loss.

(ii) Financial guarantee contracts

After initial recognition at fair value, if any, financial guarantee contracts are measured at the higher of the
amount initially recognised less appropriate amortisation and the estimate of any probable obligation.

A financial liability is derecognised when, and only when, the obligation specified in the contract is discharged or
cancelled or expires.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 97
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

2.13 Foreign Currency Transactions and Translation

The consolidated financial statements and separate financial statements of the Company are presented in Ringgit
Malaysia, which is also the Company’s functional currency, being the currency of the primary economic environment
in which the entity operates. Items included in the financial statements of each individual entity within the Group are
measured using the individual entity’s own functional currency.

A foreign currency transaction is recorded in the functional currency using the exchange rate at transaction date.
At the end of the reporting period, foreign currency monetary items are translated into the functional currency using
the closing rate. Foreign currency non-monetary items measured at cost are translated using the exchange rate at
transaction date whereas those measured at fair value are translated using the exchange rate at valuation date.
Exchange differences arising from the settlement or translation of monetary items are recognised in profit or loss. Any
exchange component of the gain or loss on a non-monetary item is recognised on the same basis as that of the gain
or loss, i.e. in profit or loss or in other comprehensive income.

In translating the financial position and results of a foreign operation whose functional currency is not the presentation
currency, i.e. Ringgit Malaysia, assets and liabilities are translated into the presentation currency using the closing rate
whereas income and expenses are translated using the exchange rates at transaction dates. All resulting exchange
differences are recognised in other comprehensive income and accumulated in equity as currency translation reserve
until the foreign operation is disposed of, at which time the cumulative exchange differences previously recognised in
other comprehensive income are reclassified from equity to profit or loss as a reclassification adjustment.

2.14 Share Capital

Ordinary shares are classified as equity. Transaction costs that relate to the issue of new shares are accounted for as
a deduction from equity.

Own shares purchased are held as treasury shares in accordance with the requirements of Section 127 of the
Companies Act 2016. The total amount of consideration paid, including directly attributable costs, is recognised directly
in equity. When treasury shares are distributed as share dividends, the cost of the shares distributed is applied in the
reduction of distributable reserves. When treasury shares are resold in the open market, the difference between the
sale consideration and the cost of the shares resold is adjusted to share capital. When treasury shares are cancelled,
the cost of the shares cancelled is applied in the reduction of distributable reserves and the issued share capital is
diminished by the shares so cancelled.

Dividends on shares declared and unpaid at the end of the reporting period are recognised as a liability whereas
dividends proposed or declared after the reporting period are disclosed in the notes to the financial statements.

2.15 Fair Value Measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date.

The Group and the Company use valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising
the use of unobservable inputs. The valuation techniques used include the following:-

(i) Market approach - which uses prices and other relevant information generated by market transactions involving
identical or comparable (i.e. similar) assets, liabilities or a group of assets and liabilities.

(ii) Cost approach - which reflects the amount that would be required currently to replace the service capacity of an
asset.

(iii) Income approach - which converts future amounts (e.g. cash flows or income and expenses) to a single current
(i.e. discounted) amount.

98 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

2.15 Fair Value Measurement (cont’d)

The inputs to valuation techniques used to measure fair value are categorised into the following levels of fair value
hierarchy:-

(i) Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access
at the measurement date.

(ii) Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly.

(iii) Level 3 - unobservable inputs for the asset or liability.

Any transfers between the levels of fair value hierarchy are deemed to have occurred at the end of the reporting period.

Non-financial Assets

The fair values of land and buildings are measured using the market comparison approach. Under this approach, the
fair values are derived from observable market data such as prices per square foot for comparable properties in similar
locations (i.e. Level 2).

Financial Assets and Financial Liabilities

The carrying amounts of receivables, cash and cash equivalents, payables and loans and borrowings which are short-
term in nature or repayable on demand are reasonable approximations of fair values. The fair values of long-term loans
and borrowings are measured using present value technique by discounting the expected future cash flows using
observable current market interest rates for similar liabilities (i.e. Level 2).

The fair value of forward exchange contract is measured using present value technique by discounting the difference
between contractual forward price and observable current market forward price using risk-free interest rate (i.e. Level
2).

2.16 Income Recognition

Income from the sale of goods is recognised when the significant risks and rewards of ownership have been transferred
to the buyer.

Income from the rendering of services is recognised when the services are performed.

Dividend income is recognised when the shareholder’s right to receive payment is established.

Interest income is recognised using the effective interest method.

2.17 Government Grants

Government grants are recognised when there is reasonable assurance that the Group or the Company will comply
with the conditions attaching to the grants and that the grants will be received. Government grants are recognised in
profit or loss on a systematic basis over the periods in which the Group or the Company recognises as expenses the
related costs for which the grants are intended to compensate. Grants related to assets are presented in the statement
of financial position as deferred income which is amortised on a straight-line basis over the estimated useful lives of
the assets. Grants related to income are presented under “other income” in the statement of comprehensive income.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 99
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

2.18 Employee Benefits

Short-term Employee Benefits

Short-term employee benefits such as wages, salaries, bonuses and social security contributions are recognised in
profit or loss or included in development expenditure, where appropriate, in the period in which the associated services
are rendered by the employee.

Defined Contribution Plans

As required by law, employers in Malaysia make contributions to the statutory pension scheme, Employees Provident
Fund (“EPF”). The Group’s foreign subsidiary makes contributions to its country’s statutory pension scheme.
Contributions to defined contribution plans are recognised in profit or loss or included in development expenditure,
where appropriate, in the period in which the associated services are rendered by the employee.

Share-based Payments

The Employees’ Share Option Scheme (“ESOS”) of the Company grants the Group’s eligible employees options to
subscribe for shares in the Company at pre-determined subscription prices. These equity compensation benefits are
treated as equity-settled share-based payment transactions and recognised in profit or loss with a corresponding
increase in equity over the vesting period as share option reserve. The total amount to be recognised is determined by
reference to the fair value of the share options at grant date and the estimated number of share options expected to
vest on vesting date.

2.19 Borrowing Costs

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset, which
is an asset that necessarily takes a substantial period of time to get ready for its intended use or sale, are capitalised
as part of the cost of the asset, until such time as the asset is substantially ready for its intended use or sale. All other
borrowing costs are recognised in profit or loss in the period in which they are incurred.

2.20 Income Taxes

Income taxes for the year comprise current tax and deferred tax.

Current tax represents the expected amount of income taxes payable in respect of the taxable profit for the year and
is measured using the tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is provided for under the liability method in respect of all temporary differences between the carrying
amount of an asset or liability and its tax base except for those temporary differences associated with goodwill or
the initial recognition of an asset or liability in a transaction which is not a business combination and affects neither
accounting nor taxable results at the time of the transaction.

A deferred tax liability is recognised for all taxable temporary differences whereas a deferred tax asset is recognised
for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable
that future taxable profit will be available against which the deductible temporary differences, unused tax losses and
unused tax credits can be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to
apply to the period when the asset is realised or the liability is settled, based on the tax rates that have been enacted
or substantively enacted by the end of the reporting period.

2.21 Cash and Cash Equivalents

Cash and cash equivalents comprise cash on hand, demand deposits, term deposits that are withdrawable on demand
and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject
to an insignificant risk of changes in value. For the purpose of statement of cash flows, cash and cash equivalents are
presented net of bank overdrafts and pledged deposits.

100 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

3. JUDGEMENTS AND ESTIMATION UNCERTAINTY

Judgements Made in Applying Accounting Policies

In the process of applying the accounting policies of the Group and the Company, management is not aware of any
judgements, apart from those involving estimations, that can significantly affect the amounts recognised in the financial
statements.

Sources of Estimation Uncertainty

The key assumptions about the future, and other major sources of estimation uncertainty at the end of the reporting period,
that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the
next financial year are discussed below:-

Valuation of inventories

Reviews are made periodically by management on inventories for excess inventories, obsolescence and decline in net realisable
value below cost. These reviews require the use of judgements and estimates. Possible changes in these estimates may result
in revisions to the valuation of inventories. The carrying amounts of inventories are disclosed in Note 10.

Impairment of receivables

The Group and the Company make allowance for impairment based on an assessment of the recoverability of receivables.
Allowance is applied to receivables when there is objective evidence that the balances may not be recoverable. Management
specifically analyses historical bad debts, customer concentration, customer creditworthiness, current economic trends and
changes in customer payment terms when making a judgement to evaluate the adequacy of the allowance for impairment.
Where expectations are different from previous estimates, the difference will impact on the carrying amounts of receivables
as disclosed in Note 11.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 101
102
4. PROPERTY, PLANT AND EQUIPMENT

The Group
Furniture, Renovation Capital

ANNUAL REPORT 2017


Leasehold fittings and Motor and electrical work-in-
land Buildings equipment vehicles installation progress Total
RM RM RM RM RM RM RM

VITROX CORPORATION BERHAD (649966-K)


Cost
Balance at 1 January 2016 2,691,103 28,094,007 17,866,820 99,578 737,939 1,741,371 51,230,818
Additions 0 0 6,600,032 0 0 52,628,384 59,228,416
Borrowing costs capitalised 0 0 0 0 0 329,201 329,201
Disposals 0 0 (632,865) 0 0 0 (632,865)
Currency translation differences 0 0 42,039 0 0 0 42,039
Balance at 31 December 2016 2,691,103 28,094,007 23,876,026 99,578 737,939 54,698,956 110,197,609
Additions 0 0 6,874,384 159,747 11,860 39,488,134 46,534,125
Borrowing costs capitalised 0 0 0 0 0 1,083,227 1,083,227
Write-offs 0 0 (7,191) 0 0 0 (7,191)
Currency translation differences 0 0 (6,740) 0 0 0 (6,740)
Balance at 31 December 2017 2,691,103 28,094,007 30,736,479 259,325 749,799 95,270,317 157,801,030
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

Accumulated Depreciation
Balance at 1 January 2016 444,779 2,890,938 11,532,130 99,578 443,368 0 15,410,793
NOTES TO THE FINANCIAL STATEMENTS

Depreciation 44,852 563,846 3,441,224 0 118,905 0 4,168,827


Disposals 0 0 (628,028) 0 0 0 (628,028)
Currency translation differences 0 0 260 0 0 0 260
Balance at 31 December 2016 489,631 3,454,784 14,345,586 99,578 562,273 0 18,951,852
Depreciation 44,852 563,846 5,163,405 39,524 118,531 0 5,930,158
Write-offs 0 0 (7,191) 0 0 0 (7,191)
Currency translation differences 0 0 (2,967) 0 0 0 (2,967)
Balance at 31 December 2017 534,483 4,018,630 19,498,833 139,102 680,804 0 24,871,852

Carrying Amount
Balance at 1 January 2016 2,246,324 25,203,069 6,334,690 0 294,571 1,741,371 35,820,025

Balance at 31 December 2016 2,201,472 24,639,223 9,530,440 0 175,666 54,698,956 91,245,757

Balance at 31 December 2017 2,156,620 24,075,377 11,237,646 120,223 68,995 95,270,317 132,929,178
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

4. PROPERTY, PLANT AND EQUIPMENT (cont'd)

The carrying amounts of property, plant and equipment pledged as security for credit facilities granted to the Group are as
follows:-

The Group
2017 2016
RM RM

Leasehold land 2,156,620 2,201,472


Buildings 24,075,377 24,639,223
Capital work-in-progress 94,981,648 54,601,352
121,213,645 81,442,047

The Company

Furniture,
fittings and
equipment Renovation Total
RM RM RM

Cost
Balance at 1 January 2016/31 December 2016 3,088,054 85,700 3,173,754
Additions 3,800 0 3,800
Write-offs (7,191) 0 (7,191)
Balance at 31 December 2017 3,084,663 85,700 3,170,363

Accumulated Depreciation
Balance at 1 January 2016 1,982,380 85,700 2,068,080
Depreciation 472,656 0 472,656
Balance at 31 December 2016 2,455,036 85,700 2,540,736
Depreciation 416,677 0 416,677
Write-offs (7,191) 0 (7,191)
Balance at 31 December 2017 2,864,522 85,700 2,950,222

Carrying Amount
Balance at 1 January 2016 1,105,674 0 1,105,674

Balance at 31 December 2016 633,018 0 633,018

Balance at 31 December 2017 220,141 0 220,141

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 103
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

5. INVESTMENT PROPERTIES

The Group

Shoplots
RM

Fair Value
Balance at 1 January 2016/31 December 2016/31 December 2017 600,000

The fair values of investment properties were measured based on appraisals performed by independent professional valuers using
the market comparison approach. The appraised values were derived from observable prices per square foot for comparable
properties in similar locations (i.e. Level 2).

The strata titles of the investment properties have yet to be issued by the relevant authorities.

6. DEVELOPMENT EXPENDITURE

The Group The Company


RM RM

Cost
Balance at 1 January 2016/31 December 2016 7,532,885 2,871,784
Write-offs (692,904) 0
Balance at 31 December 2017 6,839,981 2,871,784

Accumulated Amortisation
Balance at 1 January 2016 4,447,955 59,829
Amortisation 939,848 717,946
Balance at 31 December 2016 5,387,803 777,775
Amortisation 769,019 717,946
Write-offs (692,904) 0
Balance at 31 December 2017 5,463,918 1,495,721

Carrying Amount
Balance at 1 January 2016 3,084,930 2,811,955

Balance at 31 December 2016 2,145,082 2,094,009

Balance at 31 December 2017 1,376,063 1,376,063

104 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

7. INVESTMENTS IN SUBSIDIARIES

The Company
2017 2016
RM RM

Unquoted shares, at cost 9,042,012 9,042,012


Employees’ share options granted to subsidiaries 1,658,771 1,334,255
Impairment loss (499,999) (499,999)
10,200,784 9,876,268

The details of the subsidiaries are as follows:-

Principal Place
of Business/ Effective Ownership
Country of Interest
Name of Subsidiary Incorporation 2017 2016 Principal Activity

ViTrox Technologies Sdn. Bhd. Malaysia 100% 100% Development and production of
automated vision inspection system
and digital automated vision inspection
equipment and modules

ViE Technologies Sdn. Bhd. Malaysia 100% 100% Design, development and manufacture
of printed circuit board assemblies for
microprocessor applications

ViTrox International Sdn. Bhd. Malaysia 100% 100% Investment holding

ViTrox Technologies (Suzhou) China *100% *100% As sales and support office
Co., Ltd.

* Interest held through ViTrox International Sdn. Bhd.

8. INVESTMENT IN ASSOCIATE

The Group The Company


2017 2016 2017 2016
RM RM RM RM

Unquoted shares, at cost 1,050,000 0 1,050,000 0


Share of post-acquisition changes in net assets (38,351) 0 0 0
1,011,649 0 1,050,000 0

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 105
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

8. INVESTMENT IN ASSOCIATE (cont’d)

The details of the associate are as follows:-

Principal Place of Effective Ownership


Business/ Country Interest
Name of Associate of Incorporation 2017 2016 Principal Activity

Penang Automation Cluster Malaysia 35% N/A Providing technological design,


Sdn. Bhd. research, value added engineering
development, metrology shared services,
3-D prototyping, smart manufacturing
system and technical training to the
Automation Cluster Companies

The summarised financial information of the associate is as follows:-

2017 2016
RM RM

Current assets 2,890,613 N/A


Current liabilities (8,216) N/A
Net assets 2,882,397 N/A
Loss (representing total comprehensive income) (111,103) N/A

The reconciliation of the above summarised financial information to the carrying amount of the investment in associate is
as follows:-

The Group
2017 2016
RM RM

Net assets 2,882,397 N/A


Effective ownership interest 35% N/A
Share of net assets 1,008,839 N/A
Goodwill 2,810 N/A
Carrying amount 1,011,649 N/A

106 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

9. DEFERRED TAX ASSETS/(LIABILITIES)

The Group
2017 2016
RM RM

Balance at 1 January (632,000) (1,356,461)


Deferred tax income relating to origination and reversal of temporary differences 49,000 253,000
Deferred tax liabilities (under)/over provided in prior year (3,000) 471,461
Balance at 31 December (586,000) (632,000)

Disclosed as:-
- Deferred tax assets 164,000 79,000
- Deferred tax liabilities (750,000) (711,000)
(586,000) (632,000)

In respect of deductible/(taxable) temporary differences of:-


- Inventories 37,000 7,000
- Financial instruments 112,000 53,000
- Property, plant and equipment (726,000) (683,000)
- Investment properties (9,000) (9,000)
(586,000) (632,000)

10. INVENTORIES

The Group
2017 2016
RM RM

Raw materials 26,266,488 25,879,775


Work-in-progress 27,609,675 22,528,977
Finished goods 17,907,605 16,737,429
71,783,768 65,146,181

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 107
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

11. TRADE AND OTHER RECEIVABLES

The Group The Company


2017 2016 2017 2016
RM RM RM RM

Trade receivables:-
- Subsidiary 0 0 20,996,048 16,756,404
- Unrelated parties 114,250,321 91,395,831 0 0
114,250,321 91,395,831 20,996,048 16,756,404

Grants receivable 3,504,827 8,698,563 0 0

Other receivables:-
- Subsidiaries 0 0 9,985,515 48,020,156
- Unrelated parties 6,272,447 2,270,966 1,000 15,683
- Allowance for impairment 0 (100,967) 0 0
6,272,447 2,169,999 1,000 15,683
6,272,447 2,169,999 9,986,515 48,035,839

124,027,595 102,264,393 30,982,563 64,792,243

The currency profile of trade and other receivables is as follows:-

The Group The Company


2017 2016 2017 2016
RM RM RM RM

Ringgit Malaysia 32,576,701 21,299,007 30,982,563 64,787,308


US Dollar 80,075,266 76,379,629 0 4,935
Others 11,375,628 4,585,757 0 0
124,027,595 102,264,393 30,982,563 64,792,243

Trade Receivables

Trade receivables are unsecured and non-interest bearing. The amount owing by subsidiary is repayable on demand. The
credit terms granted to unrelated parties range from 30 to 365 days.

108 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

11. TRADE AND OTHER RECEIVABLES (cont'd)

Trade Receivables (cont'd)

The movements in allowance for impairment are as follows:-

The Group
2017 2016
RM RM

Balance at 1 January 0 77,451


Impairment loss recognised 0 578,610
Impairment loss reversed 0 (43,344)
Impairment loss written off 0 (612,717)
Balance at 31 December 0 0

All the above impairment losses were individually determined after considering the adverse financial conditions of the
debtors who have defaulted/delayed in payments.

The ageing analysis of trade receivables not impaired is as follows:-

The Group The Company


2017 2016 2017 2016
RM RM RM RM

Not past due 90,905,343 68,989,678 20,996,048 16,756,404


Past due 1 to 30 days 8,442,748 13,898,310 0 0
Past due 31 to 120 days 10,851,545 6,921,344 0 0
Past due more than 120 days 4,050,685 1,586,499 0 0
114,250,321 91,395,831 20,996,048 16,756,404

Trade receivables that are neither past due nor impaired mainly relate to creditworthy customers who have regular
transactions and good payment records with the Group.

Management determines credit risk concentrations in terms of counterparties and geographical areas. As at 31 December
2016, there were 2 major groups of customers that accounted for 10% or more of the Group’s trade receivables and the total
outstanding balances due from these major groups amounted to RM23,561,373. As at 31 December 2017, the Group did not
have any major credit risk concentration relating to any individual customer or counterparty. The credit risk concentration
profile by geographical areas of trade receivables is as follows:-

The Group The Company


2017 2016 2017 2016
RM RM RM RM

Malaysia 22,649,096 22,143,429 20,996,048 16,756,404


China 36,589,376 28,613,092 0 0
Taiwan 8,003,326 9,977,837 0 0
United States of America 12,400,915 14,013,762 0 0
Philippines 15,421,517 2,927,205 0 0
Others 19,186,091 13,720,506 0 0
114,250,321 91,395,831 20,996,048 16,756,404

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 109
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

11. TRADE AND OTHER RECEIVABLES (cont'd)

Other Receivables

Other receivables are unsecured and non-interest bearing. The amounts owing by subsidiaries are repayable on demand. The
amounts owing by unrelated parties mainly consist of refundable deposits which have no fixed repayment terms.

The movements in allowance for impairment are as follows:-

The Group
2017 2016
RM RM

Balance at 1 January 100,967 100,967


Impairment loss recognised 276 0
Impairment loss written off (101,243) 0
Balance at 31 December 0 100,967

All the above impairment losses were individually determined after considering the adverse financial conditions of the
debtors who have defaulted/delayed in payments.

12. FINANCIAL ASSETS/(LIABILITIES) AT FAIR VALUE THROUGH PROFIT OR LOSS

The Group
2017 2016
RM RM

Derivatives classified as held for trading, at fair value 1,046,423 (3,020,697)

Derivatives consist of forward exchange contracts which are used to hedge the exposure to currency risk. The Group does
not apply hedge accounting. As at 31 December 2017, the Group had contracts with financial institutions due within 1 year
to buy RM40,138,000 (2016 : RM38,711,000) and sell USD9,595,000 (2016 : USD9,295,000) at contractual forward rates.

The fair values of forward exchange contracts were quoted by the financial institutions, which normally measured the fair
values using present value technique by discounting the differences between contractual forward prices and observable
current market forward prices using risk-free interest rate (i.e. Level 2).

13. CASH AND CASH EQUIVALENTS

The Group The Company


2017 2016 2017 2016
RM RM RM RM

Highly liquid investments 80,345,659 30,437,638 43,332,923 3,143,622


Term deposits (fixed rate) 3,687,000 2,073,130 0 542,274
Cash and bank balances 66,539,497 77,595,100 721,032 1,344,737
150,572,156 110,105,868 44,053,955 5,030,633

As at 31 December 2016, a term deposit of the Group amounting to RM28,584 was pledged as security for credit facilities
granted to the Group. Accordingly, this term deposit was not freely available for use.

The effective interest rate of term deposits as at 31 December 2017 was 3.9% (2016 : 3.0% to 3.6%) per annum.

110 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

13. CASH AND CASH EQUIVALENTS (cont’d)


The currency profile of cash and cash equivalents is as follows:-

The Group The Company


2017 2016 2017 2016
RM RM RM RM

Ringgit Malaysia 112,699,303 79,552,685 44,053,955 5,030,633


US Dollar 36,058,727 29,639,513 0 0
Others 1,814,126 913,670 0 0
150,572,156 110,105,868 44,053,955 5,030,633

For the purpose of statement of cash flows, cash and cash equivalents are presented net of pledged deposit as follows:-

The Group The Company


2017 2016 2017 2016
RM RM RM RM

Cash and cash equivalents 150,572,156 110,105,868 44,053,955 5,030,633


Term deposit pledged as security 0 (28,584) 0 0
150,572,156 110,077,284 44,053,955 5,030,633

14. TRADE AND OTHER PAYABLES

The Group The Company


2017 2016 2017 2016
RM RM RM RM

Trade payables 31,437,011 19,124,126 0 0


Other payables 51,939,964 46,858,331 9,247,754 9,177,471
83,376,975 65,982,457 9,247,754 9,177,471
The currency profile of trade and other payables is as follows:-

The Group The Company


2017 2016 2017 2016
RM RM RM RM

Ringgit Malaysia 64,974,555 54,942,479 9,247,754 9,177,471


US Dollar 16,943,405 8,490,675 0 0
Others 1,459,015 2,549,303 0 0
83,376,975 65,982,457 9,247,754 9,177,471
Trade and other payables are generally short-term in nature or repayable on demand and their carrying amounts will approximate
to the remaining contractual undiscounted cash flows.
Trade Payables
Trade payables are unsecured, non-interest bearing and generally on 30 to 120 days terms.
Other Payables
Other payables are unsecured and non-interest bearing. The amounts mainly consist of sundry payables and accruals for
operating expenses which are generally due within 14 to 120 days.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 111
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

15. TERM LOANS - SECURED

The Group
2017 2016
RM RM

Term loans (floating rate and denominated in US Dollar) 58,504,206 32,108,450

Disclosed as:-
- Current liabilities 3,482,864 5,075,498
- Non-current liabilities 55,021,342 27,032,952
58,504,206 32,108,450

Term loans are secured against certain property, plant and equipment (Note 4). The effective interest rates as at 31 December
2017 ranged from 2.8% to 3.9% (2016 : 2.3% to 2.7%) per annum.

Term loans are repayable over 8 to 10 years. The repayment analysis is as follows:-

2017 2016
RM RM

Gross loan instalments:-


- Within 1 year 4,945,172 5,701,159
- Later than 1 year and not later than 2 years 7,911,833 4,276,131
- Later than 2 years and not later than 5 years 32,675,050 10,933,197
- Later than 5 years 19,557,900 14,371,539
Total contractual undiscounted cash flows 65,089,955 35,282,026
Future finance charges (6,585,749) (3,173,576)
Present value of term loans:-
- Within 1 year 3,482,864 5,075,498
- Later than 1 year and not later than 2 years 6,411,907 3,701,114
- Later than 2 years and not later than 5 years 29,729,404 9,654,554
- Later than 5 years 18,880,031 13,677,284
58,504,206 32,108,450

The fair values of term loans are measured using present value technique by discounting the expected future cash flows
using observable current market interest rates for similar liabilities (i.e. Level 2). The fair values measured are considered to
be reasonably close to the carrying amounts reported as the observable current market interest rates also approximate to
the effective interest rates of term loans.

112 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

16. DEFERRED INCOME ON GOVERNMENT GRANTS

The Group The Company


2017 2016 2017 2016
RM RM RM RM

Balance at 1 January 4,420,369 3,353,280 1,065,225 1,578,014


Grants related to property, plant and equipment 2,521,043 2,461,025 0 0
Amortisation (2,255,186) (1,351,184) (464,108) (512,789)
Write-offs 0 (42,752) 0 0
Balance at 31 December 4,686,226 4,420,369 601,117 1,065,225

The Group and the Company received grants from the local government for certain research and development projects. The
grants covered 50% to 100% of the project costs subject to the limits approved by the local government.

17. SHARE CAPITAL

No. of
ordinary
shares RM

Authorised
Balance at 1 January 2016* / 31 December 2016* 500,000,000 50,000,000
Cancellation upon abolition of par value (500,000,000) (50,000,000)
Balance at 31 December 2017 0 0

Issued and fully paid


Balance at 1 January 2016* 233,422,900 23,342,290
Issue of shares 923,650 92,365
Balance at 31 December 2016* 234,346,550 23,434,655
Issue of shares 766,950 1,071,830
Transfer from share premium upon abolition of par value 0 12,421,957
Bonus issue 235,046,100 12,442,785
Share issue transaction costs 0 (96,102)
Balance at 31 December 2017** 470,159,600 49,275,125

* Ordinary shares of RM0.10 each


** Ordinary shares with no par value

During the financial year, the Company issued 235,046,100 bonus shares on the basis of 1 new ordinary share for every 1
existing ordinary share in issue by capitalising the retained profits of the Company.

Pursuant to Section 74 of the Companies Act 2016, all shares issued before or upon the commencement of the Act on 31
January 2017 shall have no par value. Accordingly, the amount standing to the credit of share premium has been transferred
to share capital.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 113
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

17. SHARE CAPITAL (cont’d)

The shareholders of the Company, by a resolution passed at the Extraordinary General Meeting held on 27 February 2014,
approved the Company’s ESOS. The ESOS became effective on 4 March 2014.

The principal features of the ESOS are as follows:-

(i) At any point of time when the offer is made, the maximum number of shares to be issued under the ESOS shall not
exceed 10% of the total issued and fully paid-up share capital of the Company during the duration of the ESOS.

(ii) Any employee (including executive directors) of the Group shall be eligible to participate in the ESOS if, as at the date
of offer, the employee is at least 18 years of age and has been confirmed and completed 1 year of service within the
Group on a full time basis.

(iii) All non-executive directors who have been appointed to the Board for more than 1 year shall be eligible to participate in
the ESOS in accordance with the Listing Requirements of Bursa Malaysia Securities Berhad and subject to the Articles
of Association of the Company.

(iv) The ESOS shall be valid for a duration of 10 years from the effective date.

(v) The exercise price shall be determined based on the weighted average market price of shares for the 5 market days
immediately preceding the date of offer with a discount of not more than 10%.

(vi) The options granted are exercisable on a time proportion basis over the duration of the ESOS. The employee’s
entitlement to the options is vested as soon as they become exercisable.

(vii) The new shares to be allotted and issued upon exercise of any options granted under the scheme will, upon allotment
and issuance, rank pari passu in all respects with the then existing shares and paid-up shares in the Company, save
and except that the new shares so allotted and issued will not be entitled to any right, dividend, allotment and/or
distribution declared, made or paid, the entitlement date of which precedes the date of exercise of the options.

The movements in the number of options during the financial year are as follows:-

Weighted Weighted Weighted


Number of Average Average Range of Average
Options Over Exercise Share Exercise Remaining
Ordinary Price Price Prices Contractual
Shares RM RM RM Life

Outstanding at 1 January 2016 2,120,650 1.89


Exercised (923,650) 1.84 3.56
Forfeited (38,500) 1.88
Outstanding at 31 December 2016 1,158,500 1.92 1.63 - 2.02 7.2 years

Exercisable at 31 December 2016 1,158,500 1.92

Outstanding at 1 January 2017 1,158,500 1.92


Granted 795,000 5.58
Bonus issue 1,227,050
Exercised (766,950) 1.88 2.56
Forfeited (26,900) 3.93
Outstanding at 31 December 2017 2,386,700 2.14 0.81 - 2.79 6.2 years

Exercisable at 31 December 2017 826,700 0.92

114 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

17. SHARE CAPITAL (cont’d)

The fair values of share options granted since the effective date of the ESOS are measured using the Black Scholes Model
with the following inputs:-

Option 1 Option 2 Option 3

Grant date 15.5.2014 20.10.2014 16.5.2017

Fair value at grant date RM0.97 RM1.42 RM2.06

Weighted average share price RM1.81 RM2.24 RM6.20


Exercise price RM1.63 RM2.02 RM5.58
Expected volatility 38.18% 42.90% 23.12%
Option life 9.8 years 9.4 years 6.7 years
Expected dividends 0.87% 0.65% 1.12%
Risk-free interest rate 4.45% 4.15% 3.85%
The expected volatility reflects the assumption that historical volatility is indicative of future trends but may not necessarily
be the actual outcome. No other features of the share options granted were incorporated into the measurement of fair value.

18. REVENUE

The Group The Company


2017 2016 2017 2016
RM RM RM RM

Income from sale of goods 327,488,501 234,025,768 0 226,300


Income from rendering of services 0 0 19,807,592 15,764,528
Dividend income 0 0 20,000,000 31,000,000
327,488,501 234,025,768 39,807,592 46,990,828

19. EMPLOYEE BENEFITS EXPENSE (INCLUDING DIRECTORS’ REMUNERATION)

The Group The Company


2017 2016 2017 2016
RM RM RM RM

Directors:-
- Fees 144,000 144,000 144,000 144,000
- Other short-term employee benefits 880,829 860,008 347,580 324,798
- Defined contribution plans 239,719 239,884 102,777 101,602
- Share-based payments 0 268,770 0 210,494
1,264,548 1,512,662 594,357 780,894

Other employees:-
- Short-term employee benefits 52,253,216 41,925,696 16,170,296 14,682,087
- Defined contribution plans 5,463,318 4,729,823 1,603,806 1,559,304
- Share-based payments 527,232 173,189 202,716 52,808
58,243,766 46,828,708 17,976,818 16,294,199

59,508,314 48,341,370 18,571,175 17,075,093


VITROX CORPORATION BERHAD (649966-K)
ANNUAL REPORT 2017 115
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

20. PROFIT BEFORE TAX

The Group The Company


2017 2016 2017 2016
RM RM RM RM

Profit before tax is arrived at after charging:-

Allowance for slow moving inventories 3,430,353 2,975,263 0 0


Auditors’ remuneration:-
- Current year 88,500 69,500 30,000 18,000
- Prior year 19,000 10,000 12,000 4,000
Direct operating expenditure for investment
properties generating rental income 0 1,380 0 0
Fee expense for financial instruments not at
fair value through profit or loss 133,284 118,347 758 489
Impairment loss on receivables 276 578,610 0 0
Interest expense for financial liabilities not
at fair value through profit or loss 41,443 74,345 0 0
Loss on financial instruments at fair value
through profit or loss (classified as held
for trading) 0 3,243,664 0 0
Realised loss on foreign exchange 7,470,357 7,278,751 500 0
Rental expense 256,750 237,360 0 0
Research and development expenditure 36,662,020 30,907,988 17,204,006 16,992,563

and crediting:-

Amortisation of deferred income 2,255,186 1,351,184 464,108 512,789


Gain on disposal of property, plant and
equipment 0 536 0 0
Gain on financial instruments at fair value
through profit or loss (classified as held
for trading) 2,605,003 0 0 0
Grants related to income:-
- Current year 983,783 4,013,871 0 0
- Prior year (1,375,029) 0 (7,500) 0
Interest income for financial assets not at
fair value through profit or loss 2,589,685 952,739 259,902 130,247
Rental income from investment properties 12 27,500 0 0
Reversal of allowance for slow moving
inventories 2,975,263 2,066,359 0 0
Reversal of impairment loss on receivables 0 43,344 0 0
Unrealised gain on foreign exchange 1,577,324 9,286,646 0 640

116 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

21. TAX EXPENSE/(INCOME)

The Group The Company


2017 2016 2017 2016
RM RM RM RM

Tax based on results for the year:-


Current tax 3,528,915 3,220,126 8,640 7,780
Deferred tax (49,000) (253,000) 0 0
3,479,915 2,967,126 8,640 7,780
Tax under/(over) provided in prior year:-
Current tax 0 (6,424,601) 0 (23,425)
Deferred tax 3,000 (471,461) 0 0
3,482,915 (3,928,936) 8,640 (15,645)
The numerical reconciliation between the applicable tax rate, which is the statutory income tax rate, and the average effective
tax rate on results for the year is as follows:-

The Group The Company


2017 2016 2017 2016
% % % %

Applicable tax rate 24.00 24.00 24.00 24.00


Non-deductible expenses 2.22 2.86 1.82 1.24
Non-taxable income (3.03) (0.71) (25.88) (27.11)
Pioneer income exempted (22.39) (25.22) 0.00 0.00
Effect of differential tax rates 3.22 3.94 0.11 1.90
Average effective tax rate 4.02 4.87 0.05 0.03

22. EARNINGS PER SHARE

The Group

The earnings per share is calculated by dividing the Group’s profit for the financial year by the weighted average number of
ordinary shares in issue during the year as follows:-

2017 2016
(Restated)

Profit for the financial year (RM) 83,019,141 64,848,860

Number of shares in issue as at 1 January 234,346,550 233,422,900


Effect of shares issued pursuant to ESOS 615,520 632,331
Effect of bonus issue* 234,945,081 234,055,231
Weighted average number of shares for computing basic earnings per share 469,907,151 468,110,462
Number of shares under ESOS deemed to have been issued for no consideration 894,071 1,405,213
Weighted average number of shares for computing diluted earnings per share 470,801,222 469,515,675

Basic earnings per share (sen) 17.67 13.86

Diluted earnings per share (sen) 17.63 13.81

* The calculation of basic and diluted earnings per share for the previous financial year has been adjusted retrospectively to
reflect the changes in the number of shares as a result of the bonus issue.
VITROX CORPORATION BERHAD (649966-K)
ANNUAL REPORT 2017 117
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

23. DIVIDENDS

The Group and the Company


2017 2016
RM RM

In respect of financial year ended 31 December 2015:-


- Final tax exempt dividend of 0.5 sen per share 0 1,169,510
- Special tax exempt dividend of 3 sen per share 0 7,017,065

In respect of financial year ended 31 December 2016:-


- Interim tax exempt dividend of 2.5 sen per share 0 5,858,664
- Final tax exempt dividend of 4 sen per share 9,397,036 0

In respect of financial year ended 31 December 2017:-


- Interim tax exempt dividend of 1.5 sen per share 7,052,394 0
16,449,430 14,045,239

The directors have proposed a final tax exempt dividend of 3 sen per share in respect of the financial year ended 31 December
2017, subject to the members’ approval at the forthcoming Annual General Meeting.

24. NOTES TO STATEMENT OF CASH FLOWS

The Group

Term Loans

2017 2016
RM RM

Balance at 1 January 32,108,450 3,903,496


Drawdowns 35,299,291 29,000,000
Repayments (4,103,539) (3,209,867)
Currency translation differences (4,869,642) 2,359,819
Other changes 69,646 55,002
Balance at 31 December (Note 15) 58,504,206 32,108,450

118 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

25. RELATED PARTY DISCLOSURES

Significant transactions with related parties during the financial year are as follows:-

The Group The Company


2017 2016 2017 2016
RM RM RM RM

Key management personnel compensation:-


- Short-term employee benefits 1,024,829 1,004,008 491,580 468,798
- Defined contribution plans 239,719 239,884 102,777 101,602
- Share-based payments 0 268,770 0 210,494
1,264,548 1,512,662 594,357 780,894
Dividends declared from subsidiaries 0 0 20,000,000 31,000,000
Granting of employees’ share options to
subsidiaries 0 0 324,516 178,657
Rendering of services to subsidiary 0 0 19,807,592 15,764,528
Sale of goods to subsidiary 0 0 0 226,300
Subscription for shares in subsidiary 0 0 0 500,000

26. SEGMENT REPORTING

The Group

Operating Segments

Information about operating segments has not been reported separately as the Group’s revenue, profit or loss, assets and
liabilities are mainly confined to a single operating segment, namely the development and production of vision inspection
system and printed circuit board assemblies for microprocessor applications.

Geographical Information

In presenting information about geographical areas, segment revenue is based on the geographical location of customers
whereas segment assets are based on the geographical location of assets.

External Revenue Non-current Assets


2017 2016 2017 2016
RM RM RM RM

Malaysia 81,728,743 59,442,539 134,597,993 93,006,516


China 84,727,967 49,272,172 398,498 1,075,573
Taiwan 22,344,371 23,905,410 0 0
United States of America 53,998,309 37,905,328 0 0
Philippines 24,030,416 8,241,786 0 0
Others 60,658,695 55,258,533 0 0
327,488,501 234,025,768 134,996,491 94,082,089

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 119
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

26. SEGMENT REPORTING (cont'd)

Major Customers

The major groups of customers that contributed 10% or more of the Group’s total revenue are as follows:-

External Revenue
2017 2016
RM RM

Group I* 43,340,421 27,416,280


Group II* 32,291,236 28,368,625
Group III* 27,600,804 31,539,587

* The identity of the major group has not been disclosed as permitted by MFRS 8 Operating Segments.

27. CONTRACTUAL COMMITMENTS



The Group

2017 2016
RM RM

Purchase of property, plant and equipment 27,888,000 46,939,000

28. FINANCIAL GUARANTEE CONTRACTS

The Company

The Company has entered into financial guarantee contracts to provide financial guarantees to financial institutions for
credit facilities granted to a subsidiary up to a total limit of approximately RM125,519,000 (2016 : RM122,654,000). The total
utilisation of these credit facilities as at 31 December 2017 amounted to approximately RM82,185,000 (2016 : RM45,640,000).

The aforementioned financial guarantee contracts should have been recognised in the statement of financial position in
accordance with the recognition and measurement policies as stated in Note 2.12. After considering that the probability of
the subsidiary defaulting on the credit lines is remote, the financial guarantee contracts have not been recognised as the fair
values on initial recognition are not expected to be material.

29. FINANCIAL RISK MANAGEMENT

The activities of the Group expose it to certain financial risks, including credit risk, liquidity risk, currency risk and interest
rate risk. The overall financial risk management objective of the Group is to ensure that adequate financial resources are
available for business development whilst minimising the potential adverse impacts of financial risks on its financial position,
performance and cash flows.

The aforementioned financial risk management objective and its related policies and processes explained below have
remained unchanged from the previous financial year.

120 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

29. FINANCIAL RISK MANAGEMENT (cont’d)

Credit Risk

The Group’s exposure to credit risk arises mainly from receivables, derivative financial assets and deposits placed with
financial institutions. The maximum credit risk exposure of these financial assets is best represented by their respective
carrying amounts in the statement of financial position. The Company is also exposed to credit risk in respect of its financial
guarantees provided for credit facilities granted to a subsidiary. The maximum credit risk exposure of these financial
guarantees is the total utilisation of the credit facilities granted as disclosed in Note 28.

As the Group only deals with reputable financial institutions, the credit risk associated with derivative financial assets and
deposits placed with them is minimal. The Group manages its credit risk exposure of receivables by assessing counterparties’
financial standings on an ongoing basis, setting and monitoring counterparties’ limits and credit terms.

Liquidity Risk

The Group’s exposure to liquidity risk relates to its ability to meet obligations associated with financial liabilities as and when
they fall due. The remaining contractual maturities of financial liabilities are disclosed in their respective notes.

The Group practises prudent liquidity risk management to minimise the mismatch of financial assets and liabilities whilst
maintaining sufficient cash and the availability of funding through standby credit facilities.

Currency Risk

The Group’s exposure to currency risk arises mainly from transactions entered into by individual entities within the Group in
currencies other than their functional currencies. The major functional currency within the Group is Ringgit Malaysia (“RM”)
whereas the major foreign currency transacted is US Dollar (“USD”).

The Group observes the movements in exchange rates and acts accordingly to minimise its exposure to currency risk. Where
necessary, the Group enters into derivative contracts to hedge the exposure. Such exposure is also partly mitigated in the
following ways:-

(i) The Group’s foreign currency sales and purchases provide a natural hedge against fluctuations in foreign currencies.

(ii) The Group maintains part of its cash and cash equivalents in foreign currency accounts to meet future obligations in
foreign currencies.

Based on a symmetric basis which uses the foreign currency as a stable denominator, the following table demonstrates the
sensitivity of profit or loss to changes in exchange rates that were reasonably possible at the end of the reporting period, with
all other variables held constant:-

The Group
Increase/ Increase/
(Decrease) (Decrease)
in Profit in Profit
2017 2016
RM RM

Appreciation of USD against RM by 10% 3,920,748 6,554,309


Depreciation of USD against RM by 10% (3,920,748) (6,554,309)

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 121
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

29. FINANCIAL RISK MANAGEMENT (cont’d)

Interest Rate Risk

The Group’s exposure to interest rate risk arises mainly from interest-bearing financial instruments, namely term deposits
and loans and borrowings.

The Group observes the movements in interest rates and always strives to obtain the most favourable rates available for new
financing or during repricing. It is also the Group’s policy to maintain a mix of fixed and floating rate financial instruments.

As the Group does not account for its fixed rate financial instruments at fair value through profit or loss or as available-for-
sale, any change in interest rates at the end of the reporting period would not affect its profit or loss or other comprehensive
income. For floating rate financial instruments stated at amortised cost, the following table demonstrates the sensitivity
of profit or loss to changes in interest rates that were reasonably possible at the end of the reporting period, with all other
variables held constant:-

The Group
Increase/ Increase/
(Decrease) (Decrease)
in Profit in Profit
2017 2016
RM RM

Increase in interest rates by 50 basis points (2,151) (10,988)


Decrease in interest rates by 50 basis points 2,151 10,988

30. CAPITAL MANAGEMENT

The overall capital management objective of the Group is to safeguard its ability to continue as a going concern so as to
provide fair returns to owners and benefits to other stakeholders. In order to meet this objective, the Group always strives to
maintain an optimal capital structure to reduce the cost of capital and sustain its business development.

The Group considers its total equity and total loans and borrowings to be the key components of its capital structure and
may, from time to time, adjust the dividend payouts, purchase own shares, issue new shares, sell assets, raise or redeem
debts, where necessary, to maintain an optimal capital structure. The Group monitors capital using a debt-to-equity ratio,
which is calculated as total loans and borrowings divided by total equity as follows:-

The Group
2017 2016
RM RM

Total loans and borrowings 58,504,206 32,108,450


Total equity 330,240,089 261,861,746
Total capital 388,744,295 293,970,196

Debt-to-equity ratio 18% 12%

The aforementioned capital management objective, policies and processes have remained unchanged from the previous
financial year.

122 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
LIST OF PROPERTIES

No Name of Registered Owner Approx Age Description Land Area Carrying Year of
/ Postal Address / Title of Building / / Existing / Build Up Amount as at Valuation /
Identification Tenure / Date Use Area Sq 31 December Acquisition
of Expiry of Metre 2017
Lease RM

1. ViTrox Technologies Sdn. Bhd. 11 years / ViTrox 12,152 / 26,231,997 July 27, 2004
HSD 21704, Lot No. PT 5286, 60 years lease Innovation 13,510 (Date of
Mukim12, Daerah Barat Daya, expiring on Centre Acquisition)
Pulau Pinang December 26,
2066
Bearing Postal Address
No. 85A, Lintang Bayan Lepas 11,
Bayan Lepas Industrial Park,
Phase IV, 11900 Bayan Lepas,
Penang

2. ViTrox Technologies Sdn. Bhd. 13 years / 99 Shoplot for - / 96 300,000 December 31,
years lease investment 2017 (Date
Lot 1241, Mukim 12, upon Sale purposes of Valuation)
Daerah Barat Daya, & Purchase
Pulau Pinang Agreement
signed
Bearing Postal Address
Level No. 04, Unit No. 20,
Kristal Point II,
Lebuh Bukit Kecil 6,
11900 Bayan Lepas, Penang

3. ViTrox Technologies Sdn. Bhd. 13 years / 99 Shoplot for - / 96 300,000 December 31,
years lease investment 2017 (Date
Lot 1241, Mukim 12, upon Sale purposes of Valuation)
Daerah Barat Daya, & Purchase
Pulau Pinang Agreement
signed
Bearing Postal Address
Level No. 04, Unit No. 21,
Kristal Point II,
Lebuh Bukit Kecil 6,
11900 Bayan Lepas, Penang

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 123
STATISTICS OF SHAREHOLDINGS
AS AT 30 MARCH 2018

SHARE CAPITAL

Total number of issued shares : 470,175,700


Class of Shares : Ordinary Shares
Voting Rights : One voting right for one ordinary share

DISTRIBUTION OF SHAREHOLDERS

Size of Holdings No. of Holders No. of Shares %


1 – 99 25 889 0.00
100 – 1,000 1,099 641,175 0.14
1,001 – 10,000 1,170 4,951,894 1.05
10,001 – 100,000 475 15,549,935 3.31
100,001 – 23,508,784 172 183,620,781 39.05
23,508,785 and above 3 265,411,026 56.45
Total 2,944 470,175,700 100.00

THIRTY LARGEST SECURITIES HOLDERS

No. Name Shareholdings %


1 Chu Jenn Weng 126,978,334 27.01
2 Siaw Kok Tong 90,046,228 19.15
3 Yeoh Shih Hoong 48,386,464 10.29
4 HSBC Nominees (Asing) Sdn Bhd 12,734,298 2.71
Qualifier: Exempt An for The Hongkong And Shanghai Banking Corporation Limited
(HBAP-SGDIV-ACCL)
5 CIMB Group Nominees (Tempatan) Sdn Bhd 9,800,000 2.08
Qualifier: Exempt An for DBS Bank Ltd (SFS-PB)
6 Tan Booi Charn 8,971,300 1.91
7 Kiew Kwong Sen 8,183,800 1.74
8 Citigroup Nominees (Asing) Sdn Bhd 6,288,551 1.34
Qualifier: Exempt An for Citibank New York (NORGES BANK 14)
9 Kumpulan Wang Persaraan (Diperbadankan) 5,378,000 1.14
10 Cartaban Nominees (Asing) Sdn Bhd 5,348,600 1.14
Qualifier: BBH (LUX) SCA for Fidelity Funds ASEAN
11 Tan Hong Soon 5,000,000 1.06
12 Wee Kah Khim 4,603,400 0.98
13 Wong Ting Lik 4,324,088 0.92
14 Citigroup Nominees (Tempatan) Sdn Bhd 4,000,000 0.85
Qualifier: Pledged Securities Account for Cheong Siew Chyuan (470322)
15 Chua Siew Kim 3,509,498 0.75
16 Sim Ah Yoong 3,425,700 0.73
17 Amanahraya Trustees Berhad 3,419,900 0.73
Qualifier: Public Islamic Select Treasures Fund
18 Lim Yee @ Lim Wei Yee 2,945,800 0.63

124 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
STATISTICS OF SHAREHOLDINGS
AS AT 30 MARCH 2018

THIRTY LARGEST SECURITIES HOLDERS (cont'd)

No Name Shareholdings %
19 Malaysia Nominees (Tempatan) Sendirian Berhad 2,688,700 0.57
Qualifier: Great Eastern Life Assurance (Malaysia) Berhad (PAR 2)
20 Su Sow Boay 2,192,977 0.47
21 Malacca Equity Nominees (Tempatan) Sdn Bhd 2,131,900 0.45
Qualifier: Exempt An for Phillip Capital Management Sdn Bhd
22 Citigroup Nominees (Tempatan) Sdn Bhd 2,100,000 0.45
Qualifier: Pledged Securities Account for Tan Booi Charn (471694)
23 Cartaban Nominees (Asing) Sdn Bhd 1,968,400 0.42
Qualifier: BBH (LUX) SCA for Fidelity Funds Malaysia
24 Wixtali Sdn Bhd 1,935,208 0.41
25 Ahmad Fadzil Bin Mohamad Hani 1,887,000 0.40
26 DB (Malaysia) Nominee (Tempatan) Sendirian Berhad 1,749,000 0.37
Qualifier: Deutsche Trustees Malaysia Berhad for Eastspring Investmentsdana Al-Ilham
27 Malacca Equity Nominees (Tempatan) Sdn Bhd 1,743,200 0.37
Qualifier: Exempt An for Phillip Capital Management Sdn Bhd (EPF)
28 Permodalan Nasional Berhad 1,693,100 0.36
29 Cheng Ming Hann 1,635,798 0.35
30 Cheong Siew Chyuan 1,610,000 0.34

SUBSTANTIAL SHAREHOLDERS

Name Direct Shareholding % Indirect Shareholding %


Chu Jenn Weng 126,978,334 27.01 - -
Siaw Kok Tong 90,123,028 19.17 - -
Yeoh Shih Hoong 48,386,464 10.29 - -

DIRECTORS’ SHAREHOLDING

Name Direct Shareholding % Indirect Shareholding %


Chu Jenn Weng 126,978,334 27.01 - -
Siaw Kok Tong 90,123,028 19.17 - -
Yeoh Shih Hoong 48,386,464 10.29 - -
Dato’ Seri Dr. Kiew Kwong Sen 8,183,800 1.74 - -
Prof. Ir. Dr. Ahmad Fadzil Bin Mohamad Hani 1,887,000 0.40 - -
Chuah Poay Ngee 435,900 0.09 - -
Chang Mun Kee 300 - 12,734,298* 2.71

* Registered in the name of HSBC Nominees (Asing) Sdn Bhd - Exempt an for the HongKong and Shanghai Banking Corporation
Limited. HSBC Nominees (Asing) Sdn Bhd - Exempt an for the HongKong and Shanghai Banking Corporation Limited is the
trustee of a discretionary trust, for charity and estate planning purpose, where the beneficiaries of which are members of
Mr Chang Mun Kee’s family and himself.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 125
SHARE BUY-BACK STATEMENT

1. Disclaimer Statement

This Share Buy-back Statement (Statement) is important and if you are in any doubt as to the action you should take, you
should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

Bursa Malaysia Securities Berhad (“Bursa Securities”) has not perused this Statement prior its issuance, and hence, takes no
responsibility for the contents of this Statement, 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
content of the Statement.

2. Rationale for the Share Buy-Back by ViTrox Corporation Berhad (“ViTrox” or “the Company”) of its Own Ordinary
Shares (“Shares”) of up to 10% of its total number of issued shares at any given point in time (“Proposed Share
BuyBack”)

The Proposed Share Buy-Back, if exercised, would potentially benefit the Company and its shareholders as follows:-

a. To allow the Company to take preventive measures against speculation particularly when its Shares are undervalued
which would in turn stabilise the market price of the Shares and hence, enhance investors’ confidence;

b. To allow the Company flexibility in achieving the desired capital structure, in terms of the debt and equity composition,
and the size of equity; and

c. The Purchased Shares may be held as treasury shares and distributed to shareholders as dividends and/or resold in
the open market with the intention of realising a potential capital gain if the Purchased Shares are resold at price(s)
higher than their purchase price(s).

As at 30 March 2018, the total number of issued shares of ViTrox was 470,175,700 Ordinary Shares and no treasury share
was held by the Company.

Assuming the Employees’ Share Option Scheme (“ESOS”) of up to ten percent (10%) of the total number of issued shares of
the Company (excluding treasury shares), which was approved by the shareholders of ViTrox at the Extraordinary General
Meeting held on 27 February 2014, will be exercised in full, the maximum number of ViTrox Shares which may be purchased
by the Company will be ten percent (10%) of the enlarged total number of issued shares of the Company, i.e. 51,456,367
ViTrox Shares. Please refer Section 7(a) of this Statement for further details.

3. Retained Profits

Based on the audited financial statements of ViTrox as at 31 December 2017, the retained profits of the Company stood at
RM21,028,859. The maximum fund to be allocated by the Company for the purpose of Proposed Share Buy-Back shall not
exceed the retained profits of the Company.

4. Funding for the Proposed Share Buy-Back

The Proposed Share Buy-Back will be funded from internally generated funds. The Company has adequate resources to
undertake the Proposed Share Buy-Back as the Company has net cash and cash equivalent balance of approximately of
RM44.05 million based on the audited financial statements of ViTrox as at 31 December 2017. The fund utilised by the
Company for the Proposed Share Buy-Back will reduce the resources available to ViTrox for its operations by a corresponding
amount for shares bought back.

126 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
SHARE BUY-BACK STATEMENT

5. Interests of Directors’ and Major Shareholders’ and Persons Connected to them

Save for the inadvertent increase in the percentage shareholdings and/or voting rights of the shareholders in the Company
as a consequence of the Proposed Share Buy-Back, none of the Directors and Major Shareholders of ViTrox nor persons
connected to them has any interest, direct or indirect, in the Proposed Share Buy-Back and, if any, the resale of treasury
shares.

Based on the Register of Directors and Register of Substantial Shareholders of ViTrox as at 30 March 2018 and assuming that
ViTrox implements the Proposed Shares Buy-Back in full, the effects of the Proposed Share Buy-Back on the shareholdings
of the Directors, Substantial Shareholders and Person Connected to them of ViTrox are as follows:-

As at 30 March 2018(a) After full exercise of ESOS and Proposed


Share Buy-Back(b)
Direct Direct Indirect Indirect Direct (c)
Direct Indirect(c) Indirect
No. of No. of No. of No. of
Shares % Shares % Shares % Shares %
Directors and
Substantial
Shareholders
Chu Jenn Weng1 126,978,334 27.01 - - 126,978,334 27.42 - -
Siaw Kok Tong 90,123,028 19.17 - - 90,123,028 19.46 - -
Yeoh Shih Hoong3 48,386,464 10.29 - - 48,386,464 10.45 - -

Directors
Dato’ Seri Dr. Kiew 8,183,800 1.74 - - 8,183,800 1.77 - -
Kwong Sen
Prof Ir. Dr. Ahmad 1,887,000 0.40 - - 1,887,000 0.41 - -
Fadzil Bin
Mohamad Hani
Chuah Poay Ngee 435,900 0.09 - - 435,900 0.09 - -
Chang Mun Kee2 300 Negligible 12,734,298 2.71 300 Negligible 12,734,298 2.75

Person Connected
to Director/
Substantial
Shareholder
Su Pek Fuen1 1,228,198 0.26 - - 1,228,198 0.27 - -
Kam Su-Ning3 362,096 0.08 - - 362,096 0.08 - -
HSBC Nominees 12,734,298 2.71 - - 12,734,298 2.75 - -
(Asing) Sdn Bhd -
Exempt an for
The Hongkong
and Shanghai
Banking
Corporation
Limited 2

Notes:-
(a)
Based on the total number of issued shares of 470,175,700 Ordinary Shares.
(b)
Based on the total number of issued shares of 463,107,303 Ordinary Shares after the full exercise of ESOS and Proposed Share
Buy-Back is carried out in full and all the shares purchased are held as treasury shares.
(c)
The shareholdings do not include the number of new ViTrox Shares to be allotted to the Directors of the Company and person
connected to them pursuant to the ESOS.
1,3
Being spouse to the Director/Substantial Shareholder.
2
HSBC Nominees (Asing) Sdn Bhd - Exempt an for The Hongkong and Shanghai Banking Corporation Limited is the trustee of a
discretionary trust, for charity and estate planning purpose, where the beneficiaries are members of Mr Chang Mun Kee’s family
and himself.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 127
SHARE BUY-BACK STATEMENT

6. Potential Advantages and Disadvantages of the Proposed Share Buy-Back

6.1 Potential Advantages of the Proposed Share Buy-Back

The Potential Advantages of the Proposed Share Buy-Back are set out in Section 2 of this Statement.

6.2 Potential Disadvantages of the Proposed Share Buy-Back

a. The Proposed Share Buy-Back, if implemented, will reduce the financial resources of the Group and may result
in the Group foregoing interest income and/or better investment opportunities that may emerge in the future;
and

b. As the Proposed Share Buy-Back can only be made out of retained profits of the Company, it may result in the
reduction of financial resources available for distribution to shareholders in the immediate future.

Nevertheless, the Proposed Share Buy-Back is not expected to have any potential material disadvantage to the shareholders
of the Company as well as the Group as it will be implemented only after careful consideration of the financial resources of
the Group and the resultant impact on the shareholders of the Company.

7. Material Financial Effects of the Proposed Share Buy-Back

The material financial effects of the Proposed Share Buy-Back on the share capital, consolidated Net Tangible Assets (NTA),
working capital, earnings, dividends and the substantial shareholders’ shareholdings in ViTrox (assuming that the Company
purchases up to a maximum of 51,456,367 ViTrox Shares representing approximately ten percent (10%) of the enlarged total
number of issued shares with the full exercised of ESOS) are set out below:

a Share Capital

The effect of the Proposed Share Buy-Back on the share capital of the Company as at 30 March 2018 are illustrated
as follows:-

No. of Shares
Issued and fully paid-up share capital as at 30 March 2018 470,175,700
Shares to be issued pursuant to the ESOS (assuming full exercise of the ESOS of up to 10%
of the issued and paid-up share capital and net of 2,629,600 shares already issued
pursuant to the ESOS as at 30 March 2018) 44,387,970
Enlarged issued and paid-up share capital 514,563,670
Assumed the Shares purchased and cancelled (51,456,367)
Resultant issued and paid-up capital 463,107,303

Notes:-
No treasury share was held.

If the Shares so purchased are retained as treasury shares, the total number of issued shares of the Company will not be
reduced but the rights attaching to the treasury shares as to voting, dividends and participation in other distributions or
otherwise will be suspended. While these Shares remain as treasury shares, the Companies Act 2016 prohibits the taking into
account of such Shares in calculating the number of percentage of Shares for a purpose whatsoever including substantial
shareholdings, takeovers, notices, requisitioning of meetings, quorum for meetings and the result of votes on resolutions.

128 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
SHARE BUY-BACK STATEMENT

7. Material Financial Effects of the Proposed Share Buy-Back (cont'd)

b. Earnings

The effects of the Proposed Share Buy-Back on the earnings of the Group will depend on, inter alia, the purchase
prices of the Shares, the number of Shares purchased, the effective funding cost to ViTrox to finance the purchase of
Shares or any loss in interest income to the Group and the proposed treatment of the Purchased Shares.

Assuming the Purchased Shares are to be retained as treasury shares or cancelled subsequently, the number of
Shares applied in the computation of the EPS will be reduced, and accordingly, all other things being equal, the
Proposed Share Buy-Back will have a positive impact on the EPS of the Group.

In the event the Purchased Shares are resold subsequently, depending on the price at which the said Shares are resold,
the Proposed Share Buy-Back may have a positive effect on the EPS of the Group if there is a gain on the disposal and
vice-versa.

c. NTA

The effect of the Proposed Share Buy-Back on the consolidated NTA of the Group would depend on the purchase
prices of the Shares, the number of Shares purchased and the effective funding cost to the Group to finance the
purchase of Shares or any loss in interest income to the Group.

The Proposed Share Buy-Back will reduce the consolidated NTA per Share of the Group if the purchase price exceeds
the consolidated NTA per Share at the time of the purchase, and vice versa.

In the event the treasury shares are resold on Bursa Securities, the consolidated NTA per Share will increase if the
Company realizes a gain from the resale, and vice versa. If the treasury shares are distributed as share dividends, the
consolidated NTA per Share will decrease by the cost of the treasury shares.

d. Working Capital

The Proposed Share Buy-Back is likely to reduce the working capital and cash flow of the Group, the quantum of which
will depend on the purchase prices of the Shares, the number of Shares purchased and any associated costs incurred
in making the purchase.

For the Purchased Shares which are kept as treasury shares, upon their resale, the working capital and the cash flow
of the Group will increase upon the receipt of the proceeds of the resale. The quantum of the increase in the working
capital and cash flow will depend on the actual selling price(s) of the treasury shares and the number of treasury
shares resold.

e. Substantial Shareholders

Shares bought back by the Company under the Proposed Share Buy-Back that are retained as treasury shares will
result in a proportionate increase in the percentage shareholdings of the Substantial Shareholders in the Company.
Please refer to Section 5 of this Statement for further details.

f. Dividends

Assuming the Proposed Share Buy-Back is implemented in full, dividends would be paid on the remaining total number
of issued shares of ViTrox (excluding the Shares already purchased). The Proposed Share Buy-Back may have an
impact on the Company’s dividend policy for the financial year ending 31 December 2018 as it would reduce the cash
available which may otherwise be used for dividend payments. Nonetheless, the treasury shares purchased may be
distributed as dividends to shareholders of the Company, if the Company so decides.

Any dividends to be declared by ViTrox in the future would depend on, inter-alia, the profitability and cashflow position
of the Group.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 129
SHARE BUY-BACK STATEMENT

8. Implications of the Proposed Share Buy-Back relating to the Rules of Take-overs, Merger and Compulsory Acquisitions
(the Rules)

As it is not intended for the Proposed Share Buy-Back to trigger the obligation to undertake a mandatory offer under the
Rules by any of the Company’s shareholders and/or parties acting in concert with them, the Board will ensure that such
number of Shares purchased, retained as treasury shares, cancelled or distributed pursuant to the Proposed Share Buy-Back
would not result in triggering any mandatory offer obligation on the part of its shareholders and/or parties acting in concert
with them.

In this connection, the Board will be mindful of the Rules when making any purchase of the Shares pursuant to the Proposed
Share Buy-Back.

9. Purchases, Resold, Transfer and Cancellation made by the Company of its own shares in the preceding 12 Months

There was no treasury share held and the Company had not purchased, resold, transfer or cancelled any shares in the
preceding 12 months.

10. Public Shareholding Spread

As at 30 March 2018, the Record of Depositors of ViTrox showed that 179,856,282 Shares representing approximately
38.25% of the total number of issued shares were held by the public shareholders. In this regard, the Board undertakes that
the Proposed Share Buy-Back will be conducted to the extent that the public shareholding spread of ViTrox shall not fall
below 25% of the issued and paid-up share capital of the Company (excluding treasury shares) at all times in accordance
with the laws and regulations prevailing at the time of the purchase as stipulated in Paragraphs 8.02(1) and 12.14 of the
Bursa Securities Main Market Listing Requirements (LR).

11. Proposed Intention of the Directors to deal with the Shares so Purchased

The Proposed Share Buy-Back, if exercised, the shares shall be dealt with in the following manner:-

• to cancel the shares so purchased; or


• to retain the shares so purchased in treasury for distribution as dividend to the shareholders and/or resell on the
market of the Bursa Securities or subsequently cancelled; or
• retain part of the shares so purchased as treasury shares and cancel the remainder.

12. Directors’ Statement

The Board of Directors, having taken into consideration the rationale for the Proposed Share Buy-Back, is of the opinion that
Proposed Share Buy-Back is in the best interest of the Company.

13. Directors’ Recommendation

The Board recommends that you vote in favour of the ordinary resolution pertaining to the Proposed Share Buy-Back to be
tabled at the forthcoming AGM to give effect to the Proposed Share Buy-Back.

130 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
SHARE BUY-BACK STATEMENT

14. Historical Share Prices

The monthly highest and lowest market prices of ViTrox’s Shares traded on Bursa Securities for the preceding twelve (12)
months are as follows:

High Low
2017 RM RM
April 3.05 2.21
May 3.50 2.87
June 4.10 3.26
July 4.79 3.80
August 4.80 4.00
September 4.65 4.40
October 5.30 4.43
November 5.92 4.95
December 6.52 5.30

2018
January 6.88 5.80
February 6.63 5.50
March 6.51 5.26

Last transacted market price as at 13 April 2018 (being the latest practical date prior to the printing of this Statement) was
RM5.64.

(Source: Bloomberg)

15. Responsibility Statement

This Statement has been seen and approved by the Board and they collectively and individually accept full responsibility for
the accuracy of the information given herein and confirm that, after making all reasonable enquiries and to the best of their
knowledge and belief, there are no other facts, the omission of which would make any statement herein misleading.

16. Documents available for Inspection

Copies of the following documents will be available for inspection at the registered office of the Company at 57-G Persiaran
Bayan Indah, Bayan Bay, Sungai Nibong, 11900 Penang during normal office hours from Monday to Friday (except for public
holidays) from the date of this Statement up to and including the date of the forthcoming AGM:

(i) Memorandum and Articles of Association of ViTrox; and

(ii) The audited consolidated financial statements of ViTrox for the past two (2) financial years ended 31 December 2016
and 2017 respectively.

17. Further Information

There is no other information concerning the Proposed Share Buy-Back as shareholders and other professional advisers
would reasonably require and expect to find in the Statement for the purpose of making informed assessment as to the
merits of approving the Proposed Share Buy-Back and the extent of the risks involved in doing so.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 131
NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Fourteenth Annual General Meeting of the Company will be held at the Auditorium of ViTrox
Corporation Berhad, 85A, Lintang Bayan Lepas 11, Bayan Lepas Industrial Park, Phase IV, 11900 Bayan Lepas, Penang on Thursday,
24 May 2018 at 10.30 a.m. for the following purposes:

AGENDA

1. To receive the Audited Financial Statements for the year ended 31 December 2017 together with the (Please refer to
reports of the Directors and Auditors thereon. Note A)

2. To declare a Final Dividend of 3.0 sen per share exempt from Income Tax for the year ended 31 December (Resolution 1)
2017.

3. To approve the payment of Directors’ Fee of up to RM246,000 for the period from 1 January 2018 until (Resolution 2)
the next Annual General Meeting (AGM) of the Company.

4. To re-elect the following directors retiring under the respective provision of the Articles of Association
of the Company, and who being eligible, offered themselves for re-election:-
a) Dato’ Seri Dr. Kiew Kwong Sen Article 85 (Resolution 3)
b) Prof. Ir. Dr. Ahmad Fadzil Bin Mohamad Hani Article 85 (Resolution 4)
c) Mary Yeo Chew Yen Article 92 (Resolution 5)

5. To approve, confirm and ratify the benefits (excluding Directors’ Fee) paid to the Non-Executive Directors (Resolution 6)
amounted to RM37,716 in respect of the year ended 31 December 2017.

6. To approve the benefits payable (excluding Directors’ Fees) to the Non-Executive Directors up to an (Resolution 7)
amount of RM112,054 from 1 June 2018 until the next AGM of the Company.

7. To re-appoint Messrs. Crowe Horwath as Auditors of the Company for the ensuing year and to authorise (Resolution 8)
the Directors to fix their remuneration.

8. AS SPECIAL BUSINESSES

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

ORDINARY RESOLUTIONS

a) Continue in Office as an Independent Non-Executive Director(s)

(i) “That subject to the passing of Resolution 3, authority be and is hereby given to Dato’ Seri Dr. (Resolution 9)
Kiew Kwong Sen to continue to serve as Independent Non-Executive Chairman of the Company.”

(ii) “That subject to the passing of Resolution 4, authority be and is hereby given to Prof. Ir. Dr. (Resolution 10)
Ahmad Fadzil Bin Mohamad Hani to continue to serve as Independent Non-Executive Director
of the Company.”

(iii) “That authority be and is hereby given to Chuah Poay Ngee to continue to serve as Independent (Resolution 11)
Non-Executive Director of the Company.”

b) Authority to Issue Shares (Resolution 12)

“That pursuant to Companies Act 2016 and approvals from the Bursa Malaysia Securities Berhad
(“Bursa Securities”) and other relevant governmental/regulatory authorities where such authority
shall be necessary, the Board of Directors be authorised to issue and allot shares in the Company
from time to time until the conclusion of the next AGM and upon such terms and conditions and for
such purposes as the Board of Directors may, in its absolute discretion, deem fit provided that the
aggregate number of shares to be issued shall not exceed ten per centum (10%) of the total number
of issued shares (excluding treasury shares) of the Company for the time being, and that the Board
of Directors be empowered to obtain the approval for the listing of and quotation for the additional
shares so issued on the Bursa Securities.”

132 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
NOTICE OF ANNUAL GENERAL MEETING

8. AS SPECIAL BUSINESSES (cont'd)

c) Renewal of Authority to Purchase its own Shares (Resolution 13)

“That subject to the Companies Act 2016, provisions of the Company’s Memorandum and Articles of
Association (“M&A”) and the requirements of the Bursa Securities and other relevant governmental
and regulatory authorities where such authority shall be necessary, the Board of Directors be
authorised to purchase its own shares through Bursa Securities, subject to the following:-

(i) The maximum aggregate number of shares which may be purchased by the Company shall not
exceed ten per centum (10%) of the total number of issued shares in the ordinary share capital
of the Company at any point in time;

(ii) The maximum fund to be allocated by the Company for the purpose of purchasing the Company’s
shares shall not exceed the retained profits of the Company. As at the latest financial year ended
31 December 2017, the audited retained profits of the Company stood at RM21,028,859;

(iii) The authority conferred by this resolution will be effective immediately upon the passing of
this resolution and shall continue to be in force until the conclusion of the next AGM of the
Company, at which time it shall lapse unless by ordinary resolution passed at that meeting, the
authority is renewed either unconditionally or subject to conditions or the expiration of the period
within which the next AGM is required by law to be held or unless revoked or varied by ordinary
resolution passed by the shareholders in a general meeting, whichever occurs first;

(iv) Upon completion of the purchase(s) of the shares by the Company, the shares shall be dealt with
in the following manner:-

• to cancel the shares so purchased; or


• to retain the shares so purchased in treasury for distribution as dividend to the shareholders
and/or resell on the market of the Bursa Securities or subsequently cancelled; or
• retain part of the shares so purchased as treasury shares and cancel the remainder.

The Directors of the Company be and are hereby authorised to take all such steps as are necessary
and entering into all other agreements, arrangements and guarantees with any party or parties to
implement, finalise and give full effect to the aforesaid purchase with full powers to assent to any
conditions, modifications, revaluations, variations and/or amendments, if any, as may be imposed by
the relevant authorities from time to time to implement or to effect the purchase of its own shares in
accordance with the Companies Act 2016, provisions of the Company’s M&A, the requirements of the
Bursa Securities and any other regulatory authorities, and other relevant approvals.”

9. To transact any other business of which due notice shall have been given in accordance with the
Companies Act 2016.

By Order of the Board


HOW WEE LING (MAICSA 7033850)
OOI EAN HOON (MAICSA 7057078)
Secretaries

Penang
Date : 25 April 2018

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 133
NOTICE OF ANNUAL GENERAL MEETING

NOTES:

A. This Agenda item is meant for discussion only as the provision of Section 340(1)(a) of the Companies Act 2016 and the Company’s
Articles of Association do not require a formal approval of the shareholders and hence, is not put forward for voting.

Proxy

1. For the purpose of determining a member who shall be entitled to attend and vote at the AGM, the Company shall be requesting
the Record of Depositors as at 14 May 2018. Only a depositor whose name appears on the Record of Depositors as at 14 May
2018 shall be entitled to attend, speak and vote at the said meeting as well as for appointment of proxy(ies) to attend and vote
on his/her stead.

2. A member shall be entitled to appoint more than two (2) proxies to attend and vote at the same meeting. Where a member
appoints two (2) or more proxies, the appointment shall be invalid unless he specifies the proportions of his holdings to be
represented by each proxy.

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

4. The instrument appointing a proxy shall be in writing, executed by or on behalf of the appointor. In the case of a corporate
member, the instrument appointing a proxy must be either under its common seal or under the hand of its officer or attorney duly
authorised.

5. The instrument appointing a proxy must be deposited at the Registered Office, 57-G Persiaran Bayan Indah, Bayan Bay, Sungai
Nibong, 11900 Penang, Malaysia at least 24 hours before the time for holding the Meeting or any adjournments thereof.

134 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
NOTICE OF ANNUAL GENERAL MEETING

Explanatory Note On Special Business:

1. Resolutions 9, 10 and 11 – Continue in Office as Independent Non-Executive Director(s)

Dato’ Seri Dr. Kiew Kwong Sen and Prof. Ir. Dr. Ahmad Fadzil Bin Mohamad Hani have served the Board as Independent Non-
Executive Directors of the Company for a cumulative term of more than twelve (12) years.

Ms. Chuah Poay Ngee has served on the Board since 15 November 2006. Her term of office as an Independent Non-Executive
Director will be 12 years cumulatively on 14 November 2018.

The Board had assessed the performance and independence of the aforesaid Directors and recommended that the approval
of the shareholders be sought for the aforesaid Directors to continue to serve as the Independent Non-Executive Directors of
the Company, based on the following justification:-
i) Had fulfilled the criteria under the definition of an Independent Director as stated in the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad (Main LR);
ii) Had demonstrated throughout the terms of their office to be independent by exercising independent judgment when
a matter is put before them for decision. Thus, they would be able to function as check and balance, provide broader
view and brings an element of objectivity to the Board;
iii) Had participated actively and contributed positively during deliberations or discussions at Board Meetings; and
iv) Had performed their duty diligently and in the best interest of the Company and provides a broader view, independent
and balanced assessment of proposals from the Management.

The proposed Resolutions 9, 10 and 11, if passed, enable Dato’ Seri Dr. Kiew Kwong Sen, Prof. Ir. Dr. Ahmad Fadzil Bin
Mohamad Hani and Ms. Chuah Poay Ngee to continue to act as Independent Non-Executive Director of the Company.
Otherwise, they will be re-designated as a Non-Independent Non-Executive Director and relinguish their position as an
Independent Non-Executive Director of the Company upon the conclusion of the 14th AGM.

2. Resolution 12 - The Authority to issue Shares

The proposed Resolution No. 12, if passed, will grant a renewed general mandate (Mandate 2018) and empower the Directors
of the Company to issue and allot shares up to an amount not exceeding in total ten per centum (10%) of the total number
of issued shares of the Company from time to time and for such purposes as the Directors consider would be in the interest
of the Company. In order to avoid any delay and costs involved in convening a general meeting, it is thus appropriate to seek
shareholders’ approval. This authority will, unless revoked or varied by the Company in general meeting, expire at the next
AGM of the Company.

The Mandate 2018 will provide flexibility to the Company for allotment of shares for any possible fund raising activities,
including but not limited for further placing of shares, for the purpose of funding future investment(s), acquisition(s) and/or
working capital.

As at the date of this Notice, the Company did not issue any shares pursuant to the mandate granted to the Directors at
the 13th AGM. The Company did not issue any share pursuant to the mandate granted because there was no investment,
acquisition or working capital that required fund raising activity.

3. Resolution 13 - Authority to Purchase its own Shares

The proposed Resolution No. 13, if passed, will give the Directors of the Company authority to purchase its own shares up to
ten per centum (10%) of the total number of issued shares of the Company. In order to avoid any delay and costs involved in
convening a general meeting, it is thus appropriate to seek shareholders’ approval. This authority, unless revoked or varied
by the shareholders of the Company in general meeting, will expire at the conclusion of the next AGM.

VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 135
NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

NOTICE IS HEREBY GIVEN that the Final Dividend of 3.0 sen per share exempt from Income Tax for the year ended 31 December
2017, if approved, will be paid on 18 July 2018 to depositors registered in the Records of Depositors on 29 June 2018:-

A Depositor shall qualify for entitlement to the Dividend in respect of:-

a) Shares transferred into the Depositor’s Securities Account before 4.00 p.m. on 29 June 2018 in respect of transfers;

b) Shares deposited into the Depositor's Securities Account before 12.30 p.m. in respect of securities exempted from mandatory
deposit; and

c) Shares bought on Bursa Malaysia Securities Berhad (“Bursa Securities”) on a cum entitlement basis according to the Rules
of Bursa Securities.

By Order of the Board,

HOW WEE LING (MAICSA 7033850)


OOI EAN HOON (MAICSA 7057078)
Secretaries

Penang
Date : 25 April 2018

136 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
PROXY FORM
No of ordinary shares held
VITROX CORPORATION BERHAD (649966-K)
(Incorporated in Malaysia)

* I/We,____________________________________________________________________________________________________________________________________
of_________________________________________________________________________________________________________________________________________
being a Member of the above Company hereby appoint (Proxy 1)__________________________________________________________________________
_______________________of__________________________________________________________________________________________________________________
_________________________________________________________________________________________________________and*/or failing him* (Proxy 2),
________________________________of____________________________________________________________________________________________________
and*/or failing him*, the Chairman of the Meeting, as my/our proxy(ies), to vote for me/us on my/our behalf at the FOURTEENTH ANNUAL
GENERAL MEETING of the Company to be held at the Auditorium of ViTrox Corporation Berhad, 85A, Lintang Bayan Lepas 11, Bayan Lepas
Industrial Park, Phase IV, 11900 Bayan Lepas, Penang on Thursday, 24 May 2018 at 10.30 a.m. and at any adjournment thereof as indicated
below:-
The proportions of my/our holdings to be represented by my/our proxy(ies) are as follows:-

Proxy 1 - %
Proxy 2 - %
100%
* Strike out whichever is inapplicable
I/We hereby indicate with an “X” in the spaces provided how I/we wish my/our votes to be cast. (Unless otherwise instructed, the proxy may
vote, as he thinks fit)

Resolutions For Against


1. To declare a Final Dividend of 3.0 sen per share exempt from Income Tax for the year ended 31
December 2017.
2. To approve the payment of Directors’ Fee of up to RM246,000 for the period from 1 January 2018 until
the next Annual General Meeting of the Company.
To re-elect the following directors retiring under the respective provision of the Articles of Association
of the Company, and who being eligible, offered themselves for re-election:-
3. Dato’ Seri Dr. Kiew Kwong Sen Article 85
4. Prof. Ir. Dr. Ahmad Fadzil Bin Mohamad Hani Article 85
5. Mary Yeo Chew Yen Article 92
6. To approve, confirm and ratify the benefits (excluding Directors’ Fee) paid to the Non-Executive
Directors amounted to RM37,716 in respect of the year ended 31 December 2017.
7. To approve the benefits payable (excluding Directors’ Fees) to the Non-Executive Directors up to an
amount of RM112,054 from 1 June 2018 until the next Annual General Meeting of the Company.
8. To re-appoint Messrs. Crowe Horwath as Auditors of the Company for the ensuing year and to
authorise the Directors to fix their remuneration.
Special Business

Ordinary Resolutions
9. To authorise Dato’ Seri Dr. Kiew Kwong Sen to continue to serve as Independent Non-Executive
Chairman of the Company.
10. To authorise Prof. Ir. Dr. Ahmad Fadzil Bin Mohamad Hani to continue to serve as Independent Non-
Executive Director of the Company.
11. To authorise Chuah Poay Ngee to continue to serve as Independent Non-Executive Director of the
Company.
12. To approve the resolution pursuant to Authority to Issue Shares.
13. To approve the resolution pursuant to Renewal of Authority to Purchase its own Shares.

Signature of Member: ______________________________ Signed this ____________ day of_______________________, 2018.


Proxy

1. For the purpose of determining a member who shall be entitled to attend and vote at the AGM, the Company shall be requesting the Record of Depositors as at 14 May 2018. Only a
depositor whose name appears on the Record of Depositors as at 14 May 2018 shall be entitled to attend, speak and vote at the said meeting as well as for appointment of proxy(ies)
to attend and vote on his/her stead.

2. A member shall be entitled to appoint more than two (2) proxies to attend and vote at the same meeting. Where a member appoints two (2) or more proxies, the appointment shall
be invalid unless he specifies the proportions of his holdings to be represented by each proxy.

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

4. The instrument appointing a proxy shall be in writing, executed by or on behalf of the appointor. In the case of a corporate member, the instrument appointing a proxy must be either
under its common seal or under the hand of its officer or attorney duly authorised.

5. The instrument appointing a proxy must be deposited at the Registered Office, 57-G Persiaran Bayan Indah, Bayan Bay, Sungai Nibong, 11900 Penang, Malaysia at least 24 hours
before the time for holding the Meeting or any adjournments thereof.
VITROX CORPORATION BERHAD (649966-K)
ANNUAL REPORT 2017 137
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STAMP

The Company Secretaries


ViTrox Corporation Berhad
(Company No. 649966-K)
57-G Persiaran Bayan Indah
Bayan Bay, Sungai Nibong
11900 Penang.

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138 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
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VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017 139
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140 VITROX CORPORATION BERHAD (649966-K)


ANNUAL REPORT 2017
ViTrox Corporation Berhad (649966-K)
No. 85-A, Lintang Bayan Lepas 11,
Bayan Lepas Industrial Park, Phase 4,
11900 Bayan Lepas, Penang, Malaysia.
Tel : 604 646 6227
Fax : 604 646 6327

ViTrox Vision Lab


Ground Floor, Faculty of Computing and Informatics,
Multimedia University,
63100 Cyberjaya, Selangor.
Tel : 603 8312 5451

China Division
ViTrox Technologies (Suzhou) Co., Ltd.
Building C, Number 93,
Wei He Road, Wei Ting Town,
Suzhou Industrial Park,
Suzhou, Jiangsu Province, 215122 China.
Tel : 86 512 6251 9891
Fax : 86 512 6251 9892

ViTrox USA
Tel : 1 970 481 3663

Email : enquiry@vitrox.com

www.vitrox.com

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