Annual Report 2023 1

GUH HOLDINGS BERHAD

 2 Annual Report 2023
GUH HOLDINGS BERHAD

VISION
To be a profitable and well-established conglomerate that maximises the interest for its

SHAREHOLDERS EMPLOYEES SUPPLIERS/VENDORS CUSTOMERS COMMUNITY

and to achieve sustainability throughout the supply chain

MISSION
FOR ITS SHAREHOLDERS

• Practise good corporate governance to enhance transparency

• Identify profitable ventures and business development to maximise shareholders’ value

• Provide good dividend payment

FOR ITS EMPLOYEES

• Provide a conducive working environment

• Provide proper training, development and opportunities for career advancement

• Recognise and reward excellent employees

FOR ITS SUPPLIERS/VENDORS

• Impartiality in the selection of suppliers/vendors

• Effective communication to facilitate suppliers’/vendors’ timeliness and quality

FOR ITS CUSTOMERS

• Respond efficiently to the changing demands of the customers

• Improve product quality and technical innovation to fulfill customers’ needs and satisfaction in

the market place

FOR ITS COMMUNITY

• Integrate environmental protection into its business and to minimise environmental impact

• Uphold its corporate responsibilities for the benefits of the community

 Annual Report 2023 1
GUH HOLDINGS BERHAD

CONTENTS

2 Corporate Profile 45 Statement on Risk Management and

Internal Control

3 Corporate Information
48 Audit Committee Report

4 Profile of Directors
53 Sustainability Statement

11 Profile of Management Team

87 Financial Statements

13 Chairman’s Statement
163 Analysis of Shareholdings

16 Management’s Discussion and Analysis

168 List of Properties

25 Corporate Structure
169 Notice of Annual General Meeting

26 Financial Highlights
174 Statement Accompanying Notice of
Annual General Meeting
28 Corporate Governance Overview Statement

• Proxy Form
42 Additional Disclosure
 2 Annual Report 2023
GUH HOLDINGS BERHAD

CORPORATE PROFILE
GUH Holdings Berhad is a Malaysian-based corporation

with key businesses in

electronic, property development and utilities

As a proud and home-grown company

with diversified portfolio,

GUH is committed to building

a sustainable future and bringing positive benefits

to all its stakeholders

www.guh.com.my
 Annual Report 2023 3
GUH HOLDINGS BERHAD

CORPORATE INFORMATION

Board of Directors Board Committees

Tan Sri Dato’ Seri H’ng Bok San Audit Committee

Non-Independent Non-Executive Chairman Ms. Phoon Yee Min (Chairlady)
Dato’ Dr. Gan Kong Meng
Datuk Seri Kenneth H’ng Bak Tee Mr. Teng Chang Yeow
Chief Executive Officer/Group Managing Director
Risk Management & Sustainability Committee
Dato’ Harry H’ng Bak Seah Ms. Phoon Yee Min (Chairlady)
Non-Independent Non-Executive Director Dato’ Dr. Gan Kong Meng
Mr. Teng Chang Yeow
Datin Seri Jessica H’ng Hsieh Ling
Non-Independent Non-Executive Director
Nomination Committee
Dato’ Dr. Gan Kong Meng Dato’ Dr. Gan Kong Meng (Chairman)
Independent Non-Executive Director Ms. Phoon Yee Min
Mr. Teng Chang Yeow
Ms. Phoon Yee Min
Independent Non-Executive Director Remuneration Committee
Dato’ Dr. Gan Kong Meng (Chairman)
Mr. Teng Chang Yeow Datin Seri Jessica H’ng Hsieh Ling
Independent Non-Executive Director Ms. Phoon Yee Min

Company Secretaries Independent Auditors

Datuk Seri Kenneth H’ng Bak Tee Crowe Malaysia PLT

(LS 0008988) (SSM PC No.: 201908001173) (201906000005 (LLP0018817-LCA) & (AF 1018))
Kee Gim Tee Chartered Accountants
(MAICSA 7014866) (SSM PC No.: 201908002255) Level 6, Wisma Penang Garden
42 Jalan Sultan Ahmad Shah
10050 Georgetown, Penang
Share Registrar Tel: 04-2277061
Fax: 04-2278011
Mega Corporate Services Sdn. Bhd. Website: www.crowe.my
(198901010682 (187984-H))
Level 15-2 Bangunan Faber Imperial Court
Jalan Sultan Ismail
Principal Bankers
50250 Kuala Lumpur
United Overseas Bank (Malaysia) Bhd
Tel: 03-26924271
CIMB Bank Berhad
Fax: 03-27325388
Malayan Banking Berhad
Email: [email protected]
Hong Leong Bank Berhad
Public Bank Berhad

Registered Office
Stock Exchange Listing
Part of Plot 1240 & 1241
Bayan Lepas Free Industrial Zone Listed on the Main Market of
Phase 3, 11900 Bayan Lepas, Penang Bursa Malaysia Securities Berhad
Tel: 04-6166333 under Industrial Products & Services Sector
Fax: 04-6166366
Email: [email protected] Stock Code: 3247
Website: www.guh.com.my Stock Name: GUH
 4 Annual Report 2023
GUH HOLDINGS BERHAD

PROFILE OF DIRECTORS

Tan Sri Dato’ Seri H’ng Bok San, JP

Aged 84, Malaysian
Non-Independent Non-Executive Chairman

Tan Sri Dato’ Seri H’ng Bok San is the founder of GUH Circuit Hsieh Ling and his two brothers, Dato’ Harry H’ng Bak Seah
Industry (PG) Sdn. Bhd., the Chairman of GUH Holdings and Datuk Seri Kenneth H’ng Bak Tee are also the Directors
Berhad (“GUH”) Group and the substantial shareholder of of GUH. Tan Sri Dato’ Seri H’ng is deemed to have an
GUH. He was appointed to the Board of GUH on 6 January interest pertaining to the proposed renewal of shareholders’
1994. Tan Sri Dato’ Seri H’ng also sits on the Board of mandate for recurrent related party transactions of a revenue
Leader Energy Holding Berhad, a public company. He holds or trading nature which will be tabled at the forthcoming
directorships in several other private limited companies. 60th Annual General Meeting. He is also deemed to be
interested in certain recurrent related party transactions or
An experienced and well-known entrepreneur who completed trading nature which are necessary for day-to-day operations
his high school examination before obtaining a Certificate of the Company and its subsidiaries as disclosed on page
in Business Administration and Accounting in Singapore, 156 of the Annual Report.
Tan Sri Dato’ Seri H’ng began his career in various fields
from marketing management, business administration to the Tan Sri Dato’ Seri H’ng is also deemed to have and declared
setting up of businesses and manufacturing. Tan Sri Dato’ the conflict of interest and potential conflict of interest situation
Seri H’ng founded Leader Cable Industry Berhad in 1976 and arising from business arrangement or contract, if any, entered
implemented a restructuring and merger exercise between between GUH Group and the corporate group of companies
Leader Cable Industry Berhad and Universal Cable (M) of his family members and such persons connected whom
Berhad and established Leader Universal Holdings Berhad are common directors and/or major shareholders having
as the holding company, which was formerly listed on Bursa interest in those transactions.
Malaysia Securities Berhad. Throughout his career, Tan Sri
Dato’ Seri H’ng has been very much involved in the business Save as aforesaid disclosed, there are no other business
entrepreneurship and he has gained extensive operational arrangements with the Company in which he has personal
experience in the manufacturing as well as the corporate interests.
restructuring and merger exercise and many other fields
including industry sectors. He has accumulated in-depth Tan Sri Dato’ Seri H’ng attended all of the 4 Board meetings
knowledge and recognition over the years. which were held in the financial year ended 31 December
2023.
Tan Sri Dato’ Seri H’ng’s daughter, Datin Seri Jessica H’ng
 Annual Report 2023 5
GUH HOLDINGS BERHAD

PROFILE OF DIRECTORS

Datuk Seri Kenneth H’ng Bak Tee

Aged 64, Malaysian
Chief Executive Officer/Group Managing Director

Datuk Seri Kenneth H’ng Bak Tee has been appointed to of GUH. Datuk Seri Kenneth is deemed to have an interest
the Board as the Chief Executive Officer/Group Managing pertaining to the proposed renewal of shareholders’ mandate
Director of GUH since 1 September 2004. He is a member for recurrent related party transactions of a revenue or
of the Share Grant Plan Committee of the Board. He also trading nature which will be tabled at the forthcoming 60th
serves as the Director in majority of the subsidiaries of GUH Annual General Meeting. He is also deemed to be interested
and several other private limited companies. in certain recurrent related party transactions or trading
nature which are necessary for day-to-day operations of
He started his career with International Business Machines the Company and its subsidiaries as disclosed on page
(IBM) in Kuala Lumpur and IBM in Asia South Pacific Area 156 of the Annual Report.
(ASPA) HQ in Hong Kong. He was also with Leader Universal
Holdings Berhad for 16 years. Datuk Seri Kenneth is also deemed to have and declared the
conflict of interest and potential conflict of interest situation
Datuk Seri Kenneth graduated with a Bachelor of Mathematics arising from business arrangement or contract, if any, entered
(Double Honours) in Computer Science and Combinatoric between GUH Group and the corporate group of companies
& Optimization and also holds a Master of Applied Science of his family members and such persons connected whom
(Management Science) from the University of Waterloo, are common directors and/or major shareholders having
Canada. He is currently a Fellow Member of the Institute of interest in those transactions.
Approved Company Secretaries, an Affiliate Member of the
Malaysian Institute of Chartered Secretaries and Administrators Save as aforesaid disclosed, there are no other business
and a member of Registered Financial Planner. arrangements with the Company in which he has personal
interests.
Datuk Seri Kenneth is the brother of the Group’s Chairman,
Tan Sri Dato’ Seri H’ng Bok San and the Non-Executive Datuk Seri Kenneth attended all of the 4 Board meetings which
Director, Dato’ Harry H’ng Bak Seah. His niece, Datin Seri were held in the financial year ended 31 December 2023.
Jessica H’ng Hsieh Ling is also a Non-Executive Director
 6 Annual Report 2023
GUH HOLDINGS BERHAD

PROFILE OF DIRECTORS

Dato’ Harry H’ng Bak Seah

Aged 74, Malaysian
Non-Independent Non-Executive Director

Dato’ Harry H’ng Bak Seah has been appointed to the shareholders’ mandate for recurrent related party transactions
Board as a Non-Executive Director of GUH on 13 January of a revenue or trading nature which will be tabled at the
1994. He also holds directorships in several other local and forthcoming 60th Annual General Meeting. He is also
overseas private limited companies. deemed to be interested in certain recurrent related party
transactions or trading nature which are necessary for day-
Upon completing his high school education, he began his career to-day operations of the Company and its subsidiaries as
in the manufacturing and operations of pewter and magnet disclosed on page 156 of the Annual Report.
wire. Subsequently, he ventured into the telecommunications
and power cable business. He has held various positions Dato’ Harry is also deemed to have and declared the conflict
from the Group Managing Director of Leader Universal of interest and potential conflict of interest situation arising
Holdings Berhad since 1993 until the appointment as the from business arrangement or contract, if any, entered
Executive Vice Chairman from 1997 to 2005. Throughout between GUH Group and the corporate group of companies
his career, Dato’ Harry gained extensive experience which of his family members and such persons connected whom
enhanced his knowledge in the manufacturing operations are common directors and/or major shareholders having
and diversified business environment over the years. interest in those transactions.

Dato’ Harry is the brother of the Group’s Chairman, Tan Sri Save as aforesaid disclosed, there are no other business
Dato’ Seri H’ng Bok San and the Chief Executive Officer/ arrangements with the Company in which he has personal
Group Managing Director, Datuk Seri Kenneth H’ng Bak interests.
Tee. His niece, Datin Seri Jessica H’ng Hsieh Ling is also
a Non-Executive Director of GUH. Dato’ Harry is deemed Dato’ Harry attended all of the 4 Board meetings which
to have an interest pertaining to the proposed renewal of were held in the financial year ended 31 December 2023.
 Annual Report 2023 7
GUH HOLDINGS BERHAD

PROFILE OF DIRECTORS

Datin Seri Jessica H’ng Hsieh Ling

Aged 58, Malaysian
Non-Independent Non-Executive Director

Datin Seri Jessica H’ng Hsieh Ling has been appointed renewal of shareholders’ mandate for recurrent related party
to the Board as a Non-Executive Director on 20 February transactions of a revenue or trading nature which will be
2001. She is a member of the Remuneration Committee of tabled at the forthcoming 60th Annual General Meeting. She
the Board. She holds directorships in several other private is also deemed to be interested in certain recurrent related
limited companies. party transactions or trading nature which are necessary for
day-to-day operations of the Company and its subsidiaries
Datin Seri Jessica graduated from Southern Illinois University as disclosed on page 156 of the Annual Report.
at Carbondale, USA with a Bachelor of Science Degree,
majoring in Accounting and she also obtained a Master of Datin Seri Jessica is also deemed to have and declared the
Science Degree, majoring in Taxation from Drexel University, conflict of interest and potential conflict of interest situation
Philadelphia, USA. Upon completing her tertiary education, arising from business arrangement or contract, if any, entered
Datin Seri Jessica started her career by holding various between GUH Group and the corporate group of companies
major key positions in multinational companies and gained of her family members and such persons connected whom
extensive knowledge and experience in corporate finance are common directors and/or major shareholders having
and business management prior to joining Leader Universal interest in those transactions.
Holdings Berhad.
Save as aforesaid disclosed, there are no other business
Datin Seri Jessica is the daughter of the Group’s Chairman, arrangements with the Company in which she has personal
Tan Sri Dato’ Seri H’ng Bok San. Both her uncles, Dato’ interests.
Harry H’ng Bak Seah is the Non-Executive Director and
Datuk Seri Kenneth H’ng Bak Tee is the Chief Executive Datin Seri Jessica attended 3 of the 4 Board meetings which
Officer/Group Managing Director of GUH. Datin Seri Jessica were held in the financial year ended 31 December 2023.
is deemed to have an interest pertaining to the proposed
 8 Annual Report 2023
GUH HOLDINGS BERHAD

PROFILE OF DIRECTORS

Dato’ Dr. Gan Kong Meng

Aged 69, Malaysian
Independent Non-Executive Director

Dato’ Dr. Gan Kong Meng has been appointed as an Dato’ Dr. Gan served in the Royal Malaysia Police for more
Independent Non-Executive Director on 1 June 2015. He serves than 30 years before retiring in early January 2015. He was
as the Chairman of Nomination Committee, Remuneration the OCPD of Georgetown, Penang, OCCI of Kuala Lumpur
Committee and Share Grant Plan Committee. He is also City and he also held various positions in the special branch,
a member of Audit Committee and Risk Management & management as well as public order. Dato’ Dr. Gan’s vast
Sustainability Committee. He was previously a Senior Vice experience will benefit the Group in reinforcing the security
President for corporate integrity/surveillance & security and and risk management issues.
Chairman for credit review and risk assessment/investor
relations of a public listed company till 15 March 2020. Key Save as aforesaid disclosed, Dato’ Dr. Gan does not have
responsibilities included implementing internal controls, any family relationship with and is not related with any
working with relevant authorities and adopting important Director and/or major shareholder of GUH nor has any
rules such as those relating to business relations and those personal interest in any business arrangement involving
relating to the prevention of money laundering and terrorist the Company. He does not possess any conflict of interest
financing. or potential conflict of interest, which includes having an
interest in any competing business with the Group.
Dato’ Dr. Gan graduated from the University of Science,
Malaysia with a Bachelor of Science Degree in Physics Dato’ Dr. Gan attended all of the 4 Board meetings which
& Mathematics, a Master of Social Science Degree in were held in the financial year ended 31 December 2023.
Anthropology/Sociology and he also obtained a PhD in
Drug Research.
 Annual Report 2023 9
GUH HOLDINGS BERHAD

PROFILE OF DIRECTORS

Ms. Phoon Yee Min

Aged 42, Malaysian
Independent Non-Executive Director

Ms. Phoon Yee Min has been appointed to the Board as and Cambodia through her career in an international audit
an Independent Non-Executive Director of GUH on 30 May firm in the past.
2022. She serves as the Chairlady of Audit Committee
and Risk Management & Sustainability Committee and She is currently an Executive Director of YNC Business
a member of Nomination Committee, Remuneration Consulting Sdn Bhd (“YNC”), a consulting company that
Committee and Share Grant Plan Committee of the Board. provides management consultancy services including
Presently, she is an Independent Non-Executive Director of sustainability reporting, outsource internal audit, enterprise
Mi Technovation Berhad, L&P Global Berhad and Coraza risk management, corporate governance and compliance
Integrated Technology Berhad. services.

Ms. Phoon graduated from Universiti Sains Malaysia with Save as aforesaid disclosed, Ms. Phoon does not have any
a Bachelor of Accounting Degree. She is a member of the family relationship with and is not related with any Director
Association of Chartered Certified Accountant (ACCA) and and/or major shareholder of GUH nor has any personal
the Institute of Internal Auditors Malaysia (IIAM). She is also a interest in any business arrangement involving the Company.
member of the Malaysian Institute of Accountants (MIA) and She does not possess any conflict of interest or potential
a Certified Internal Auditor (CIA). Ms. Phoon is familiar with conflict of interest, which includes having an interest in any
financial reporting standards and has extensive experience competing business with the Group.
in providing internal audit, risk management and process
improvement engagements to clients in various industries in Ms. Phoon attended all of the 4 Board meetings which were
Malaysia, China, Taiwan, Singapore, Indonesia, Philippines held in the financial year ended 31 December 2023.
 10 Annual Report 2023
GUH HOLDINGS BERHAD

PROFILE OF DIRECTORS

Mr. Teng Chang Yeow

Aged 59, Malaysian
Independent Non-Executive Director

Mr. Teng Chang Yeow has been appointed to the Board as Save as aforesaid disclosed, Mr. Teng does not have any
an Independent Non-Executive Director of GUH on 30 May family relationship with and is not related with any Director
2022. He serves as a member of Audit Committee, Risk and/or major shareholder of GUH nor has any personal
Management & Sustainability Committee and Nomination interest in any business arrangement involving the Company.
Committee of the Board. Mr. Teng also sits on the Board of He does not possess any conflict of interest or potential
several local private limited companies. conflict of interest, which includes having an interest in any
competing business with the Group.
Mr. Teng graduated from the Universiti Sains Malaysia with
a Bachelor of Arts (Hons) Degree. He was a State Executive Mr. Teng attended all of the 4 Board meetings which were
Councillor (EXCO) from 2004-2008 holding the portfolio held in the financial year ended 31 December 2023.
of Tourism Development and Environment. He served
as the Chairman of Nominating Committee, member of
Audit Committee and Remuneration Committee of GCCP
Resources Ltd.

None of the Directors of GUH have committed any offences within the past 5 years other than traffic offences nor been
imposed with public sanction or penalty by the relevant bodies during the financial year.
 Annual Report 2023 11
GUH HOLDINGS BERHAD

PROFILE OF MANAGEMENT TEAM

Mr. Lewis H’ng Chun Li

Chief Operating Officer – Corporate Office
Aged 36, Male, Malaysian

Qualifications:
• Bachelor Degree in Economics, Monash University, Australia

Working experiences:
• Gained extensive knowledge and experience in business management from Citigroup and Kiyamas Group of Companies
• 2 years working experience as Deputy General Manager in GUH Circuit Industry (Suzhou) Co. Ltd.
• Personal Assistant to CEO/Group Managing Director of GUH Holdings Berhad
• General Manager of Corporate Division of GUH Holdings Berhad
• Chief Operating Officer of Corporate Division of GUH Holdings Berhad

Appointment to the current position:

• 1 October 2017

Mr. Lewis H’ng is the son of Datuk Seri Kenneth H’ng Bak Tee, CEO/Group Managing Director. He is also the nephew of
Tan Sri Dato’ Seri H’ng Bok San and Dato’ Harry H’ng Bak Seah and cousin of Datin Seri Jessica H’ng Hsieh Ling.

Mr. Lewis H’ng sits on the board of the majority of subsidiaries of GUH. He is deemed to have an interest pertaining to the
proposed renewal of shareholders’ mandate for recurrent related party transactions of a revenue or trading nature which will
be tabled at the forthcoming 60th Annual General Meeting. He is also deemed to be interested in certain recurrent related
party transactions or trading nature which are necessary for day-to-day operations of the Company and its subsidiaries as
disclosed on page 156 of the Annual Report.

Mr. Lewis H’ng is also deemed to have and declared the conflict of interest and potential conflict of interest situation arising
from business arrangement or contract, if any, entered between GUH Group and the corporate group of companies of his
family members and such persons connected whom are common directors and/or major shareholders having interest in
those transactions.

Mr. George Koay Soo Keat

General Manager – Corporate Office
Aged 38, Male, Malaysian

Qualifications:
• Fellow member of the Association of Chartered Certified Accountants (UK)
• Member of the Malaysian Institute of Accountants
• Chartered Accountant

Working experiences:
• More than 17 years of experience in the field of Corporate Finance, Strategic Planning, Business Development, Accounting,
Auditing and Corporate Advisory

Appointment to the current position:

• 1 January 2021

Dr. Brian Kok Siew Foong

Senior General Manager – Electronic Division
Aged 67, Male, Malaysian

Qualifications:
• Diploma in Electronics Engineering, ICS Schools, UK
• Master in Business Administration
• Doctorate of Philosophy in Business Administration, Bulacan State University of Philippines
• Member of The Institution of Engineering and Technology UK (MIET)
 12 Annual Report 2023
GUH HOLDINGS BERHAD

PROFILE OF MANAGEMENT TEAM

Working experiences:
• Test Equipment Engineer with Sanyo Electric
• Senior Design Engineer/R&D Project Manager with Grundig R&D
• Production Manager with Asian Driveshaft
• Application Engineering & Commercial Manager with GKN Driveline
• Personal Assistant to Group Executive Director with GUH Electrical Appliances Sdn. Bhd.
• Personal Assistant to General Manager with GUH Circuit Industry (PG) Sdn. Bhd.
• General Manager of GUH Circuit Industry (PG) Sdn. Bhd.

Appointment to the current position:

• 9 January 2023

Mr. Lim Chin Wang

Senior General Manager – Utilities Division
Aged 45, Male, Malaysian

Qualifications:
• Bachelor Degree in Chemical Engineering, University of Technology Malaysia
• Registered Engineer of Board of Engineer Malaysia

Working experiences:
• More than 22 years of experience in planning and implementation of large scale water and wastewater projects, having
worked in among others, Biwater, Hyflux and MMC
• Identification and acquisition of water and wastewater treatment plants

Appointment to the current position:

• 1 January 2018

Mr. Leow Chee Jian

Deputy General Manager – Properties Division
Aged 58, Male, Malaysian

Qualifications:
• Certificate in Architecture
• Diploma in Civil and Structure Engineering

Working experiences:
• More than 33 years of experience in construction and property development inclusive of design, planning, implementation,
marketing and sale administration

Appointment to the current position:

• 1 January 2018

Additional notes on the above Management Team

Save as aforesaid disclosed, none of the Management Team has:

1. Directorship in public companies and listed issuers;

2. Family relationship with any Director or/and major shareholder of the Company;
3. Conflict of interests or potential conflict of interest, which includes having interest in any competing business with
the Company or its subsidiaries; and
4. Committed any offences within the past 5 years other than traffic offences nor have been imposed with public
sanction or penalty by the relevant regulatory bodies during the financial year.
 Annual Report 2023 13
GUH HOLDINGS BERHAD

CHAIRMAN’S STATEMENT

On behalf of the Board of Directors of GUH Holdings Berhad (“GUH” or “the Company”), I am pleased to present the Annual
Report and Audited Financial Statements of the Company and the Group for the financial year ended 31 December 2023.

Performance Overview energy and related businesses. Due to the increasing

competition in PCB industry and to mitigate the reliance on
The revenue for GUH Group was RM227.8 million, its existing activities, GUH has been continuously seeking
RM48.0 million lower than revenue for year 2022 of opportunities to diversify into other viable business. The
RM275.8 million. The decrease in revenue was mainly due proposed diversification is anticipated to provide an
to the lower revenue generated from Electronic Division additional stream of income to GUH Group. The aforesaid
and Properties Division due to slower demand for printed proposed diversification of GUH Group’s principal
circuit board and residential property units respectively. business has been approved by the shareholders at the
GUH Group recorded a loss before tax of RM13.6 million Extraordinary General Meeting held on 31 May 2023.
for year 2023 in contrast to a profit before tax of RM1.1
million for year 2022 mainly due to lower contribution from On 17 July 2023, the Board of Directors of GUH
Electronic and Properties Division. announced that Leader GUH Renewable Energy Co., Ltd.,
an indirect 40%-owned associate of GUH together with
GUH Group remains resilient in delivering value to the its joint venture partner, namely Leader Energy Holding
shareholders despite of the challenging and competitive Berhad holding 60% of equity interest, had entered into
business environment and global economy. a Share Purchase Agreement for the disposal of its entire
investment of 4,800,000 ordinary shares, representing
Corporate Milestone 60% equity interest in Yabisi Solar Power Co., Ltd. (“Yabisi”)
due to the differences in direction among the shareholders
On 31 January 2023, the Board of Directors of GUH of Yabisi. Following the completion of the disposal, Yabisi
announced that GUH eVehicle Sdn. Bhd. (“GUH has ceased to be the indirect 24%-owned associate of
eVehicle”), an indirect wholly-owned subsidiary of GUH GUH. The disposal of Yabisi did not hinder the Company’s
has entered into a Memorandum of Understanding approved diversification proposal to explore further into
(“MOU”) with Jiangsu Xinri International Trading Co., renewable energy business and related activities. Moving
Ltd. (“Xinri International”) to appoint GUH eVehicle as forward the Group will continue to focus on renewable
Xinri International’s exclusive representative to market, energy projects as an important contributor and one of the
promote, distribute, assemble, manufacture and sell key business segments of the Group.
electric vehicles supplied by Xinri International in Malaysia.
The long-term prospects of EV industry in Malaysia are On 10 November 2023, the Board of Directors of GUH
bright, given the national and global efforts to address also announced that its wholly-owned subsidiary known
climate change. EV industry in neighbouring countries is as GUH Capital Sdn. Bhd. entered into a Cooperation
performing well but is still relatively under-developed in Agreement with Shenzhen Xixin Electronic Technology
Malaysia. As such, GUH eVehicle sees an opportunity to Co., Ltd. to jointly establish a battery assembly plant to
develop and serve this market. provide high quality lithium battery products and services
for the market outside China. The collaboration represents
On 20 February 2023, the Board of Directors of an opportunity for GUH Group to participate in the lithium
GUH announced the proposed diversification of its battery business which has bright prospects correlated
existing principal business activities of GUH Group in with the surge of global usage of batteries in electrical
manufacturing and sales of printed circuit boards (“PCB”) vehicles (“EV”), EV-related business, power tools and
to include renewable energy businesses such as solar medical devices.
 14 Annual Report 2023
GUH HOLDINGS BERHAD

CHAIRMAN’S STATEMENT

Sustainability of Business embrace sustainability in carrying out its business conduct

and operations to maintain good corporate governance and
GUH Group’s existing principal business comprises among in compliance with the relevant regulatory requirements,
others, the manufacturing and sale of PCB, catering to including considering the impact on the environment and
communication, audio and video, computer, automotive, society in which it operates to create long term value for
home appliances and other consumer products, which its stakeholders.
has been the Group’s mainstay operations and primary
contributor to the Group’s revenue and profitability over Corporate Governance
the years. GUH Group has been continuously seeking
for market opportunities in the domestic and foreign In line with the Main Market Listing Requirements of Bursa
markets to strengthen its presence in the market and Malaysia Securities Berhad and the Malaysian Code of
enhance profitability for its PCB business. Due to the Corporate Governance, the Board firmly believes that
increasing competition in the PCB manufacturing industry good governance enables the Group to hold the trust of
and the emergence of new competitors, the Group also its stakeholders. The Board is committed to maintaining
constantly evaluates other venture opportunities to the highest standards of corporate governance across
expand its revenue stream by reducing its reliance on the business to support the delivery of GUH’s business
the existing activities and main core business operations. strategy. Therefore, the Board is always mindful of its
These ventures include EV and EV-related business, duties and will continue to uphold and foster a strong
lithium battery product business and services as well as culture on corporate governance as the Board believes
renewable energy business and related activities, such as that is the platform to safeguard the best interest of the
solar energy projects. Company and its shareholders while ensuring that the
interests of other stakeholders are not compromised.
EV is a global trend and stakeholders from governments
to manufacturers are putting effort into moving from GUH carries out all business dealings with integrity and
traditional petrol-fuel vehicles to EV. EVs are associated has adopted a zero-tolerance approach against all forms
with green technology which reduces environmental of bribery and corruption. GUH adheres to the principles of
pollution. Lithium batteries are the energy storage device good corporate governance and emphasises on operating
for the powering of EVs and electronic devices which have its business with fairness and transparency.
significant contribution to reducing carbon emissions and
mitigating global warming. Therefore, the global EV market More information in relation to corporate governance
is expected to grow exponentially in the near future, driven can be found in the Corporate Governance Overview
by various factors including global concerns for pollution, Statement of the Company’s Annual Report 2023.
governmental policies and advancements in technology.
Dividend and Return to Shareholders
GUH Group has obtained its shareholders’ approval to
diversify its existing business to include renewable energy Dividend was not declared by the Board for the financial
business and related activities. The Group endeavors year ended 31 December 2023 due to the uncertain
to develop this business to complement its eco-friendly market conditions and performance of the Group.
green products.
On 3 July 2023, GUH completed the Bonus Issue of
The Board of GUH always acknowledges that maintaining Warrants exercise on the basis of one warrant for every
a good business is not solely about achieving the desired two existing ordinary shares in GUH following the listing
financial bottom line, but also about being ethical and and quotation of 140,676,879 Warrants on the Main
sustainable. Therefore, GUH Group will continue to Market of Bursa Malaysia Securities Berhad to reward
 Annual Report 2023 15
GUH HOLDINGS BERHAD

CHAIRMAN’S STATEMENT

its shareholders for their support by enabling them to sustainable growth for its existing businesses with refining
participate in the Warrants at no cost and increase their business strategies including technical collaboration
equity participation in GUH at a pre-determined price over with business partners, investments in machineries,
the tenure of the Warrants while also benefitting from any upgrading infrastructures and plant layouts, continuous
potential capital appreciation of the Warrants. developments of skills and competencies, as well as to
tap into new business opportunities for growth towards
Related Party Transactions strengthening its financial and operational.

Save as disclosed above, the related party transactions Appreciation

of the Group are disclosed in Note 35 of the Notes to the
Financial Statements which also set out the recurrent It has been a privilege to have chaired GUH this past year.
related party transactions conducted during the year This role would have been impossible without the support
in accordance with the mandate obtained from the and cooperation of my fellow Board Members and I would
shareholders at GUH’s Annual General Meeting held on 31 like to thank them for their unwavering commitment,
May 2023. Except as aforesaid disclosed, there is no other contribution and input during this past year.
material contract involving the interest of the Directors and
major shareholders during the year. The Board and I would like to take this opportunity to
express our sincere appreciation to the management and
Outlook and Prospects staff for their continuous valuable contribution, loyalty
and dedication to the Group despite of the challenges
Year 2023 has marked another year characterised by faced. We also wish to record our heartfelt gratitude to
numerous challenges such as geopolitical tensions, global our shareholders, suppliers/vendors, customers, bankers,
inflation, tightening financial conditions including industry- business associates and all the respected government
specific challenges as the world transitioned to the endemic authorities for their invaluable support and assistance,
phase of COVID-19. Amid the uncertainty surrounding the continuous trust and understanding during the year.
stability of the global economy, the business environment
will remain challenging. GUH Group is cautiously
optimistic about its business operations in the year 2024
whilst challenges remain with rising inflation, spike in raw
material prices, foreign exchange risk and supply chain Tan Sri Dato’ Seri H’ng Bok San, JP
disruption. GUH Group shall focus on strengthening its Chairman
fundamentals to create a resilient business in overcoming
the challenges.

GUH is thrilled about the prospects of the Group’s venture

into Taiwan renewable energy sector due to good potential
for GUH Group to diversify its business. The EV-related
and lithium battery product businesses are also part of the
business expansion plan in growing the income of GUH
Group and effort in preserving greener environment and
reduces the emission of pollutants that are harmful to the
environment.

GUH Group will continue remain committed to deliver

 16 Annual Report 2023
GUH HOLDINGS BERHAD

MANAGEMENT’S DISCUSSION AND ANALYSIS

GUH GROUP REVENUE

For the financial year ended 31 December 2023, GUH Group recorded a lower revenue of RM227.8 million compared to
RM275.8 million for the year 2022.

The decrease in revenue was mainly due to Electronic Division generating a lower revenue of RM183.3 million or 80.5% of
Group revenue (year 2022: RM213.9 million or 77.5%) in line with slower demand for printed circuit board.

In addition, the Properties Division’s revenue decreased to RM27.0 million or 11.9% of Group revenue (year 2022: RM46.1
million or 16.7%) in tandem with the lower sales of residential property units whilst Plantation Division’s revenue had
decreased to RM0.8 million or 0.3% of Group revenue for the year 2023 (year 2022: RM1.6 million or 0.6%) due to lower
FFB output and CPO prices.

In contrast, Utilities Division recorded a higher revenue from RM10.7 million in the year 2022 to RM11.9 million in the year
2023 due to higher percentage of completion for water projects in the year 2023 whilst Investment Division achieved a
similar revenue of RM3.6 million or 1.6% of Group revenue (year 2022: RM3.6 million or 1.3%). On a positive note, new
venture into eVehicle Division contributed RM1.2 million or 0.5% of Group revenue.

GUH GROUP REVENUE BY SEGMENT

80.5% 77.5%

2023 2022
1.3%
1.6% 0.0%
3.9%
0.5% 0.6%
5.2%
0.3%

11.9% 16.7%

Manufacture of printed circuit boards Water and wastewater treatment Cultivation of oil palm
Property development Unallocated non-operating segments Sale of electric vehicles
 Annual Report 2023 17
GUH HOLDINGS BERHAD

MANAGEMENT’S DISCUSSION AND ANALYSIS

GUH GROUP PROFIT/(LOSS) BEFORE TAX

Due to the challenging market condition, GUH Group recorded a loss before tax of RM13.6 million for year 2023 in contrast
to a profit before tax of RM1.1 million for year 2022 mainly due to lower contribution from the Electronic and Properties
Divisions.

Electronic Division recorded a loss before tax of RM16.2 million for year 2023 in contrast to a profit before tax of RM0.4
million for year 2022 mainly due to unfavourable sales mix from Malaysia operation and higher one-off administration
expenses in its China operation.

Properties Division recorded a lower profit before tax of RM5.9 million for year 2023 compared to RM10.1 million for year
2022 in line with lower property units sold whilst Plantation division recorded a higher loss before tax of RM0.8 million for
year 2023 compared to loss before tax of RM0.3 million for year 2022 mainly due to lower FFB output and CPO prices.

Utilities Division turned in a profit before tax of RM3.0 million for year 2023 in contrast to a loss before tax of RM3.0 million
for year 2022 mainly due to higher percentage of completion for water projects coupled with lower administrative expenses.
The new eVehicle Division incurred a loss before tax of RM0.9 million for year 2023.

Investment Division’s loss before tax had narrowed to RM2.3 million for year 2023 compared to RM5.3 million for year
2022 mainly due to gain on fair value adjustment of other investments whilst the share of associate’s loss had increased to
RM2.1 million for year 2023 compared to RM0.6 million for year 2022 mainly due to impairment loss on Taiwan operation.

GUH GROUP PROFIT/(LOSS) BEFORE TAX BY SEGMENT

15.00

10.08
10.00

5.90
5.00
3.00

0.36
0.00
(0.32) (0.10)
(0.80) (0.87)
RM’000,000

(2.95)
-5.00
(4.56)
(6.00)

-10.00

-15.00

(16.25)

-20.00
Manufacture of Property Cultivation Water and Sale of electric Unallocated
printed circuit development of oil palm wastewater vehicles non-operating
boards treatment segments

2023 2022
 18 Annual Report 2023
GUH HOLDINGS BERHAD

MANAGEMENT’S DISCUSSION AND ANALYSIS

ELECTRONIC DIVISION

Manufacturing of Printed Circuit Boards (PCB)

GUH Circuit Industry (PG) Sdn. Bhd. (“GUH PG”)

Overview

GUH PG’s Printed Circuit Boards (“PCB”) business is

positioned close to the front end of the electronics supply
chain. Its products cater mainly to the consumer end
products domain, which has the advantage of constant
demand. It supplies its products to manufacturers of air-
conditioners, hi-end audio products, musical instruments,
automotive (infotainment), video products, walkie-talkies
and office automation. It started its product transition from
Single Sided to Multi-Layer PCBs since 2012 by investing in
machines, materials, methodology and manpower with the CNC Post Treatment Line

objective to revamp GUH PG towards majority of Double-

Sided production and further capability of 6 Layer Multi- reduced consumables expenses substantially on the high
Layer PCBs which gave GUH PG a lead in the local arena. value items. Methodology changes in production resulted
The assortment of Japanese customers and consumer in an improvement in direct labor cost.
products has a disadvantage of lacklustre prices despite
of the stability of this business model. Nevertheless, GUH Capital Expenditure
PG has strategies to penetrate other higher end markets
with the aim of a better price positioning. Actions to reduce the reliance on manual handling and at
the same time improving Process Quality are in progress.
Financial Performance Since the strategy was adopted, GUH PG has invested
in a number of higher end automated and robotic arm
A review of the FYE Dec 2023 versus FYE Dec 2022 machines in key processes of Plating, Photo Imaging,
financial results shows the following highlights. There Automatic Inspection, Electrical Test and Inner Layer
was a significant decrease in revenue comparing the two Machines. Further plan is to acquire an Automated
periods and subsequently the profit before tax suffered Spray Coating Machine for further quality and efficiency
a setback in the FYE Dec 2023. A major impact was improvement. GUH PG’s other strategy is to move up
attributable to the decreased in sales volume for all the the value chain in products’ layers count as well as to
products and thus resulted in an unfavorable quantity make inroads into PCBs for High Density Integrated
variance value. Utilities Cost (electricity) increased by (“HDI”), automotive, industrial, 5G and IoT domains. Thus,
RM3.3 million due to the surcharge termed ICPT imposed stakeholders will see GUH PG make further investments
by TNB that causing a negative impact to GUH PG of an in machine and process knowledge being dominant in the
additional RM5.87/m2. The TNB ICPT additional charge HDI realm for the next couple of years.
was RM0.20/kWh on top of the usual tariff from January
to June 2023 and from July 2023 onwards it was RM0.17/ Trends and Events
kWh. Several cost savings methods were being and
closely monitored. For example, the issuance and yield The world’s growing demand for air conditioners is a vicious
factor of major material has been tightened and this has cycle due to the rise of planet’s average temperature each
generated favorable quantity variances. The revised year, creating a massive demand for electricity generation
controls and yield factor monitoring are in place thus and thus enlarging carbon footprints throughout. The
 Annual Report 2023 19
GUH HOLDINGS BERHAD

MANAGEMENT’S DISCUSSION AND ANALYSIS

US National Oceanic and Atmospheric Administration A vehicle-mounted information entertainment system is

(“NOAA”) reported that the planet’s average temperature an on-board integrated information processing system
in July 2019 was about 1°C above the 20th-century based on a combination of on-board microprocessors,
average and on the macro record the last five years prior multi-media and Internet service. The global in-vehicle
to 2023 have been the five warmest. The scenario has infotainment market size is projected to grow at a CAGR
grown the electrical and electronic industry’s product line, of 9.5% during 2022-2028. As the automotive industry
namely air-conditioner which is growing fast and would continues to innovate, the future of in-vehicle infotainment
last infinitely until a new product or a solution could be systems for cars will grow, with features like AI-based
found. Air-conditioner PCBs is the mainstay of GUH PG maps, virtual assistants, and larger integrated screens
with a potential of further growth due to external market becoming common. Asia Pacific dominated the market and
expansion. The air conditioner market size was estimated accounted for 40.9% share in 2023. This phenomenon is
at USD188.1 billion in 2023, and is expected to reach attributed to the growing sales and production of passenger
USD252.7 billion by 2028, growing at a compound annual cars in the region due to trending towards the growth of
growth rate (“CAGR”) of 6.08% during the forecast period luxury and mid-sized premium car segments alongside
(2023-2028). with the increasing income level. The new generation
systems feature enhanced vehicle connected experience
with direct internet access and trending towards 5G speeds
as a base for AI and car to driver interaction. PCB designs
with 5G speed capabilities are normally HDI prone which
GUH PG would need to develop, invest in and be ready.

Review of Operating Activities

In general, PCBs designs in consumer, air-conditioners,

musical instruments and car infotainment systems are
becoming more complex as technology drives the features
Laser Direct Imaging (LDI) for attracting customers and competition among brands.
GUH PG has seen the new designs of Gerbers which are
According to Linkedin.com, as of 2022, the global digital
incorporating fine line technology, heavy plating, spray
piano market was estimated at USD882.4 million, and it’s
coating, 8 layers and HDI designs due to communicating
anticipated to grow to USD1,073.0 million in 2028, with a
features to owner through 5G, Internet Hand-Shakes and
CAGR of 3.31%. GUH PG has very good relationships
AI learning. Thus, GUH PG needs to expedite investments
with a few major electronic musical instrument brands.
in knowledge, machinery and process capabilities. GUH
The challenge to GUH PG is that, the technology is very
PG has plans for an internal overhaul in technology and
fast moving in terms of using the latest electronic chips in
this field where more and more functions are cramped in
smaller PCBs, adoption of latest software and AI interfaces,
5G communications and IoT capable. Piano designers will
use HDIs and Sequential Layering Designs to cater to the
combination of running the sound processing and creation,
amplification, computing and the 5G high frequency parts.
GUH PG has great potential because currently it only
supplies to few customers whereupon there are at least
10 prominent players operating in the global electronic
musical instruments market. GUH PG will take further
actions to improve its process, machines and knowledge
capability into the realm of HDI designs. Vertical Continuous Plating (VCP)
 20 Annual Report 2023
GUH HOLDINGS BERHAD

MANAGEMENT’S DISCUSSION AND ANALYSIS

the advent in knowledge of HDI coupled with the process officially. GUH PG operates a multitude of gas scrubbers
knowledge to be capable of making the new generation in every necessary discharge point as planned by experts
PCBs. and with Environmental Authority Scrubber approvals to
ensure its air discharges surpass regulatory standards.
Risks Discussions GUH PG’s air discharges are also measured at agreed
intervals by a certified external laboratory.
A frequent risk to consumer domain PCB manufacturers
are the volatile material prices such as Copper Ball and Looking Forward and Strategies
Copper Clad Laminate (“CCL”) price increases and the
difficulty of transferring as soon as possible the higher GUH PG end product majority in the market segment of
material cost to the customer. As an example, the price air-conditioner PCBs which is reputed as one of the growth
movement of GUH PG’s main CCL increased 48% from industries in Thailand and Malaysia. The air-conditioner
2021 to 2022. GUH PG mitigates these risks through industry is touted as one of the stable and growing
working with its major customers on a dual material source industries due to worsening climate conditions in the world
approval in their drawings during the initial sample stage, and developing countries getting more affluent. Despite
thus giving GUH PG some flexibility in the supply chain. a weakening in this review period, GUH PG expects an
On the other hand, GUH PG is working with suppliers order stabilisation after its price increase demand with
on their Value Analysis and Value Engineering (“VA/VE”) main customers are pacified. GUH PG managed to spread
possibilities to give GUH PG cost down when successful. its market segment across the mainstays of established
It is also GUH PG’s routine to work on VA/VE projects customers of PCBs musical instruments as well which is
internally to improve efficiencies in its processes to reduce another growth potential in the region. A further silver lining
cost of production. GUH PG started a Strategic Alliance to report is that GUH PG finally obtained the approval
with a major CCL manufacturer in 2022 working on the of another renowned air-conditioner manufacturer in
major aspects of using their material in new projects, Thailand and have started with small test batches on
engaging technical knowledge transfers and strategic quality stability.
entry prices to win new orders or in some cases new
customers. Longer Term Strategy: Despite being a renowned local
Malaysian PCB company, GUH PG is an unranked
PCB manufacturer in the world arena. From a macro
perspective, the chance to go further for GUH PG is
there. The factors for a Malaysian PCB company to do
more include, the “spill over” from the China - US tensions
and the emergence of the China-Plus-One playing-field.
GUH PG has been receiving numerous RFQs from US
and European companies since last year. GUH PG shall
continue to pursue the potential of Thailand and Vietnam
customers with a combination of exemplary sample
services, promoting itself as good quality and responsive
PCB maker to get the hope for addition of 20,000m2/
Vertical Continuous Plating (VCP)
month which then would have a positive impact on dilution
Another inherent risk of PCB manufacturers is of water and of overheads and semi-variable costs of the invested in
air discharges over other cleaner industries. GUH PG has capacity. Lastly, GUH PG believes it will rebound with its
an up-to-date Water Treatment Plant and is working on an strategic intent of venturing into HDI PCBs with the first
effective Chemical Precipitation Process to safeguard the anticipated production in the middle of Financial Year
environment. Its water discharge is monitored continuously 2024.
and also, GUH PG has a certified external laboratory
taking water samples and the results are read and filed
 Annual Report 2023 21
GUH HOLDINGS BERHAD

MANAGEMENT’S DISCUSSION AND ANALYSIS

PROPERTIES DIVISION

Property Development

GUH Properties Sdn. Bhd. (“GUH Properties”)

GUH Land Sdn. Bhd. (“GUH Land”)
GUH Development Sdn. Bhd. (“GUH Development”)
GUH Centralised Dormitory Sdn. Bhd. (“GUH CD”)
GUH Realty Sdn. Bhd. (“GUH Realty”)
Milan Diamond Sdn. Bhd. (“Milan Diamond”)

In 2023, GUH Properties has generated RM27.0 million in the subsequent second phase has been launched at the
revenue and RM7.4 million in profit before tax. Juxtaposing beginning of year 2022 and expected to be handed over
to the figures from preceding year, there was a discernible to the customers in first quarter of 2024. The development
decline, in both revenue and profit before tax by RM 19.1 is devised with a modern sophisticated design. In addition,
million and RM 3.8 million, respectively. the concept offers the widest shop front of 30 feet in
Seremban, which is in conjunction with the exuberant
The development lands of GUH Properties, namely Taman commercial business in the vicinity. GUH Properties
Bukit Kepayang is strategically located in the full-fledged anticipates the product range will be well received with
Seremban town, right beside North-South highway and demand in the market.
the gateway of Seremban toll. It is situated along the
main corridor of Jalan Sungai Ujong, connecting the old In the fiscal year of 2023, amidst the ongoing challenges of
and new Seremban town, which enjoys a robust traffic recovery from the COVID-19 pandemic, persistent Russia-
network. Public amenities and facilities, such as shopping Ukraine disputes, enduring Israel-Palestine conflicts, the
mall, medical centre, commercial hub, and sports centre global economy has faced substantial adversity. The supply
are within convenient reach. of raw materials and labours are significantly affected by
such situations, which increase the cost of production
considerably. Still, GUH Properties consistently strives
to sustain the market share by identifying and supplying
the current property demand and enhancing its products
despite challenging market ahead partly due to adverse
market outlook affected by various factors such as weak
currency and soft property market. GUH Properties will
continue to increase marketing efforts as well as giving out
captivating packages to draw sales and tackle the sluggish
and competitive property market. To encounter the current
Kepayang Sentral
sluggish market, the management has re-planned part of
Nestled advantageously next to the Seremban/Labu toll the subject land to affordable product range for market
exit, Kepayang Sentral stands as a distinguished mixed needs.
commercial development. The development comprises
ranges of commercial premises and edifices. The first GUH Development embarks on masterplan development
phase of Kepayang Sentral, which comprises of 28 units known as SA Central which comprises of drive-thru
of shop-office has been completed in the year 2021, while restaurants, retails shops, condominium, service
 22 Annual Report 2023
GUH HOLDINGS BERHAD

MANAGEMENT’S DISCUSSION AND ANALYSIS

Tamansari, Rawang, Selangor in 2018. The land and

building are leased to Strait International Education Group
(“SIEG”) on a long term basis.

In view of the current challenging economic atmosphere

and hike of living cost, more efforts are needed for
boosting up sales. Property Division takes cautious
marketing strategies to sustain stable sales and withstand
the fierce competition of the local property market.
Events, multimedia publicity and property types suited to
Kepayang Havens consumers’ lifestyle have been orchestrated and organised
to gain market share and awareness towards GUH Group.
apartments and terrace houses in the centre of the
township of Simpang Ampat, Penang. It is located in the
centre of this integrated township and will be surrounded
by integrated infrastructures, public transport systems,
residential housing, and commercial hub. A KFC restaurant
has been operating since mid-2022 and is still generating
recurring rental income. Launches of the 61 units terrace
houses at Taman Simpang Ampat is scheduled in mid-
2024 and 48 units retail shops is scheduled in end 2024.

GUH CD is a joint venture company between GUH Asset

Holdings Sdn Bhd and Centralised Dormitory Sdn Bhd.
GUH CD is currently contructing a foreign worker dormitory Kepayang Heights 2
at Sungai Bakap, Penang. This purpose-built lodge lies
on 7.62 acres of land in the Northern Region of Malaysia
with a full capacity of 5,025 beds and fully integrated
recreational facilities. The project is in close proximity to
Batu Kawan Industrial Park, Bukit Minyak Industrial Park
and Nibong Tebal Industrial Park and caters for the needs
of foreign workers’ accommodation. The completion of the
project is scheduled to be commissioning on third quarter
of 2024.

With part of the Sungai Bakap land being developed as

workers dormitory, GUH Realty is planning for a medium
industry development which comprises 5 units factories
in the balance of 9.69 acres of land at Sungai Bakap,
Penang. The project is scheduled to be launched in third
quarter of 2024.

Besides, Milan Diamond, a wholly-owned subsidiary

of GUH Asset Holdings Sdn Bhd, has completed the
construction of an international school building at
 Annual Report 2023 23
GUH HOLDINGS BERHAD

MANAGEMENT’S DISCUSSION AND ANALYSIS

UTILITIES DIVISION

Water & Wastewater Solutions

Teknoserv Engineering Sdn. Bhd. (“Teknoserv”)

Teknoserv’s revenue increased from RM13.0 million with consultants, clients and relevant authorities to ensure
in year 2022 to RM17.5 million in 2023. Teknoserv also the secured projects are executed smoothly.
recorded a turnaround from Loss Before Tax of RM1.6
million in year 2022 to Profit Before Tax of RM4.7 million in On the other hand, weakening Malaysia currency and
year 2023. This is mainly due to recognition of profit from excessive price escalation of construction materials
the on-going projects. and equipments over the last few years are the major
operational issues faced by construction industry players.
As at 31 December 2023 Teknoserv has five on-going In order to mitigate the risk, Teknoserv always get itself
projects which consist of two water treatment plant updated with the latest material and equipment price and
projects, two sewerage related projects and one road secure longer price validity period whenever possible,
project. Its order book stands at RM114.0 million as at before accepting a new contract.
December 2023, with unbilled balance of RM16.0 million.
Teknoserv is well placed to participate and clinch more
In view of the intense competition among service providers, projects in the water and sewerage markets, locally
players are more apt to outbid each other in order to and overseas by consistently reviewing its business
secure market share. Following this and the need to development strategies and efforts in line with market
remain viable, Teknoserv has to offer attractive packages opportunities and developments in order to further
to secure contracts especially during economic downturn. enhance its order book and secure its business portfolio in
To remain competitive, Teknoserv has also established the region. The management team is also actively looking
strong networking with supply chain and sub-contractors for investment opportunities in water and sewerage
in order to achieve competitive pricing. On top of that, the concession or build, own, transfer (BOT) projects.
management staffs have always maintained good rapport

Design and Build for the Construction of New Sewerage Treatment Plant to Headwork of 36,000 PE and Upgrading of
Existing Pumping Station to Headwork of 10,500 PE on Lot 13325 and Lot 17000 at Pekan Bukit Kepayang, Daerah
Seremban, Negeri Sembilan Darul Khusus (Section 2)

Pakej D43 – Cadangan Pembinaan Rangkaian Paip N024-P1 The Proposed Extension of Phase 2 Sawah Raja
Pembentungan dan Rasionalisasi Loji Rawatan Kumbahan Water Treatment Plant and Other Related Works (10MGD),
Kawasan Tadahan Batu, Jinjang Kepong, Kuala Lumpur Negeri Sembilan. Pakej 1 – Cadangan Membina Dan
Menyiapkan Loji Rawatan Air Sawah Raja Fasa 2
 24 Annual Report 2023
GUH HOLDINGS BERHAD

MANAGEMENT’S DISCUSSION AND ANALYSIS

PLANTATION DIVISION

Cultivation of Oil Palm

GUH Plantations Sdn. Bhd. (“GUH Plantations”)

GUH Plantations strives hard to ensure the quality of its remain good until the middle of 2024. Malaysia palm oil
fresh fruits bunches remain good in order to obtain highest stock has increased by 4.37%, from 2.195 million mt in
Oil Extraction Rate (“OER”) offered by oil mills. Average Dec 2022 to 2.291 million mt in Dec 2023.
OER for 2023 was 19.31%.
GUH Plantations has obtained Malaysian Sustainable
Yield has decreased by 35.16%, compared to 2022 Palm Oil (“MSPO”) surveillance audit certification. The
(996.57mt versus 1,536.97mt), yield per acre per year is MSPO audit was conducted from 28 August 2023 to 30
3.34mt. Plantation yield is directly influenced by weather August 2023 and successfully completed.
particularly rainfall. Yield is expected to improve in 2024.
GUH Plantations will continue searching for lease land or
Crude Palm Oil price closed high at RM3,656.50 per mt joint venture with other plantation land owners to improve
in December 2023. Crude palm oil price is expected to its profitability.

FINANCIAL POSITION OF GUH GROUP

As at 31 December 2023, GUH Group’s total assets were RM596.1 million, a decrease of 2.4% from RM610.9 million at
end of the previous financial year. GUH Group’s other investments decreased to RM3.1 million as at 31 December 2023
after reflecting the disposal of quoted shares. GUH Group’s receivables decreased by 8.5% to RM35.0 million as at 31
December 2023 from RM38.3 million at end of the previous financial year in line with lower revenue. GUH Group’s cash
and cash equivalents stood at RM80.7 million as at 31 December 2023 compared to RM90.3 million at end of the previous
financial year as GUH Group used internally and externally generated funds to finance property development projects and
working capital.

GUH Group’s total liabilities decreased by 0.7% to RM127.4 million as at 31 December 2023 from RM128.3 million at
end of the previous financial year. GUH Group’s payables decreased to RM42.5 million as at 31 December 2023 from
RM46.5 million at end of the previous financial year mainly due to the decrease in purchase of raw materials. GUH
Group’s retirement benefits decreased to RM6.6 million as at 31 December 2023 from RM8.8 million at end of the previous
financial year mainly due to payment of retirement benefit during the year. On the other hand, GUH Group’s loans and
borrowings coupled with lease liabilities increased to RM58.2 million as at 31 December 2023 from RM53.2 million at end
of the previous financial year and consequently, GUH Group’s gearing ratio increased to 12.4% as at 31 December 2023
compared to 11.0% at end of the previous financial year.

Overall, GUH Group registered a lower net assets per share attributable to owners of the Company of RM1.67 as at 31
December 2023 compared to RM1.72 at end of the previous financial year.
 Annual Report 2023 25
GUH HOLDINGS BERHAD

CORPORATE STRUCTURE

GUH HOLDINGS BERHAD

(196101000062 (4104-W))

100% GUH Electronic Holdings Sdn. Bhd. (198701007148 (165866-A))

100% GUH Circuit Industry (PG) Sdn. Bhd. (199201000239 (231743-T))
100% GUH Circuit Industry (Suzhou) Co., Ltd.
100% Grand United (BVI) Co., Ltd.
100% Grand Circuit Industry (Philippines) Inc.
100% GUH HiTech Circuits Sdn. Bhd. (202301011720 (1505642-A))
(Formerly known as Sunshine GUH PCB Sdn. Bhd.)

100% GUH International (HK) Private Limited (1545766)

GUH Properties Sdn. Bhd. (197801007022 (44057-D))

GUH Land Sdn. Bhd. (201401015894 (1091980-T))

GUH Development Sdn. Bhd. (198901011135 (188437-M))

GUH Plantations Sdn. Bhd. (198101010261 (76386-W))

GUH Asset Holdings Sdn. Bhd. (199001000030 (191588-V))

GUH Electrical (BW) Sdn. Bhd. (196901000747 (9143-K))
GUH eVehicle Sdn. Bhd. (198201005072 (84822-P))
GUH eBattery Sdn. Bhd. (198301008270 (103524-K))

Tecnovac Marketing Sdn. Bhd. (199501004396 (333591-H))

Milan Diamond Sdn. Bhd. (201401022658 (1098744-D))
GUH Realty Sdn. Bhd. (197901004288 (48565-M))
Jeladan Sdn. Bhd. (199001003699 (195266-U))
GUH Centralised Dormitory Sdn. Bhd. (202001023258 (1379578-X))

GUH Utilities Holdings Sdn. Bhd. (201101016995 (945131-T))

Teknoserv Engineering Sdn. Bhd. (199501008150 (337348-H))
GUH Water Pte Limited (1624030)
Leader GUH Renewable Energy Sdn. Bhd. (197901001434 (45674-U))

GUH Capital Sdn. Bhd. (201501038602 (1163923-H))

GUH Power Sdn. Bhd. (202301042572 (1536489-T))
Star Wheels Electronic Sdn. Bhd. (201801025271 (1287291-W))

Electronic Division Properties & Plantation Division Utilities Division eVehicle/Battery Division
 26 Annual Report 2023
GUH HOLDINGS BERHAD

FINANCIAL HIGHLIGHTS

REVENUE (RM’000) EBITDA (RM’000)

34,535
360,000 35,000

26,695
335,990
25,000
320,000 18,085

15,000

278,796 5,068
280,000 275,842 5,000
(21,463)

(5,000)
239,872
240,000
227,807
(15,000)

200,000 (25,000)
2019 2020 2021 2022 2023 2019 2020 2021 2022 2023
YEAR YEAR

PROFIT/(LOSS) BEFORE TAX (RM’000) PROFIT/ (LOSS) FOR THE FINANCIAL YEAR
ATTRIBUTABLE TO OWNERS
OF THE COMPANY (RM’000)
30,000 20,000
14,573

20,000 18,058
10,000
5,018
10,000 7,096 (44,968) (4,282) (16,102)
0
(40,258) 1,062 (13,579)
0
(10,000)
(10,000)
(20,000)
(20,000)
(30,000)
(30,000)

(40,000) (40,000)

(50,000) (50,000)
2019 2020 2021 2022 2023 2019 2020 2021 2022 2023
YEAR YEAR

TOTAL ASSETS (RM’000) EQUITY ATTRIBUTABLE TO OWNERS

OF THE COMPANY (RM’000)
800,000 550,000

667,159
612,594 610,866
597,454 596,103
600,000 506,975

500,000
489,234
482,556

400,000 467,922 468,543

450,000
200,000

0 400,000
2019 2020 2021 2022 2023 2019 2020 2021 2022 2023
YEAR YEAR
 Annual Report 2023 27
GUH HOLDINGS BERHAD

FINANCIAL HIGHLIGHTS

RETURN ON TOTAL EQUITY (%) BASIC EARNINGS/ (LOSS) PER SHARE (SEN)

4.00 7.00
2.98 5.25

2.00
0.99 1.81
2.00
(9.61) (0.89) (3.47) (16.19) (1.53) (5.73)
0.00

(3.00)
(2.00)

(4.00)
(8.00)

(6.00)

(13.00)
(8.00)

(10.00) (18.00)
2019 2020 2021 2022 2023 2019 2020 2021 2022 2023
YEAR YEAR

NET ASSETS PER SHARE ATTRIBUTABLE TO GEARING RATIO (%)

OWNERS OF THE COMPANY (RM)
2.50 15.00

12.41
11.90
2.00
1.83 11.03
1.76 1.72
1.68 1.67
10.00 9.55
1.50
7.49

1.00
5.00

0.50

0.00 0.00
2019 2020 2021 2022 2023 2019 2020 2021 2022 2023
YEAR YEAR
 28 Annual Report 2023
GUH HOLDINGS BERHAD

CORPORATE GOVERNANCE OVERVIEW STATEMENT

The Board of Directors (“the Board”) of GUH Holdings Berhad (“GUH” or “the Company”) is committed to embracing and
pursuing a strategy of adopting good corporate governance within GUH Group which is in line with the recommendations
as set out in the Malaysian Code on Corporate Governance (“MCCG”) 2021 that forms part of the continuing obligations
of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”). The Board firmly
believes that excellence in corporate governance helps to cultivate a conclusive and ethical environment and enhance
stakeholders’ value which is vital to business sustainability. It is important for the Group to strictly comply and adhere to
good corporate governance such as integrity, transparency, accountability and responsible business conduct, so as to build
a sustainable future that generates positive value creation.

The Board is pleased to present the Corporate Governance Overview Statement for the financial year ended 31 December
2023 with an overview of the Corporate Governance (“CG”) Practices of the Group which supports the three (3) key of
MCCG, namely Board Leadership and Effectiveness, Effective Audit and Risk Management and Integrity in Corporate
Reporting and Meaningful Relationship with Stakeholders.

The Corporate Governance Overview Statement should be read in tandem with other Statements in the Company’s Annual
Report 2023, i.e. the Sustainability Statement, Statement on Risk Management and Internal Control and Audit Committee
Report. Further details on the application and departure from the corporate governance practices is reported under the
Corporate Governance Report (“CG Report”), which is published on the Company’s website, www.guh.com.my based on
a prescribed format as specified in Paragraph 15.25(2) of the Listing Requirements.

As there is no ‘one size fits all’ approach to corporate governance while maintaining the best approach to adopting the
principles, the Board will use its best endeavours to maintain the compliance of the relevant principles as set out in MCCG
and to promote high standards of corporate governance. The Company has applied most of the practices in the MCCG
2021 except for the following:

Practice 5.2
At least half of the board comprises independent directors. For Large Companies, the board comprises a majority
Independent Directors.

Practice 5.4 - Step up

The board has a policy which limits the tenure of its independent directors to nine years without further extension.

Practice 5.6
In identifying candidates for appointment of directors, the board does not solely rely on recommendations from existing
board members, management or major shareholders. The board utilizes independent sources to identify suitably qualified
candidates.

If the selection of candidates was based on recommendations made by existing directors, management or major
shareholders, the Nominating Committee should explain why these source(s) suffice and other sources were not used.

Practice 5.9
The board comprises at least 30% women directors.

Practice 8.2
The board discloses on a named basis the top five senior management’s remuneration component including salary, bonus,
benefits in-kind and other emoluments in bands of RM50,000.

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS

BOARD RESPONSIBILITIES

(i) Board Roles and Responsibilities

The Board assumes responsibility for effective stewardship in the Company’s including Group’s direction and
operations with the support of the management team. The Board also oversees the integration of sustainability
considerations in corporate strategy, governance and decision making.
 Annual Report 2023 29
GUH HOLDINGS BERHAD

CORPORATE GOVERNANCE OVERVIEW STATEMENT

The Board Charter of the Company which is reviewed annually sets out the Board’s strategic intent and clearly defines
the Board’s roles and responsibilities as well as elaborates the fiduciary and leadership functions of the Board. To
ensure the effective discharge of its fiduciary duties and to enhance business and operational efficiency, specific
responsibilities have been delegated to various Board Committees where appropriate. The Board Committees
comprise Audit Committee, Nomination Committee, Remuneration Committee, Risk Management & Sustainability
Committee and the Share Grant Plan Committee. Each Committee operates within its respective Terms of Reference
which have been approved by the Board. The Terms of Reference of all the Board Committees are reviewed and
updated regularly to ensure the latest requirements of the MCCG and Listing Requirements are incorporated. Although
the Board has granted such authority to Board Committees, the ultimate responsibility and final decision rest with the
Board. Each Chairperson of the Committee reports its recommendations and decisions to the Board for approval.

The Board Charter and Terms of Reference of the Board Committees are available online at the Company’s website,
www.guh.com.my.

(ii) Separation of the position of Chairman and the Chief Executive Officer/Group Managing Director (“CEO/
Group MD”)

There is a clear division of responsibilities between the Chairman and the CEO/Group MD. The distinction of the two
positions in the Company ensures an appropriate balance of roles, responsibilities and accountability. The roles and
responsibilities of the Chairman and CEO/Group MD are defined in the Board Charter.

Tan Sri Dato’ Seri H’ng Bok San, whom was re-designated from Executive Chairman to Non-Executive Chairman
of the Board with effect from 1 June 2023, is the presiding Chairman during the General Meeting of the Company
as well. He provides leadership and governance to the Board to ensure its smooth and effective functioning. The
Chairman ensures no single Board member can dominate discussion and decision making. He also ensures all Board
resolutions are put to vote with the will of the majority to prevail.

Datuk Seri Kenneth H’ng Bak Tee has assumed the role of the CEO/Group MD since 2004. He leads the management
team and oversees the day-to-day operational and financial management of GUH Group including to fulfill all policies.
He also oversees daily conduct of operating divisions, business affairs, financial management, human resource
management with respect to key positions in the Group’s hierarchy to ensure organisational effectiveness.

(iii) Board’s Commitment

Board meetings are scheduled ahead in order to enable the Board members to have good attendance at Board
meetings and the expected degree of attention to the Board meeting agenda. Formal agenda and relevant reports
covering strategic, financial, operational and regulatory compliance matters are normally circulated to all members
a week before the scheduled meeting. This would also enable the Directors to prepare and deal with if any matter
arising during such meetings efficiently. During the financial year 2023, a total of four (4) Board meetings were
held where the Board deliberated upon and considered a variety of matters including the Group’s quarterly financial
results and operations, strategic decisions, business plan and discussing other pertinent matters. Relevant senior
management and external consultants were invited to attend the Board meetings as and when required in order to
present and advise the Board members with information and clarification on the meeting agenda to facilitate informed
decision making. At the Board meetings, active deliberations of issues by Board members are encouraged and such
deliberations, decisions and conclusions are recorded and properly documented. Any Director who has an interest in
the subject matter to be deliberated shall abstain and had abstained from deliberating and voting during the meetings.
Minutes of each Board meeting are circulated to each Director prior to confirmation of the minutes by the Chairman
in the next Board meeting.

The daily operational matters that require immediate Board decision in the interval between Board meetings will be
sought via Directors’ circular resolutions, supported by full detailed information. The Board is satisfied with the level
of time commitment given by each of the Directors towards fulfilling their roles on the Board and Board Committees.
 30 Annual Report 2023
GUH HOLDINGS BERHAD

CORPORATE GOVERNANCE OVERVIEW STATEMENT

The attendance record of each member of the Board during the financial year ended 2023 is set out below:

Board of Directors Feb May Aug Nov Total

Tan Sri Dato’ Seri H’ng Bok San
√ √ √ √ 4/4
Non-Independent Non-Executive Chairman
Datuk Seri Kenneth H’ng Bak Tee
√ √ √ √ 4/4
CEO/Group MD
Dato’ Harry H’ng Bak Seah
√ √ √ √ 4/4
Non-Independent Non-Executive Director
Datin Seri Jessica H’ng Hsieh Ling
√ √ √ X 3/4
Non-Independent Non-Executive Director
Dato’ Dr. Gan Kong Meng
√ √ √ √ 4/4
Independent Non-Executive Director
Mr. Teng Chang Yeow
√ √ √ √ 4/4
Independent Non-Executive Director
Ms. Phoon Yee Min
√ √ √ √ 4/4
Independent Non-Executive Director

The Board carried out the following activities:

• Reviewed the Company’s performance in 2023 and the business outlook for 2024;
• Supervised and assessed management’s performance;
• Received reports on any related party transaction(s) and declaration of interest by Directors;
• Approved the Directors’ Report and Audited Financial Statement for the financial year ended 31 December 2022;
• Approved Annual Report 2022;
• Approved the Statement in relation to the Proposed Renewal of Share Buy Back;
• Approved the draft Circular to Shareholders in relation to the Proposed Renewal of Recurrent Related Party
Transactions of revenue or trading nature;
• Approved the draft Circular to Shareholders in relation to the Proposed Bonus Issue of Warrants and Proposed
Diversification of Existing Principal Activities;
• Reviewed and approved quarterly results for 2023 and announcements;
• Reviewed the quarterly reports from the CEO/Group MD on the progress of all business divisions and any
significant change in the business and the external environment, which affected operations;
• Approved the annual budget and capital expenditure budget;
• Reviewed the Company’s strategies and plans;
• Proposed the re-appointment of the Group’s external auditors and ensured that the external auditors meet the
criteria provided by the Listing Requirements;
• Reviewed and approved the re-designation of Executive Chairman to Non-Executive Chairman;
• Approved the reports of the Audit Committee, Nomination Committee, Remuneration Committee, Risk Management
& Sustainability Committee and the Share Grant Plan Committee;
• Reviewed the risk management framework of GUH;
• Reviewed and discussed conflict of interest or potential conflict of interest situation involving Directors and Key
Senior Management of GUH Group;
• Reviewed the succession planning for the Group’s continuity in leadership for all key positions; and
• Noted the updates and any amendments made to the Listing Requirements, laws and regulations.

GUH recognises the importance of continuous professional development and training for its Directors. All Directors
of the Company have completed the Mandatory Accreditation Programme (“MAP”) Part I. In line with the recent
amendments to Listing Requirements in relation to sustainability training for Directors, the Directors of the Company
have been advised to complete MAP Part II within the prescribed time frame. Directors are encouraged to attend
seminars and trainings to keep themselves abreast with the latest developments of new regulations and compliance
including to enhance their skills and knowledge, where relevant. Directors will be informed and updated on key
corporate governance developments and salient changes to the Listing Requirements, laws and regulations. The
external auditors also brief the Audit Committee on any changes to the Malaysian Financial Reporting Standards that
affect the Group’s financial statements.
 Annual Report 2023 31
GUH HOLDINGS BERHAD

CORPORATE GOVERNANCE OVERVIEW STATEMENT

The summary of courses, seminars and trainings attended by respective Directors of the Company during the financial
year ended 31 December 2023 are set out as follows:

Tan Sri Dato’ Seri H’ng Bok San

• Sustainability Awareness Training for Board of Directors (19/09/2023)

Datuk Seri Kenneth H’ng Bak Tee

• Dividends – To Declare or to Authorise (06/04/2023)
• Directors Behaviour and Boardroom Dynamics (07/04/2023)
• Company Secretary as Governance Professional (11/05/2023)
• Employment Act with latest updates – Applications and Implications (24/05/2023)
• Key Provisions and Compliance Requirements under Companies Act 2016 (15/06/2023)
• Identifying Areas of Risks and Minimising the Liabilities of Companies Secretaries (20/06/2023)
• MAP Part II: Leading for Impact (LIP) (04~07/09/2023)
• Personal liabilities of Directors (03/11/2023)
• The Budget 2024 Highlight, E-Invoice and Updated Transfer Pricing Rules 2023 (06/11/2023)
• Register of Charges – Creation, Variation, Release and Satisfaction (01/12/2023)

Dato’ Harry H’ng Bak Seah

• Power, Duties & Responsibilities of Directors & Conflicts of Interest Situations (05/07/2023)

Datin Seri Jessica H’ng Hsieh Ling

• Sustainability Awareness Training for Board of Directors (19/09/2023)

Dato’ Dr. Gan Kong Meng

• Assessment of The Board, Board Committees and Individual Directors (19/04/2023)
• Bridging the Gap: Metaverse, Board of Directors, Net Zero & NFT (02/08/2023)
• MAP Part II: Leading for Impact (04~07/09/2023)

Mr. Teng Chang Yeow

• Bridging the Gap: Metaverse, Board of Directors, Net Zero & NFT (02/08/2023)

Ms. Phoon Yee Min

• Digital4ESG Forum (10/05/2023)
• PowerTalk: Advancing Cyber Resilience: Board’s Top 3 Must-Knows (25/05/2023)
• MAP Part II: Leading for Impact (22-23/08/2023)
• MIA Webinar Series : Excel Modelling for Project Financing – Investing Module (05/10/2023)
• Management of Cyber Risk (25/10/2023)
• Cyber Security Training (01/12/2023)

(iv) Qualified Company Secretaries, Access to Information and Advice

All Directors have access to the advices and services of qualified Company Secretaries in discharging their fiduciary
duties. The Company Secretaries are qualified to act under Section 235 of the Companies Act 2016 (“the Act”). The
Company Secretaries support the effective functioning of the Board, provide advice and guidance to the Board on
policies and procedures, corporate disclosures, relevant rules, regulations and laws in relation to corporate secretarial
matters and principles of good governance practices. They also manage the process of the Board Meetings, Annual
General Meeting (“AGM”) and Extraordinary General Meeting (“EGM”). The Company Secretaries receive regular
updates and attended training programmes from various organisations to keep themselves abreast with regulatory
requirements and CG.
 32 Annual Report 2023
GUH HOLDINGS BERHAD

CORPORATE GOVERNANCE OVERVIEW STATEMENT

All Directors have access to the advice and services of independent professional advice if required, in pursuance of
their duties at the Group’s expense.

The Board members are satisfied that the information is sufficiently supplied on a timely basis and of quality to enable
them to discharge their duties.

(v) Strengthening Corporate Governance Culture

GUH Group recognises the needs of its employees to discharge their responsibilities ethically and appropriately in
order to protect the best interest of the Group and its stakeholders. The Code of Ethics and Code of Conduct adopted
by the Group set out the principles in relation to integrity, dependability, excellence and fairness to be upheld by the
Directors and employees of the Group in dealing with their daily work and to achieve the Group’s business goals in
an ethical manner.

GUH Group’s employee handbook guides the desired standard of behavior from all employees in discharging their
duties including terms and conditions of general employment, compensation and benefits.

In line with Section 17A of the Malaysian Anti-Corruption Commission (Amendment) Act 2018, the Board has adopted
Anti-bribery and Corruption Policy to provide a strong framework to prevent its employees, Directors and business
partners from undertaking corruption practices relating to its business activities. This policy outlines the Group’s
commitment to conduct business ethically in compliance with all anti-bribery and corruption regulations.

In addition, GUH Group also has a Whistleblowing Policy establishing proper communication channels for reporting
of any misconduct within the Group while maintaining integrity and ethical behaviour. This helps to encourage
transparency and confidentiality to its employees and external parties to report the issues regarding business conduct.

The details of The Code of Ethics and Code of Conduct, Anti-bribery and Corruption Policy and Whistleblowing Policy
are available on the Company’s website at www.guh.com.my.

(vi) Sustainable Practices

The Board recognises that sustainable development is an important and integral part for the GUH Group to pursuit
its long term business success. The Board is responsible for the Group’s sustainability strategies and assisted by
the Risk Management & Sustainability Committee, which in turn supported by the CEO/Group MD, Chief Operating
Officer and all senior management in managing sustainability related matters. Sustainability has been included as one
of the criteria in the performance evaluations of the Board members.

Sustainability targets, implementation strategies and measurement targets are being developed and communicated
to its stakeholders through the Sustainability Statement of the Annual Report 2023.

Directors are encouraged to attend trainings to keep updated on various sustainability related issues and efforts to
address them. The Board has been keep updated and they continuosly provide their views and opinions on any of the
Group’s sustainability issues during the Board meeting.

BOARD COMPOSITION

(i) Composition and Independence of the Board

For the financial year 2023, the Board consists of seven (7) members of whom are the Non-Independent Non-Executive
Chairman, the CEO/Group MD, two (2) Non-Independent Non-Executive Directors and three (3) Independent Non-
Executive Directors. The current Board composition is able to provide independent and objective judgement to
facilitate a balanced leadership in the Company as well as to provide effective check and balance to safeguard the
interest of the Company and its shareholders.
 Annual Report 2023 33
GUH HOLDINGS BERHAD

CORPORATE GOVERNANCE OVERVIEW STATEMENT

The Independent Directors play a pivotal role in the Board’s responsibilities. Nevertheless, they are not accountable
or responsible for the day-to-day running of the business operations, which is the role of the Executive Director. They
do not participate and engage in any business dealings or other relationships within the Group. The Independent
Directors have been actively involved in various Board Committees to assist the Board in carrying out the duties and
responsibilities in accordance with the Terms of Reference as set out in each Committee.

In respect of potential conflicts of interest, the Board is comfortable that there is no undue risk involved as all related
party transactions are disclosed and strictly dealt with in accordance with the Listing Requirements. The Board is
always mindful of the potential conflict of interest that may arise in each transaction, in which case, interested Directors
have abstained from decision making. The Board is also responsible for the corporate governance practices of the
Group on behalf of the shareholders and retains full and effective control over the Group.

(ii) Gender Diversity

The Board recognises the essentials of diversity within its Board and senior management. GUH Group is committed
to providing fair and equal opportunities and nurturing diversity within the Group. The appointment of board members
and senior management are based on objective criteria, merit and with due regard for diversity in skills, experience,
age, cultural background and gender.

With the different backgrounds, specialisation and mix of expertise from the present Directors, GUH is essentially
led and guided by an experienced and competent Board. The profile of each Director is summarised in the Profile of
Directors of this Annual Report 2023.

At present, the Board consists of two (2) female Directors reflecting a 28.57% allocation and also complies with the
Listing Requirement mandating presence of one (1) female Director on Board. The Board opined that diversity should
be in phase with expertise, skills and experience but not gender alone.

NOMINATION COMMITTEE

The Nomination Committee of GUH currently consists exclusively of Independent Non-Executive Directors, with the
responsibilities of assessing the balance composition of the Board members, nominating any proposed Board member(s)
by looking into his/her skills and expertise for the contribution to the Company. The tenure of each Director is reviewed
and annual re-election of the Directors should contingent on a satisfactory evaluation of the Directors’ performance and
contribution to the Board. Nomination Committee is also responsible to perform the annual assessment of the Board, Board
Committees and individual Directors including to disclose the conduct of evaluation in the Corporate Governance Report.

The present members of the Committee are:

Dato’ Dr. Gan Kong Meng

Chairman, Independent Non-Executive Director

Mr. Teng Chang Yeow

Member, Independent Non-Executive Director

Ms. Phoon Yee Min

Member, Independent Non-Executive Director

The Board has stipulated the Terms of Reference for the Nomination Committee and the details are available for reference
at www.guh.com.my.

The summary of activities undertaken by the Nomination Committee during the financial year ended 31 December 2023
included the following:

• Reviewed overall structure, size and composition of the Board with an aim to achieve a balance of view from the Board;
 34 Annual Report 2023
GUH HOLDINGS BERHAD

CORPORATE GOVERNANCE OVERVIEW STATEMENT

• Reviewed the required mix of skills, experiences and other qualities including core competencies and time commitment
to the Board;
• Reviewed and confirmed the minutes of the Nomination Committee meeting held;
• Conducted annual performance evaluation and assessment on the effectiveness of the Board, Board Committees and
individual Directors;
• Reviewed and assessed the independence of the Independent Directors on their ability to deliver independent
judgement and decisions;
• Recommended the re-appointment of Independent Director whose tenure will be exceeding the term limit of 9 years;
and
• Reviewed and recommended the Terms of Reference of the Nomination Committee to the Board for approval.

Evaluation for Board, Board Committees and Individual Directors

The Nomination Committee conducted an annual assessment of the performance of the Board as a whole, Board
Committees and individual Directors based on the Directors peer evaluation approach. The criteria used in evaluating
the performance of individual, including their contribution to interaction, integrity, competency and time commitment of the
members of the Board as well as the Board Committees in discharging their duties, are in a set of questionnaires.

The Constitution of GUH provides that an election of Directors shall take place each year. All Directors shall retire from office
once at least in every three years. A retiring Director shall be eligible for re-election. Upon deliberation of the Nomination
Committee and the Board, no election of new Director has been proposed and none of the existing Directors is subject to
retire from office at the forthcoming AGM which will be held in 2024.

A Fit and Proper Policy is published on the Company’s website at www.guh.com.my to guide the Nomination Committee for
the assessment and evaluation of the potential Directors on their new appointments and those who are seeking re-election.

For the financial year ended 31 December 2023, the Nomination Committee carried out a peer evaluation, where the name
of the Director completing the evaluation has been left anonymous as it is believed that the anonymity would achieve an
honest general consensus. Appropriate assessment and recommendation by the Nomination Committee is based on the
annual assessment conducted. All assessments and comments from the evaluation are documented and discussed during
the Nomination Committee Meeting which was then tabled at the Board Meeting held thereafter.

The process for nomination and election/re-election of the Non-Executive Director (both Independent and Non-Independent)
is as follows:

Company Secretary Company Secretary Nomination

gives Nomination compiles all the evaluation Committee reviews
Committee a copy forms which are left and oversees the
of the membership anonymous and submit to conduct of annual
list, description the Nomination Committee assessments and
of duties and
responsibilities etc. (Each individual Director evaluation
will abstain from evaluating
his/her own performance)

Nomination Committee Nomination

Nomination Committee evaluates and matches Committee
recommends to the the criteria of each determines the
Board for appointment/ nominee (if any)/ required skills and
re-appointment existing members and quality
will consider diversity,
including gender, where
applicable
 Annual Report 2023 35
GUH HOLDINGS BERHAD

CORPORATE GOVERNANCE OVERVIEW STATEMENT

All candidates to the Board and retiring Directors who are subject to re-election are assessed by the Nomination Committee
prior to their appointment by taking into account the assessment criteria as set out in the Fit and Proper Policy. Personal
qualities such as probity, personal integrity, financial integrity and personal reputation are considered in evaluating the
candidates or Directors. In assessing their experience and competency, qualifications, training and skills, relevant past
performance or track record, inter alia, time and commitment are also taken into consideration.

The performance of the Board, Committees and individual Directors are appraised whether the person or Committees have
sufficient achievements or demonstrated performance in the Company’s nature of business. The Nomination Committee
will also consider whether the candidates or Directors are occupying high-level positions in comparable organisations and
were accountable for driving and leading the organisation’s governance, business performance or operations.

Based on the assessment conducted, the Board and the Nomination Committee are satisfied with the current size,
composition as well as the mix of qualifications, skills and expertise among the Board and the Board Committee members.

Tenure of Independent Directors

Pursuant to the Board Charter of GUH, where the tenure of an Independent Director exceeds a cumulative term of nine
(9) years, the Board shall make recommendation and provide justifications and to seek shareholders’ approval to retain a
person to continue to serve as Independent Director annually and annual Shareholders’ approval through a two-tier voting
process is required.

GUH always strives its best to adhere to all applicable laws, rules and regulations in order to ensure good corporate
governance principles are applied in every aspect of business processes and at all levels of the Group. The principles of
good corporate governance are needed to achieve long term sustainability of the Group.

For the financial year ended 31 December 2023 under review, all the 3 present Independent Directors have served less than
nine (9) years as at the report date which is in compliance with both the Listing Requirements and MCCG. Nevertheless,
Dato’ Dr. Gan Kong Meng whose tenure as Independent Director shall exceed the cumulative term of nine (9) years after
31 May 2024 subsequent to his first appointment effective from 1 June 2015. The Nomination Committee and Board have
conducted a thorough review and assessment on Dato’ Dr. Gan’s independence and shall propose that Dato’ Dr. Gan be
retained as Independent Director of the Company for shareholders’ approval through a two-tier voting process to adhere
with corporate governance best practices while benefiting from Dato’ Dr. Gan’s knowledge and experience. The proposed
justifications to retain Dato’ Dr. Gan Kong Meng are set out below:

• Fulfills the criteria of an Independent Director pursuant to the Listing Requirements;

• Provides the Board with diverse set of experience, skills and expertise in the relevant field/business industry;
• Sufficient time and attention to his professional obligations for informed and balanced decision making;
• Able to bring independent and objective judgment to the Board deliberations and his position in the Board has not been
compromised by his familiarity and long relationship with other Board members;
• Have exercised his due care during his tenure as an Independent Director and carried out his professionalism duties in
the best interest of the Company; and
• Long service with the Company enhances his knowledge and understanding of the business operation of the Group
which enable him to contribute actively and effectively during deliberations and discussion at the Audit and Risk
Management & Sustainability Committee and Board meetings.

The Nomination Committee has assessed the independence of the Independent Directors and all the Independent Directors
have demonstrated independence in their conduct by providing independent and unbiased advice and judgement on the
Group strategies and performances. The Independent Directors do not participate in the daily management of the Group
and free from any business or other relationships which could interfere the independency of the decision made.

Upon the recommendation of the Nomination Committee, the Board is satisfied with the composition of the existing 3
Independent Directors with their ability to act in the best interest of the Company and continue to help the Company in
improving corporate credibility and governance standards.
 36 Annual Report 2023
GUH HOLDINGS BERHAD

CORPORATE GOVERNANCE OVERVIEW STATEMENT

Independent Sources to Identify Qualified Candidates

The Board relies on recommendations from Nomination Committee and existing Board members, management or major
shareholders to identify qualified candidates for any appointments (including women Directors) to the Board instead of
utilises other independent sources in consideration of cost saving factor and remain competitive in the challenging market
environment. The Nomination Committee is responsible to deliberate and recommend the candidates to the Board in
consideration of the most appropriate Board size and composition, criteria as outline in the Fit and Proper Policy as well as
the annual assessment of Directors in the recruitment process. Absence of using independent sources will not jeopardise
the independence of Board’s deliberations and all decisions made were in the best interest of the Company.

The Nomination Committee meets at least once every financial year and may be required as and when necessary. The
attendance record of each member of the Nomination Committee during the financial year ended 2023 is set out below:

Nomination Committee Nov Total

Dato’ Dr. Gan Kong Meng, Chairman √ 1/1
Mr. Teng Chang Yeow, Member √ 1/1
Ms. Phoon Yee Min, Member √ 1/1

REMUNERATION

(i) Remuneration Policies and Procedures

Directors and Senior Management Remuneration Policies and Procedures have been established to provide guidance
in recommending the remuneration package to the Directors and senior management according to the following
principles as well as in line with the best practise as recommended by MCCG:

• To attract and retain Directors and senior management

• To motivate Directors and senior management to achieve and work towards the Group’s vision and mission
• To align the interests of the Directors and senior management with the interests of the shareholders.

The Remuneration Policies and Procedures of the Directors and senior management are available on the Company’s
website at www.guh.com.my.

In summary, the result of the performance assessment is reviewed by the Remuneration Committee and recommended
to the Board for approval.

(ii) Remuneration Committee

The Remuneration Committee of GUH currently comprises the following Directors, all of whom are Non-Executive,
with the majority of Independent Directors.

Dato’ Dr. Gan Kong Meng

Chairman, Independent Non-Executive Director

Ms. Phoon Yee Min

Member, Independent Non-Executive Director

Datin Seri Jessica H’ng Hsieh Ling

Member, Non-Independent Non-Executive Director
 Annual Report 2023 37
GUH HOLDINGS BERHAD

CORPORATE GOVERNANCE OVERVIEW STATEMENT

The Remuneration Committee meets at least once a year and may be requested as and when necessary to deliberate
and discuss the remuneration of the Executive Director. The Remuneration Committee is responsible for ensuring that
the compensation and other benefits will encourage Executive Director to act in ways that enhance the Company’s
long-term profitability and value. The Remuneration Committee and the Board are mindful that the remuneration for
the Executive Director should be attractive and fairly compensated to maintain high quality individuals in the Board
to run the Group successfully. None of the Executive Director participated in any way in determining their individual
remuneration. The Executive Director is paid fixed salaries, allowances, bonuses and other benefits in accordance
with the terms and conditions as agreed upon. The terms and conditions are normally reviewed annually to ensure
the performance and contributions are justified.

During the financial year ended 31 December 2023, the Remuneration Committee had one meeting to discuss and
recommend to the Board for approval of the remuneration package of the Executive Director. The determination
of the remuneration of the Non-Executive Director is a matter determined by the Board as a whole. Payment of
Directors’ fees is one of the salient elements. The Director’s fee was proposed at RM75,000 per Director and the
shareholders’ approval had been sought at the last AGM held in year 2023. During the year, the Remuneration
Committee also recommended the Directors’ fee for the period from year 2024 to the next AGM in year 2025 for
the Board’s endorsement, subject to the shareholders’ approval at the forthcoming AGM. The Company reimbursed
expenses incurred by the Directors for attending the Board and Committee meetings.

The detailed disclosure on the named basis for the remuneration of individual directors can be found in the Company’s
Corporate Governance Report 2023.

The attendance record of each member of the Remuneration Committee during the financial year ended 2023 is set
out below:

Remuneration Committee Mar Nov Total

Dato’ Dr. Gan Kong Meng, Chairman √ √ 2/2
Ms. Phoon Yee Min, Member √ √ 2/2
Datin Seri Jessica H’ng Hsieh Ling, Member √ X 1/2

(iii) Details of Top Five Senior Management’s Remuneration

Given the confidential and commercial sensitivities associated with remuneration matters and the highly competitive
human resource environment and the importance of ensuring stability and continuity of business operations with a
competent and experienced management team in place, the Board takes the view that there is no necessity for the
Group to disclose the remuneration of the Company’s top five senior management personnel who are not Directors
whether in aggregate basis or in named basis of RM50,000.

PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT

AUDIT COMMITTEE

(i) Audit Committee

The Board is assisted by the Audit Committee to oversee the Group’s financial reporting processes, quality of its
financial reporting and the results review of internal and external audit activities and to ensure compliance with all
applicable accounting standards and any other relevant regulatory authorities. The Audit Committee comprises solely
Independent Non-Executive Directors and is chaired by Ms. Phoon Yee Min while the Chairman of the Board is Tan Sri
Dato’ Seri H’ng Bok San. This is to ensure that the objectivity of the Board’s review of the Audit Committee’s findings
and recommendations is not impaired. At present none of the members of Audit Committee is a former partner of the
external audit firm. In the event of any potential candidate of a former audit partner were to be appointed the cooling-
off period of at least three (3) years will be observed.
 38 Annual Report 2023
GUH HOLDINGS BERHAD

CORPORATE GOVERNANCE OVERVIEW STATEMENT

Terms of Reference of Audit Committee are available on the Company’s website at www.guh.com.my. The Board
is satisfied with the duties carried out by the Audit Committee. The Board ensured that all members of the Audit
Committee are financially literate and have sufficient understanding of the Group’s business and matters under the
purview of the Audit Committee including the financial reporting process. The diversified skills and experiences of
the committee members enable them to discharge their roles and responsibilities effectively. The Audit Committee
has reviewed and provided advice on the financial statements which provide a true and fair view of the Company’s
financial position and performance.

The activities and more details of the Audit Committee have been described in a separate statement in the Audit
Committee Report of this Annual Report 2023.

(ii) External Auditors

GUH Group maintains a transparent and professional relationship with the external auditors in seeking professional
advice towards compliance with accounting standards to ensure the reliability of the Company’s financial statements.
The Audit Committee met with the external auditors twice to discuss the audit plan and audit findings during the year.

The Audit Committee has policies and procedures in place to assess the suitability, objectivity and independence
of the external auditors. The Audit Committee has undertaken annual assessment to assess the suitability and
independence of external auditors during the financial year. The criteria for the assessment include among others,
quality of services, sufficiency of resources, communication, independence and interaction. In addition, the external
auditors have also given written assurance to the Audit Committee confirming their independence throughout the
conduct of audit engagement.

The Audit Committee is satisfied with the result of the assessment and henceforth recommended to the Board for the
re-appointment of Messrs. Crowe Malaysia PLT for shareholders’ approval at the forthcoming 60th AGM. The Audit
Committee will also ensure that the audit partner will rotate every five (5) years after the closure of the statutory audit.

RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK

(i) Risk Management & Sustainability Committee

The Board set up a Risk Management & Sustainability Committee to lead and drive the importance of embedding
practices of risk management throughout the business operations of the Group.

The Risk Management & Sustainability Committee comprises three (3) members, all of whom are Independent Non-
Executive Directors.

Ms. Phoon Yee Min

Chairlady, Independent Non-Executive Director

Dato’ Dr. Gan Kong Meng

Member, Independent Non-Executive Director

Mr. Teng Chang Yeow

Member, Independent Non-Executive Director

The attendance record of each member of the Risk Management & Sustainability Committee during the financial year
ended 2023 is set out below:

Risk Management & Sustainability Committee Nov Total

Ms. Phoon Yee Min, Chairlady √ 1/1
Dato’ Dr. Gan Kong Meng, Member √ 1/1
Mr. Teng Chang Yeow, Member √ 1/1
 Annual Report 2023 39
GUH HOLDINGS BERHAD

CORPORATE GOVERNANCE OVERVIEW STATEMENT

The Board acknowledges the responsibilities for maintaining a sound system of internal control encompassing risk
management practices as well as reviewing its adequacy and integrity to safeguard the shareholders’ investment
and the Group’s assets. The internal control system is designed to provide reasonable assurance against material
misstatements and losses. The Board reviewed the effectiveness of the system of internal controls through the Audit
Committee which supervised the work of the internal audit function of the Group and the comments made by the
Company’s external auditors. The external auditors are also appointed to review the Statement of Risk Management
and Internal Control of the Company and to report thereon.

The Statement on Risk Management and Internal Control provides an overview of the risk management framework
and the state of internal control within the Group and is disclosed in this Annual Report 2023.

The Group’s internal audit function is performed in-house by the Group’s Internal Audit Department which is independent
of the operations and activities of the Group in order to maintain impartiality. The Internal Audit Department reports
directly to the Audit Committee and is involved in reviewing the operational controls, adequacy of risk management,
management efficiency, and compliance with the Group policies, procedures, laws and regulations, among others. In
addition, areas such as efficient use of resources, safeguarding assets, response to assertions of fraud and reliability
and integrity of financial information are also audited.

PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS

ENGAGEMENT WITH STAKEHOLDERS

(i) Communication With Stakeholders

The Company values dialogues with shareholders and investors. In order to ensure shareholders and investors are
well informed of the Group’s business operations, financial performance and corporate developments, accurate and
factual, timely and informative, information is disseminated via the Company’s annual reports, circulars/statements,
various announcements and press releases made from time to time.

Annual report of the Company is continuously enhanced to take into account the latest development in the area of
corporate governance and regulatory requirements.

The shareholders and investors are also encouraged to visit the Group’s website at www.guh.com.my for information
and may also raise any queries through the website. They may also obtain the Group’s latest information via the
website of Bursa Malaysia Securities Berhad at www.bursamalaysia.com. All material announcements are endorsed
by the Board prior to release to the public via the Bursa Malaysia Securities Berhad’s website.

The Board reviews and approves all quarterly and other announcements to ensure accuracy and compliance. For
the financial year ended 31 December 2023, the Board approved and released the quarterly financial results on the
following dates:

2023 Quarterly Results Date of Release Listing Requirements Deadline

1st Quarter 31 May 2023 31 May 2023
2nd Quarter 29 August 2023 30 August 2023
3rd Quarter 28 November 2023 30 November 2023
4th Quarter 26 February 2024 29 February 2024

The Company’s AGM or EGM, normally scheduled in May each year, are the primary platform for communications
with the shareholders. The shareholders are at liberty to raise questions while the Directors will provide answers and
clarifications during the Company’s AGM and EGM. The notice of AGM and EGM provide a detailed explanation of
each resolution proposed to enable shareholders to make informed decision in exercising their voting rights. All the
resolutions set out in the AGM and EGM were put to vote with outcome announced to Bursa Malaysia Securities
Berhad on the same day of the meetings.
 40 Annual Report 2023
GUH HOLDINGS BERHAD

CORPORATE GOVERNANCE OVERVIEW STATEMENT

The management of the Company also holds conferences and meetings with the press, research analysts and fund
managers to provide updates on the latest developments within the Group and to give the best information possible
so that they can accurately apply it to evaluate the Company.

The Board is aware of the need to establish a disclosure policy that will provide constructive communication to
the shareholders and investors in a prompt manner in order for these stakeholders to be able to make informed
investment decisions.

(ii) Integrated Reporting

Integrated reporting based on a globally recognised framework is not applicable to the Company presently as it does
not fall within the category of “Large Company”.

CONDUCT OF GENERAL MEETINGS

The AGM provides an opportunity for the shareholders to seek and clarify any issues and to have a better understanding of
the Group’s performance. In exercising good corporate governance, the Notice for the AGM is circulated at least 28 days
prior to the date of the meeting. Shareholders are encouraged to attend and vote on all resolutions.

The Company’s 59th AGM and EGM of the Company held on 31 May 2023 were conducted on a virtual basis through live
streaming and electronic voting using remote participation and electronic voting facilities. All Directors of the Company
together with the finance manager, investment bankers and external auditors attended the said AGM and EGM physically
or virtually to engage with shareholders and address issues of concern raised by the shareholders. Minutes of AGM, EGM
together with a summary of the key pertinent matters discussed at the AGM and EGM are published on the website within
30 business days after the general meeting.

STATEMENT ON DIRECTORS’ RESPONSIBILITIES IN PREPARING THE AUDITED FINANCIAL STATEMENT

The Board in discharging its fiduciary duties is accountable to shareholders to prepare and present a clear and meaningful
assessment of the Group’s financial performance and prospects. The Board is assisted by the Audit Committee to oversee
the Group’s financial reporting processes and the quality of its financial reporting. The Board is required under Paragraph
15.26(a) of the Listing Requirements to make a statement explaining its responsibility for preparing the annual audited
financial statements.

In preparing the Group’s consolidated audited financial statements for the financial year ended 31 December 2023, the
Directors have provided assurance that the financial statements are drawn up in accordance with the applicable approved
accounting standards in Malaysia and the Companies Act 2016 so as to give a true and fair view of the state of affairs and
financial position of the Company and the Group in a transparent manner. The Statement by Directors pursuant to Section
251(2) of the Companies Act 2016 is set out in the section titled “Statement by Directors” of the Directors’ Report enclosed
with the Group’s consolidated annual audited financial statements for the financial year ended 31 December 2023. The
Directors’ Report for the audited financial statements of the Company and the Group are set out on pages 88 to 92 of this
Annual Report 2023.

The Board has taken the following measures in order to ensure the financial statements are properly drawn up:

• Adoption of appropriate, adequate and applicable accounting standards and policies and applied them consistently;
• Applicable approved accounting standards have been complied with;
• Judgements and estimates are made on a reasonable and prudent basis; and
• Due inquiry has been made into the state of affairs of the Company, there are no material matters that may affect the
ability of the Company to continue in business on a going concern basis.

The Directors also responsible for taking such steps that are reasonably open to them to safeguard the assets of the Group
to prevent and detect fraud and irregularities.
 Annual Report 2023 41
GUH HOLDINGS BERHAD

CORPORATE GOVERNANCE OVERVIEW STATEMENT

COMPLIANCE INFORMATION AS AT 31 DECEMBER 2023

Related Party Transactions

The Group has an internal compliance framework in connection with related party transactions, to ensure it meets the
obligations under the Listing Requirements. The Board, through its Audit Committee, reviews all related party transactions.
Any Director who has an interest in the related party transaction(s) must abstain from deliberations and voting on the
relevant resolution, in respect of such transaction(s) at the Board meeting and any general meeting convened to consider
the matter.

There are policies and procedures established by the Company to ensure that all related party transactions are undertaken
on an arm’s length basis and on normal commercial terms, consistent with the company’s usual business practices and
policies, which are generally not more favourable than those generally available to the public and are not detrimental to
the minority shareholders.

Significant related party transactions of the Group for the financial year are disclosed in Note 35 to the Financial Statements
and the Additional Disclosure on page 42 to 44.

For all other transactions with any related parties which do not fall within the ambit of the above disclosure, will be subject
to other applicable provisions of the Listing Requirements and/or any other applicable law.
 42 Annual Report 2023
GUH HOLDINGS BERHAD

ADDITIONAL DISCLOSURE

1. Status of Utilisation of Proceeds

There were no proceeds raised by the Company from any corporate proposal during the financial year.

2. Audit and Non-Audit Fees

In general, the Company engages the External Auditors for audit purposes only. Nevertheless, as and when necessary,
the Group also engages the External Auditors for their non-audit expertise to carry out non-audit services and activities.

For the financial year ended 31 December 2023, the amount of audit and non-audit fees paid or payable by the
Company and the Group to the external auditors and their affiliated companies are as follows:

Company Group
RM RM
Audit fees 55,000 200,000
Non-audit fees 12,280 93,878

3. GUH’s Share Grant Plan

The Share Grant Plan (“SGP”) is the only share issuance scheme of the Company. It was approved by the shareholders
at the Extraordinary General Meeting of the Company held on 30 June 2020 and commenced with effect from 10 July
2020. This SGP is in force for a period of 5 years from the effective date and may be extended at the discretion of the
Board upon the recommendation of the SGP Committee provided that the SGP Period shall not in aggregate exceed
the duration of 10 years from the effective date or such longer duration as may from time to time be permitted by the
relevant authorities and it is administered in accordance with its By-Law of SGP Committee. The SGP Committee
administers and reviews the share grant plan of the Company and its Group and aligning the compensation of
management based on their contribution and position in the Company to attain a better performance for the Company
and its Group.

A total of 13,889,464 SGP grants (Grant 1) comprises 3,757,100 Restricted Stock Units (“RSU”) and 10,132,364
Performance Stock Units (“PSU”) were offered to the selected eligible Executive Directors and employees of GUH
and its subsidiary companies (excluding subsidiaries which are dormant) (“eligible persons”) on 18 December 2020.

Details of the number of ordinary shares (“Shares”) granted, forfeited, offered, vested and outstanding pursuant to the
SGP since commencement in July 2020 to the financial year 2023 are set out below:

Directors/ Other
SHARE GRANT PLAN (GRANT 1) Chief Eligible Total
Executive Employees
Shares Granted 2,777,892 10,486,546 13,264,438
Number of Shares Vested @ 18/03/2022 (805,588) (1,561,174) (2,366,762)
Number of Shares Forfeited @ 31/12/2022 - (902,815) (902,815)
Number of Shares Offered @ 31/12/2022 - 1,527,841 1,527,841
Number of Shares Vested @ 10/04/2023 (694,474) (394,465) (1,088,939)
Number of Shares Forfeited @ 31/12/2023 (638,915) (1,208,382) (1,847,297)
Number of Shares Offered @ 31/12/2023 - - -
Number of Shares Outstanding 638,915 7,947,551 8,586,466
 Annual Report 2023 43
GUH HOLDINGS BERHAD

ADDITIONAL DISCLOSURE

A total of 11,597,702 SGP grants (Grant 2) comprises 2,604,274 Restricted Stock Units (“RSU”) and 8,993,428
Performance Stock Units (“PSU”) were offered to the selected eligible Executive Director and employees of GUH and
its subsidiary companies (excluding subsidiaries which are dormant) (“eligible persons”) on 2 January 2024 as below:

Directors/ Other
SHARE GRANT PLAN (GRANT 2) Chief Eligible Total
Executive Employees
Shares Granted 1,388,946 10,208,756 11,597,702

Based on the By-Laws of the SGP, the total number of Shares awarded under the SGP shall be determined at the sole
and absolute discretion of the SGP Committee, subject to the following:

(i) The maximum number of Shares shall not in aggregate exceed 10% of the total number of issued shares of
the Company (excluding treasury shares, if any) at any point of time during the duration of the SGP (“Maximum
Limit”);

(ii) The aggregate allocation to the Executive Directors/Chief Executive shall not exceed 20% of the Maximum Limit;

(iii) The allocation to any individual eligible person who, either singly or collectively through persons connected with
the eligible person holds 20% or more of the total number of issued shares of the Company (excluding treasury
shares, if any), shall not exceed 10% of the Maximum Limit.

In regard to shares granted to the Directors/Chief Executive of the Company since commencement of the SGP, the
aggregate maximum allocation and the actual percentage granted to Tan Sri Dato’ Seri H’ng Bok San, the Chairman
and Datuk Seri Kenneth H’ng Bak Tee, the CEO/Group MD representing 20%. Subsequent to Tan Sri Dato’ Seri H’ng’s
re-designation from Executive Chairman to Non-Executive Chairman with effect from 1 June 2023, balance of the
unvested Shares allocated to him were forfeited. None of the Shares were granted or vested to the Non-Executive
Directors of the Company under the SGP.

4. Material Contract

Save as disclosed in this Annual Report 2023, there were no material contracts entered into by the Company and
its subsidiaries involving the interests of the Directors or major shareholders, either still subsisting at the end of the
financial year or entered into since the end of the financial year.

5. Recurrent Related Party Transactions (“RRPT”) of a Revenue or Trading Nature

At the last 59th Annual General Meeting held on 31 May 2023, the Company has obtained its shareholders’ renewal
mandate to allow the Company and its subsidiaries to enter into recurrent related party transactions of a revenue or
trading nature as disclosed in the Circular to Shareholders dated 28 April 2023.
 44 Annual Report 2023
GUH HOLDINGS BERHAD

ADDITIONAL DISCLOSURE

Details of the recurrent related party transactions transacted during the financial year ended 31 December 2023
pursuant to shareholders’ renewal mandate are disclosed as follows in accordance with Paragraph 3.1.5 of Practice
Note 12 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad:

Actual Value
Transacted from
Transacting Party Nature of 31 May 2023 to
of the Group Transacting Party Nature of Relationship Transactions 31 December 2023

GUH Circuit Kiyamas Chemical Lizheng Holdings Sdn. Transactions RM6,636,224.03

Industry (PG) Sdn. Bhd. [“KCSB”] Bhd. (“Lizheng”) has a of raw (Approved Limit:
Sdn. Bhd. (Provider & direct shareholding of materials, RM30,000,000.00)
(Recipient & Recipient) approximately 30.0% in goods and
Provider) Kiyamas Holdings services
Sdn. Bhd.

Gan Chern Nee has a

direct shareholding of
approximately 8.3% in
Kiyamas

H’ng Chun Li is a director

and shareholder of
Lizheng. He is also a
director of Kiyamas and
KCSB

GUH Circuit Kyosha Precision H’ng Chun Li is a director Provision of RM1,058,817.70

Industry (PG) Engineering Sdn. of Kyosha precision (Approved Limit:
Sdn. Bhd. Bhd. [“Kyosha’] engineering and RM5,000,000.00)
(Recipient) (Provider) fabrication of parts

Notes:

* Kiyamas Holdings Sdn. Bhd. (“Kiyamas”) is the Holding Company of Kiyamas Chemical Sdn. Bhd.

(1) Datuk Seri Kenneth H’ng Bak Tee, the CEO/Group MD of the Group, is also a director and shareholder of
Lizheng Holdings Sdn. Bhd. and the father of H’ng Chun Li

(2) Dato’ Harry H’ng Bak Seah, the Non-Executive Director and a shareholder of GUH, is the spouse of Gan Chern
Nee.

(3) Tan Sri Dato’ Seri H’ng Bok San, the Chairman and the major shareholder of GUH, is the brother of Dato’ Harry
H’ng Bak Seah and Datuk Seri Kenneth H’ng Bak Tee.
 Annual Report 2023 45
GUH HOLDINGS BERHAD

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

Introduction

The Board is committed to uphold throughout the Group a sound system of risk management, internal controls and
good corporate governance practices as set out in the Statement on Risk Management and Internal Control, prepared
in compliance with Paragraph 15.26(b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad,
the Malaysian Code on Corporate Governance (“MCCG”) 2021 and guided by the Statement on Risk Management and
Internal Control: Guidelines for Directors of Listed Issuers.

Board’s Responsibility

In accordance with Principle B (II) of the MCCG, the Board is responsible for the Group’s risk management and internal
control system which includes the establishment of appropriate policies on internal control and ensure the systems are
functioning effectively and manage risks that form part of the corporate culture.

The Audit Committee and Risk Management & Sustainability Committee assist the Board to review the adequacy and
effectiveness of the Group’s risk management and internal control system and to ensure that measures are carried out by
Management to obtain the level of assurance required by the Board.

The risk management and internal control system is designed to manage any inadequacies that are identified, to minimise
or eliminate the risk of failure to achieve the Group’s business and corporate objectives. Accordingly, such systems can
only provide a reasonable but not absolute assurance against material misstatement, loss or fraud.

Risk Management and Internal Control

In accordance with Practice 10.1 of the MCCG 2021, the Board has, through its Risk Management & Sustainability
Committee, established a sound risk management and control framework that was implemented throughout the Group.

The Group has an in-house structured risk management framework for an on-going process in identifying, evaluating,
monitoring and reporting the significant risks faced by the Group to ensure its system of internal control is carried out
efficiently except for associates. Such process is regularly reviewed and examined as and when there are significant new
issues which require changes to be made to the current system and policies.

The Risk Management & Sustainability Committee comprises three (3) Independent Directors of whom are all Non-
Executive and supported by Senior Management from the Group’s business divisions, meetings are convened for the
purpose of identifying, evaluating and managing the significant risks.

Risks records, which identify key risks, potential financial impact, the likelihood of those risks occurring, as well as the
control strategies to manage those risks associated with the Group’s activities are presented to the Risk Management
& Sustainability Committee for review. The Risk Management & Sustainability Committee reviews and deliberates the
performance of the business divisions of the Group and reports to the Board. This risk management process will help
GUH to achieve its performance and profitability targets by providing risk information to enable better decision-making.
The Board will have ultimate responsibility for managing risks and internal controls associated with the operations of each
Division.

The Board is committed to articulate, implement and review the Group’s internal control system. The internal control
system is designed to facilitate achievement of the Group’s business objectives and assist the Board to maintain a proper
control environment. Internal controls also promote efficiency, reduce risk of asset loss, and help to ensure the reliability of
financial statements which are in compliance with laws and regulations.
 46 Annual Report 2023
GUH HOLDINGS BERHAD

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

Review of Risk Management and Internal Control System

Reviewing the effectiveness of risk management and internal control through on-going assessments is an essential part of
the Board’s responsibilities.

The Group has an on-going process of identifying, evaluating and managing the significant risks in order to achieve its
objectives. On a quarterly basis, the Board receives management reports from Senior Management in respect of business
risks that have impacted or the likelihood to impact the Group and its achievement of its objectives and strategies and
actions taken in response to the risks reported. The Risk Management & Sustainability Committee convenes with the
divisional managers once a year for an annual assessment of any significant aspects of risks and internal control matters.

The Board reviews the risk management and internal control system to identify, evaluate and manage the significant risks
faced by the Group in its achievement of objectives and strategise the necessary actions to be carried out to remedy any
significant weaknesses identified from the review.

The Group has an in-house Internal Audit Function, which is independent of the activities or operations of the subsidiaries,
departments, and sections it audits. Its principal responsibility is to undertake regular and systematic reviews of the
risk management and system of internal control in order to provide reasonable assurance that such system operates
satisfactorily and effectively and report directly to the Audit Committee.

The Internal Audit Function adopts a risk-based approach in preparation of its yearly internal audit plan and strategy which
is reviewed and approved by the Audit Committee.

Internal audit reviews on the adequacy and effectiveness of the risk management, internal control system and reports
its findings on major weaknesses and risk control procedures, makes recommendations for improvements and performs
follow up audits to assess the status of implementation thereof by Management.

Internal audit also investigates complaints of misuse and abuse of the Group’s systems and processes, mismanagement
of the Group’s assets and other instances of fraud and malpractice, if any.

A whistleblowing policy has been established to provide appropriate channels that facilitate whistleblowing in a transparent
and confidential manner for stakeholders to raise concerns, without fear of retaliation on any wrongdoing that they may
observe within the Group.

Key Features of Risk Management and Internal Control Processes

The Group’s key features on Risk Management and Internal Control are summarised as follows: -

1. Clear definition of the terms of reference, functions, authorities and responsibilities of the various Committees of the
Board.

2. Well defined organisational structure with clear lines of accountability and responsibility to enable the Group’s vision,
mission, strategies and operational objectives to be achieved.

3. Documented internal policies and procedures are set out in the Group Policies to govern the financial and operational
functions; which are subject to regular review and improvement.

4. Where appropriate, certain subsidiaries have ISO 9001: 2015, ISO 14001: 2015 and IATF 16949: 2016 accreditations
for their operational processes.

5. Clear definitions of authorisation procedures and delegated authority levels for all operational transactions.
 Annual Report 2023 47
GUH HOLDINGS BERHAD

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

6. Review of all major proposals for investment and divestment by the Risk Management & Sustainability Committee
before being deliberated and approved by the Board.

7. The CEO/ Group Managing Director holds weekly and monthly management meetings with the Divisional heads. At
these meetings, all key performance indices are discussed and monitored, including discussions of significant issues.
Accordingly, the Board is updated by the CEO/ Group Managing Director and is able to assess significant operational
and financial risks of the business units concerned.

8. Performance Reports, benchmarked against budgets and objectives are provided to the Board at each Board meeting.

9. Detailed budgeting process where companies under the Group prepare annual budgets, which are approved at
company level and reviewed by the CEO/ Group Managing Director.

10. Progress reports, financial summary and current issues which may significantly affect the company’s business for all
divisions are discussed at each Board meeting.

11. The Risk Management framework of the Group is in place to assist in the risk management process of the Group.

12. The Group’s Internal Audit Function perform regular reviews, monitor compliance with policies and procedures and
recommend action plans to improve on areas where control deficiencies are identified during field audits. Thus,
providing an independent assurance on the adequacy and effectiveness of the Group’s system of internal control.

13. The Audit Committee, on behalf of the Board, reviews report from the Group internal auditors and external auditors
and reports its conclusion to the Board.

The associates have not been dealt with as part of the Group for the purpose of this Statement.

Conclusion

For the financial year under review and up to the date of issuance of this statement, the Board is pleased to state that
the Group’s system of risk management and internal control is adequate and effective to safeguard the shareholders’
investment, the interests of customers, regulators and employees, as well as the Group’s assets. There have been no
material losses, contingencies or uncertainties arising from the reviews.

As recommended by the Statement on Risk Management and Internal Control – Guidelines for Directors of Listed Issuers,
the Board has received assurance from the CEO/ Group Managing Director, COO and all the Divisional heads that the
Group’s risk management and internal control system is operating adequately and effectively in all material aspects, during
the financial year under review and up to the date of this Statement.

The Group will continue to monitor all major risks affecting the Group and will take the necessary measures to mitigate
them and enhance the adequacy and effectiveness of the risk management and internal control system of the Group.

The external auditors have reviewed this Statement on Risk Management and Internal Control as required by Paragraph
15.23 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements. Based on their review, nothing has
come to their attention that causes them to believe that this Statement on Risk Management and Internal Control set out
above is not prepared, in all material respects, 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 and Practices 10.1, 10.2
and 10.3 of the MCCG 2021 to be set out, nor is factually inaccurate.
 48 Annual Report 2023
GUH HOLDINGS BERHAD

AUDIT COMMITTEE REPORT

The Audit Committee of GUH Holdings Berhad (“GUH” or “the Company”) has been established to assist the Board of
Directors (‘the Board”) in fulfilling its statutory and fiduciary responsibilities by reviewing the Company and all its subsidiaries
(‘the Group”) business processes and monitoring management of financial risk process along with its accounting and
financial reporting practices and ensuring the Group’s system of internal control is maintained. The Audit Committee carried
out its duties and functions ensuring the integrity of financial reporting and that the financial statements of the Company
give a true and fair view of the financial position and results, in compliance with all applicable legal and regulatory financial
reporting requirements, accounting standards and the Main Market Listing Requirements of Bursa Malaysia Securities
Berhad (“Listing Requirements’) and to act independently to ensure the interest of shareholders is properly protected. The
Audit Committee is of the view that no material misstatements or loses, contingencies or uncertainties have arisen, based
on their reviews made and discussions held.

MEMBERS

The present members of the Audit Committee are:

Ms. Phoon Yee Min

Chairlady, Independent Non-Executive Director

Dato’ Dr. Gan Kong Meng

Member, Independent Non-Executive Director

Mr. Teng Chang Yeow

Member, Independent Non-Executive Director

OBJECTIVES

The primary objective of the Audit Committee is to assist the Board in the effective discharge of its fiduciary responsibilities:

• To review the results of internal and external audit activities to ensure the audit findings are brought up to the highest
level for consideration;

• To comply with all the applicable accounting standards and required disclosure policies of the Listing Requirements;

• To ensure the compliance and consistency of the corporate governance framework as set out by the relevant regulatory
authorities.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises three (3) members, all of whom are Independent Non-Executive Directors. The current
Chairlady of the Audit Committee is Ms. Phoon Yee Min who is an Independent Non-Executive Director of the Company
and also member of the Association of Chartered Certified Accountant (ACCA), Institute of Internal Auditors Malaysia
(IIAM), Malaysian Institute of Accountants (MIA) and a Certified Internal Auditor (CIA). Thus, the Company is in compliance
with Paragraph 15.09(1) of the Listing Requirements. The other members of the Audit Committee are Dato’ Dr. Gan Kong
Meng and Mr. Teng Chang Yeow. All members of the Audit Committee are financially literate and equipped with the required
business skills and necessary knowledge to analyse and interpret financial statements in discharge their duties effectively.
The Audit Committee’s financial literacy and understanding of the financial reporting process have contributed to the
Audit Committee’s discussions in the preparation of financial statements of the Company. No alternate director shall be
appointed as a member of the Audit Committee. Also, any former key audit partner of the Company shall observe a cooling
period of at least three (3) years before being appointed as a member of the Audit Committee.
 Annual Report 2023 49
GUH HOLDINGS BERHAD

AUDIT COMMITTEE REPORT

The Nomination Committee carries out an evaluation and assessment to review the performance of the Audit Committee
annually. During the assessment in 2023, the Nomination Committee evaluated the performance and effectiveness of the
Audit Committee based on a few areas including the quality of judgment and the commitment/time attend at the meeting
as well as the time devoted outside the meeting by the Audit Committee members. The Board is satisfied that the Audit
Committee and its members have efficiently discharged its roles, functions and duties in accordance with the Terms of
Reference as well as having appropriate level of knowledge and experience to contribute to the effective functioning of
the Audit Committee in ensuring a good governance structure within the Group. The Board is of the view that the Audit
Committee has provided useful recommendations to assist the Board in making informed decisions in the Board meetings.

The Board is always mindful that an effective Audit Committee can bring transparency, focus and independent judgment
needed to oversee the financial reporting process. The appropriate level of knowledge, skills, experience and commitment
of its members is critical to the Audit Committee’s ability to discharge its responsibilities effectively and strengthen the
quality of Audit Committee deliberations.

THE PROCESS OF THE AUDIT COMMITTEE

The Chairlady of the Audit Committee is responsible for ensuring the Audit Committee meetings of the Company run
efficiently. She is also responsible for the management, the development and effective performance of the Audit Committee,
planning and organising all of the activities of the Audit Committee.

The Audit Committee will meet as frequently as the Chairlady shall decide in order to discharge its duties but no less than
four (4) times a year. The quorum of two (2) members, a majority of whom must be Independent Directors, has always been
met for the meetings of the Audit Committee.

During the financial year, the Audit Committee met on a quarterly basis to carry out their duties which include the discussion
of proposed disclosures in the quarterly announcement and matters falling within the Audit Committee’s Terms of Reference
and recommended to the Board for public release. The CEO/Group MD, the senior management and the internal auditor
have attended the meetings. Upon invitation by the Audit Committee, representatives of the external auditors have attended
two (2) meetings held in February and November 2023. The external auditors may request a special meeting if they
consider and deem necessary. Where circumstances arise, the Audit Committee members shall meet with the External
Auditors without management and/or executive officer of the Group being present.

The Company Secretary shall be the secretary of the Audit Committee or in her absence, another person authorised by the
Chairlady of the Audit Committee. The secretary shall be responsible for drawing up and circulating the agenda and notice
of meetings together with the supporting explanatory documentation to each Audit Committee members prior to meeting.
The secretary shall also be responsible to record, maintain and circulate the minutes of each meeting to all members and
the Board, and the Chairlady of the Audit Committee shall report on key issues discussed at each meeting to the Board.
Minutes of each meeting were distributed and confirmed by all Audit Committee members.

During the financial year, five (5) meetings were held and details of the Audit Committee members’ attendance are tabled
below:

Audit Committee Feb Apr May Aug Nov Total

Ms. Phoon Yee Min, Chairlady √ √ √ √ √ 5/5
Dato’ Dr. Gan Kong Meng, Member √ √ √ √ √ 5/5
Mr. Teng Chang Yeow, Member √ √ √ √ √ 5/5

The Terms of Reference of the Audit Committee is accessible on the Company’s website at www.guh.com.my.
 50 Annual Report 2023
GUH HOLDINGS BERHAD

AUDIT COMMITTEE REPORT

SUMMARY OF ACTIVITIES UNDERTAKEN BY THE AUDIT COMMITTEE

The main activities carried out by the Audit Committee during the financial year ended 31 December 2023 were as follows:

1. Financial Reporting

• Reviewed the unaudited quarterly financial results and year-end financial statements of the Company and the
Group which include discussion among others, any change of implementation of major accounting policies, the
going concern assumption and significant matters;

• Reviewed the integrity Group’s quarterly and year-end financial statements and ensured that the financial reporting
and disclosures requirements are in compliance with the Listing Requirements, Malaysian Accounting Standards
Board and other relevant legal and regulatory requirements before recommending the same to the Board for
approval;

• Reviewed the unaudited financial results announcements before recommending the same to the Board for
approval;

• Reviewed the significant matters highlighted by the external auditors in the financial statements and significant
judgments made by management.

2. External Audit

• Reviewed and approved the external auditors audit plan and scope of work which include areas of audit emphasis,
accounting standards update, proposed audit timeline for the year and the evaluation of the system of internal
control for tabling to the Board;

• Reviewed the findings of the external auditors reports, particularly the issues raised in the management letter and
ensured where appropriate, that the necessary corrective actions had been taken by the management;

• Deliberated and reported the results of the annual audit to the Board;

• Met and discussed with the external auditors if any important and major issue need to be highlighted without
the presence of management of the Company. During the private session held with the external auditors, they
confirmed that there was no major concern to be highlighted and they had been receiving full co-operation from
the management and the staff of the Group when carrying out their audit work;

• Reviewed and approved the provision of non-audit services carried out by the external auditors. The amount of
external audit fees and non-audit fees incurred for the financial year ended 31 December 2023 are as follows:

2023 Fees incurred Company Group

Audit services RM55,000 RM200,000
Non-Audit services RM12,280 RM93,878

• Carried out the assessment of the objectivity, independence, performance and the quality of service of the
external auditors to ensure they are competent and independent throughout the conduct of the audit engagement
within the Group, ensure the external auditors met the criteria provided by the Listing Requirements and made
recommendations to the Board on their appointment and remuneration.

3. Internal Audit

• Reviewed and approved the annual risk-based internal audit plans, monitored the effectiveness of its work and
tabled to the Board;
 Annual Report 2023 51
GUH HOLDINGS BERHAD

AUDIT COMMITTEE REPORT

• Reviewed the internal audit reports, processes and results of internal audit to ensure appropriate actions were
taken on the recommendations of the Internal Audit function and tabled to the Board;

• Assessed the performance of the Group’s internal audit function and advised whether the appointment of additional
internal audit staff is necessary;

• Monitored and assessed the role and effectiveness of the internal audit function in the overall context of the
Company’s risk management system;

• Monitored the corrective actions taken on the outstanding audit issues to ensure that all the key risks and control
weakness have been addressed;

• Deliberated the results of ad-hoc investigations and reports performed by the internal audit function and tabled to
the Board.

4. Risk Management

• Reviewed the Risk Management & Sustainability Committee’s reports and risk records from all business divisions
of the Group and reported to the Board;

• Assessed the adequacy and effectiveness of the risk management framework, internal control systems and the
appropriateness of management’s responses to key risk areas and highlighted to the Board;

• Reviewed and recommended to the Board the disclosure included in the Annual Report with regards to the risk
management and internal control system.

5. Related Party Transactions

• Reviewed the procedures and processes established by the Company with regards to related party transactions/
recurrent related party transactions and to ensure that any related projects are appropriately identified and that the
related party transactions are declared, approved and reported appropriately on a quarterly basis;

• Reviewed the related party transactions that were arising within the Group to ensure that the transactions are fair,
reasonable and not detrimental to the minority shareholders;

• Reviewed the Circular to Shareholders in relation to the proposed renewal of shareholders’ mandate for existing
recurrent related party transactions of a revenue or trading nature and recommended to the Board for approval;

• Reviewed submission of disclosures on the changes in shareholdings held by Directors, any conflict of interest
situation that may arise within the Company or the Group on a quarterly basis;

• Reviewed any other transactions that do not fall within the definition of a related party transaction as stated in
Chapter 10 of the Listing Requirements but involve a certain level of conflict of interest due to the close proximity
of the transacting parties so that to safeguard the best interest of the Company.

6. Annual Reporting

• Reviewed the consolidated audited financial statements of the Company and the Group and confirmed with the
management and the external auditors that the statements have been prepared in compliance with applicable
Financial Reporting Standards and recommended to the Board for approval;
 52 Annual Report 2023
GUH HOLDINGS BERHAD

AUDIT COMMITTEE REPORT

• Reviewed the Audit Committee Report, Reports on related party transactions and recurrent related party
transactions, Corporate Governance Overview Statement including the Corporate Governance Report, Statement
on Risk Management and Internal Control, Sustainability Report/Statement, record on Share Buy-Back and any
other statements of the Annual Report and recommended to the Board for approval.

7. Corporate Governance

• Reviewed and reported to the Board, any conflict of interest situation (excluding related party transactions) that
arose, persists or may arise during the financial year as well as persisting conflict of interest from previous years
together with the measures taken to resolve, eliminate or mitigate such conflict;

• Reviewed relevant regulatory changes and ensure compliance by the Company and the Group;

• Reviewed the reports or matters involving the interest as proposed by the management.

INTERNAL AUDIT FUNCTION

The Group has an in-house Internal Audit Department that is independent of the activities and operations it audits. The
head of internal audit reports directly to the Audit Committee who reviews and approves the Internal Audit Department’s
annual risk-based audit plan.

The Internal Audit Department is considered an integral part of the assurance framework and its primary mission is to
provide assurance on the adequacy and effectiveness of the risk, control and governance of the Group.

During the year, various internal audit assignments have been undertaken covering various areas, departments and
subsidiaries within the Group.

Internal audit reports incorporating audit recommendations and management responses were presented to the Audit
Committee for deliberations and forwarded to management to carry out necessary preventive and corrective actions.

SUMMARY OF ACTIVITIES UNDERTAKEN BY THE INTERNAL AUDIT DEPARTMENT FOR THE FINANCIAL YEAR
ENDED 31 DECEMBER 2023

• Prepared annual risk-based audit plan for Audit Committee’s deliberations;

• Performed risk assessment to evaluate risk within the organisation for audit planning purposes;

• Implemented the annual audit plan, performed financial, operational and compliance audits on various areas and
companies in the Group to ascertain the adequacy and integrity of their system of internal controls;

• Reviewed related party transactions to assess compliance with Listing Requirements;

• Carried out ad-hoc appraisals and reviews as requested by the Audit Committee or management;

• Performed follow up reviews to ensure that agreed management actions have been effectively implemented;

• Provided consulting services, i.e. provide advice and assistance to management and staff on procedures, systems,
internal control matters etc. throughout the year to assist management in meeting its objectives.

The total costs incurred by the Internal Audit Function of the Group for year 2023 was RM230,562 (2022: RM204,067).
 Annual Report 2023 53
GUH HOLDINGS BERHAD

SUSTAINABILITY STATEMENT

INTRODUCTION

The Board of Directors at GUH Holdings Berhad (“GUH” or the “Company”) firmly believes that integrating sustainability
into our core strategy is essential for the enduring prosperity of GUH and all its subsidiary companies (“GUH Group”). Our
commitment extends beyond mere compliance, we aim to lead by example in adopting practices that are environmentally
sustainable, socially beneficial, and governed by the highest standards of integrity. We recognise that our actions have a
profound impact on the world around us and we are dedicated to making that impact overwhelmingly positive, ensuring that
our operations contribute to the well-being of both the planet and its people.

In our journey towards sustainability, we are actively pursuing initiatives that align with our vision of a greener, more
equitable future. This includes reducing our environmental footprint, fostering a culture of inclusivity and respect within our
workforce and engaging in transparent and ethical business practices. By doing so, we not only enhance our operational
efficiency but also build stronger and more meaningful connections with our stakeholders. Our Sustainability Statement
serves as a testament to these efforts, highlighting the steps we are taking to achieve our sustainability goals and the
progress we have made thus far.

At GUH Group, we view sustainability not as a challenge, but as an opportunity to innovate and drive positive change.
We are committed to continuous improvement, regularly reviewing and updating our sustainability strategies to address
emerging challenges and leverage new opportunities. Through this dynamic approach, we aim to contribute to a more
sustainable future, delivering long-term value to our stakeholders and playing our part in addressing the global sustainability
agenda. This Sustainability Statement is a reflection of our dedication and an invitation to our stakeholders to join us in this
important endeavour.

SCOPE BOUNDARIES

This Sustainability Statement adheres to the guidelines outlined in the Main Market Listing Requirements, specifically
concerning the Sustainability Statement in the Annual Report of Listed Issuers issued by Bursa Malaysia Securities
Berhad. It offers an overview of the Group’s sustainability performance and accomplishments for the fiscal year concluded
on 31 December 2023. The report covers operations within GUH Group’s Electronic, Properties, Utilities, Plantation and
eVehicle/Battery Divisions.

Recognising that there isn’t a universal approach to sustainability governance, GUH Group has worked to embrace a
customised approach that effectively addresses sustainability concerns and reporting requirements.

Electronic Division
The Electronics Division of GUH Group is at the forefront of technological innovation, focusing on the development and
manufacturing of electronic components and systems. This division is pivotal in catering to the ever-evolving needs of the
global electronics market. By harnessing cutting-edge technologies and maintaining high-quality standards, the Electronic
Division aims to enhance the efficiency and performance of electronic products, contributing significantly to the group’s
sustainability goals through responsible manufacturing practices.

Properties Division
GUH Group’s Properties Division specialises in real estate development, covering residential, commercial, and industrial
properties. This division is committed to creating sustainable living and working environments that meet the highest
standards of quality and comfort. By integrating green building practices and innovative design, the Properties Division
strives to minimise environmental impact while providing value to customers and stakeholders, aligning its operations with
the Group’s sustainability objectives.

Utilities Division
The Utilities Division is a critical component of GUH Group, focusing on the provision of essential services such as water,
electricity and sewerage management. This division plays a key role in promoting environmental sustainability through
the efficient management of resources and the implementation of eco-friendly practices. By investing in renewable energy
sources and sustainable infrastructure, the Utilities Division aims to ensure the reliable and sustainable delivery of utilities,
contributing to the overall well-being of the communities it serves.
 54 Annual Report 2023
GUH HOLDINGS BERHAD

SUSTAINABILITY STATEMENT

Plantation Division
The Plantation Division of GUH Group is engaged in the cultivation and production of agricultural commodities, with a
strong focus on sustainable agriculture practices. This division is committed to ensuring the responsible use of land and
natural resources, promoting biodiversity, and enhancing livelihoods within rural communities. By implementing sustainable
farming techniques and responsible stewardship of the environment, the Plantation Division contributes to the group’s
sustainability vision, ensuring the ethical and sustainable production of commodities.

eVehicle/Battery Division
Reflecting GUH Group’s commitment to sustainable transportation, the eVehicle Division specialises in the sales and
distribution of electric vehicles (EVs). This division is dedicated to reducing the carbon footprint of transportation through
innovative EV technologies and solutions. By focusing on the advancement of electric mobility, the eVehicle Division aims
to lead the transition towards a more sustainable future, aligning with global efforts to combat climate change and reduce
reliance on fossil fuels. Battery Division involves in research and development, manufacture, assembly and sale of lithium
battery products for e-scooters, e-tricycles, EV and all consumer appliances and applications.

REPORTING TIME FRAME

In covering the reporting time frame from 1 January 2023 to 31 December 2023 for GUH, it is crucial to highlight the
Company’s strategic initiatives, financial performance, operational advancements and market position throughout the year.
GUH Group, a diversified company with interests in manufacturing, property development and utilities, has navigated
through the year with a focus on innovation, sustainability and expansion.

The period saw the Company implementing key strategies aimed at enhancing its core competencies, improving
operational efficiency and expanding its market reach both domestically and internationally. Financially, the Company
aimed to strengthen its profitability and shareholder value through prudent financial management and strategic investments.
Operational milestones included the launch of new products, entry into new markets and the adoption of sustainable
practices to align with global environmental standards. The Company’s performance in 2023, amidst the challenges and
opportunities presented by the global economic environment, reflects its resilience and commitment to growth.

ASSURANCE

There is no external assurance or independent evaluation of the performance data published in this Statement. All the data
has been validated by the information owners and reviewed by the Internal Auditors. We shall consider the involvement of
third parties for the external verification when necessary.

OUR REPORTING STANDARDS

This Statement is prepared in accordance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
(“Bursa Securities”) with reference to Bursa Securities’s Sustainability Reporting Guide - 3rd Edition and Toolkits released
by Bursa Securities.

STAKEHOLDER ENGAGEMENT

GUH is dedicated to becoming a leading conglomerate that not only achieves success but also creates value for its
shareholders, employees, suppliers/vendors, customers and the broader community. Our commitment to sustainability is
at the core of our business strategy, ensuring that we maintain responsible practices across our entire supply chain. By
prioritising sustainability, we aim to minimise our environmental impact, foster a positive workplace and contribute to the
economic and social well-being of the communities we serve.

Understanding the critical role of effective communication, GUH actively engages with all its stakeholders to grasp their
needs and expectations fully. This continuous engagement is more than a corporate responsibility, it’s a strategic approach
to align our business objectives with the sustainable development goals of our stakeholders. Through open and transparent
dialogue, we are able to build trust and foster strong relationships that are mutually beneficial. This process of engagement
allows us to stay ahead of emerging sustainability trends and challenges, ensuring that we remain responsive and adaptive
in a rapidly changing world.
 Annual Report 2023 55
GUH HOLDINGS BERHAD

SUSTAINABILITY STATEMENT

The feedback and insights gathered from our stakeholders are valuable to our sustainability journey. They enable us to
identify new opportunities for sustainable growth and to anticipate and manage potential risks effectively. By integrating this
feedback into our strategic planning, we can make informed decisions that reflect the expectations of our stakeholders and
the demands of the global market. This collaborative approach not only enhances our sustainability performance but also
strengthens our competitive advantage, positioning GUH as a forward-thinking and responsible conglomerate committed
to making a positive impact on society and the environment.

COMMITMENT INTO SUSTAINABILITY

The Board believes that sustainable business is crucial, given the fast-paced changes in the external environment,
customer preferences, regulatory landscape and investor expectations. Understanding long-term trends allows GUH
Group to respond to new opportunities. GUH is committed to grasping future customer needs, cooperating with regulators,
building a positive reputation and motivating employees, all contributing to a compelling business case.

To strengthen GUH Group’s reputation and goodwill, sustainability serves as a framework for managing social and
environmental changes, including new technology, government policies and customer demands. The Group has established
Sustainability Policies and Guidelines applicable to all Directors and employees, ensuring their implementation at all times.

Recognising the impact of good governance on environmental and social responsibilities, the Board is focused on
aligning GUH Group’s corporate culture with future-fit principles. A robust strategy guides the Group in delivering on its
environmental, social and governance commitments.

Identifying material sustainability matters crucial to its business operations, GUH Group maintains control over these
aspects, categorising them into four core components: economic, environmental, social and governance. This proactive
approach ensures effective management and care of material sustainability matters.

SUSTAINABILITY CORPORATE GOVERNANCE STRUCTURE

The Board, consisting of seven members, including the Chairman, CEO/Group Managing Director, two Non-Executive
Directors and three Independent Non-Executive Directors, determines the strategic direction of GUH Group. It has
integrated sustainability into its strategic formulation, with support from the CEO/Group MD, the Chief Operating Officer
(“COO”) and Division Heads, ensuring structured sustainability governance throughout the organisation. The ultimate
responsibility for managing risks and internal controls lies with the Board, reinforcing its commitment to sustainability and
effective governance.

The governance framework for sustainability within GUH Group is meticulously structured to ensure effective oversight
and management of sustainability practices and performance. At the apex of this structure is the Board of Directors,
which bears the ultimate responsibility for the Group’s sustainability endeavours. To bolster the Board’s efforts, the Risk
Management & Sustainability Committee comprising three Independent Non-Executive Directors, plays a critical role. This
Committee is tasked with the identification, evaluation and management of significant risks that could impact the business,
including those related to new investments or divestments. It also oversees the development and implementation of robust
action plans to mitigate these risks.

Supporting the Committee in its mission are the CEO/Group MD, COO and Division Heads, who are instrumental in
handling sustainability matters on a day-to-day basis. This collaborative approach ensures that sustainability is woven
into the fabric of GUH Group’s operations, with clear lines of accountability and a unified direction across all levels of the
organisation.

The Committee’s responsibilities extend to overseeing the integration of sustainability strategies into the Group’s overall
business model. This includes ensuring that all new investments and divestments are scrutinised for their sustainability
impact and that appropriate systems are in place to manage the Group’s overall risk exposure. The governance structure
is designed to facilitate a comprehensive and proactive approach to sustainability, ensuring that GUH Group not only meets
but exceeds its sustainability objectives.
 56 Annual Report 2023
GUH HOLDINGS BERHAD

SUSTAINABILITY STATEMENT

The Risk Management & Sustainability Committee conducts meeting at least once a year and may be requested as and
when necessary.

The present members of the Committee are:

Ms. Phoon Yee Min

Chairlady, Independent Non-Executive Director

Dato’ Dr. Gan Kong Meng

Member, Independent Non-Executive Director

Mr. Teng Chang Yeow

Member, Independent Non-Executive Director

The members of the Risk Management & Sustainability Committee play a leading role in sustainability management
within GUH Group. A good mix of coordinating executives and Board level representatives can be a forceful drive to
genuine engagement on sustainability issues among senior leaders of the business as well as mobilising the support of
the workforce.

The Risk Management & Sustainability Committee is accountable for the sustainability strategy and performance of GUH
Group’s business.

Duties of the Risk Management & Sustainability Committee include among others, the following:

• To oversee the risk management activities of GUH Group and approve appropriate risk management procedures and
measurement methodologies across the organisation;
• To review reports on operational risks from all divisions of GUH Group;
• To assess the risks in new investments and/or divestments;
• To review the effectiveness of overall risk management at the divisional level;
• To review and make recommendations to the Board in relation to risk management;
• To monitor the risk management exposure of GUH Group;
• To recommend or advise on significant proposed changes to risk management policies and strategies;
• To review together with other committees, the management, Group internal audit and external auditors, any significant
risks and exposure that exist and assess the steps or mitigation plan that management has taken in a timely manner to
minimise such risks to GUH Group;
• To evaluate risk management processes and the effectiveness of measures undertaken to address those identified risks
to minimise any exposures to risks and frauds;
• To assess whether GUH Group’s risk management and sustainability policies are communicated effectively to ensure
embedded as part of GUH Group’s corporate culture;
• To align GUH Group’s sustainability strategy with its cooperate strategy and values to ensure focused and effective effort;
• To oversee management of material sustainability issues that may impact on the sustainability or reputation of GUH
Group including setting the Group sustainability strategies, priorities, targets and to ensure these be communicated to
the internal and external stakeholders;
• To monitor and report to the Board on GUH Group’s progress on its sustainability commitments in the context of
environmental, social and governance (ESG);
• To review GUH Group’s annual Sustainability Report/Statement for submission to the Board for approval and publication
in the Company’s Annual Report.

Risk management is firmly embedded in GUH Group’s management system and the Board believes that risk management
is critical to the GUH Group’s sustainability. The Board has, through its Risk Management & Sustainability Committee
established a sound risk management and control framework that was implemented throughout GUH Group. The risk
management process assists GUH Group to achieve its performance and profitability targets by providing risk information
to enable better decision making. The Board has the ultimate responsibility for managing risks and internal controls
associated with the operations of each division in GUH Group.
 Annual Report 2023 57
GUH HOLDINGS BERHAD

SUSTAINABILITY STATEMENT

1. Tan Sri Dato’ Seri H’ng Bok San (Chairman)

2. Datuk Seri Kenneth H’ng Bak Tee (CEO / Group MD)
3. Dato’ Harry H’ng Bak Seah (Non-Executive Director)
4. Datin Seri Jessica H’ng Hsieh Ling (Non-Executive Director)
5. Dato’ Dr. Gan Kong Meng (Independent Non-Executive Director)
6. Ms. Phoon Yee Min (Independent Non-Executive Director)
7. Mr. Teng Chang Yeow (Independent Non-Executive Director)

Board of
Directors

Risk Management &

Sustainability Committee CEO / Group MD COO
- Ms. Phoon Yee Min (Chairlady) - Datuk Seri Kenneth - Mr. Lewis H’ng Chun Li
- Dato’ Dr. Gan Kong Meng H’ng Bak Tee
- Mr. Teng Chang Yeow

Head of Head of Head of Head of Head of

Electronic Properties Utilities Plantation eVehicle/Battery
Division Division Division Division Division

GUH Circuit GUH Properties Teknoserv GUH Plantations GUH Power Sdn.
Industry Sdn. Bhd. Engineering Sdn. Bhd. Bhd.
(PG) Sdn. Bhd. Sdn. Bhd.
- Mr. Thomas - Mr. Lee Lit How - Mr. George Koay
- Dr. Kok Siew Wong Yoke Hung - Mr. Lim Chin Soo Keat
Foong Wang
- Mr. Lee Lit Chiat GUH Development
Sdn. Bhd.

- Mr. Sim Tzer

Yung

GUH Centralised
Dormitory Sdn.
Bhd.

- Mr. Lance Law

Zhe Yuan

Sustainability Working Group

• Comprises various Division Heads within the Group

• Tasked with ensuring that strategies and plans are implemtented
• Monitors progress of sustainability initiatives, activities and targets are reported to the COO and CEO / Group MD
 58 Annual Report 2023
GUH HOLDINGS BERHAD

SUSTAINABILITY STATEMENT

MATERIALITY ASSESSMENT PROCESS

GUH Group identifies its sustainability matters by assessing the significance and materiality of each of the sustainability
concerns based on its level of impact and influence to the Group, by taking the current economic, environmental and
social trends both locally and globally into consideration. The materiality assessment was conducted internally during
the financial year under review. The materiality assessment enables GUH Group to identify and prioritise potential key
sustainability risks and opportunities that may impact GUH Group business operation and key stakeholders.

The materiality assessment process on sustainability matters of GUH Group is reflected below:

Identify sustainability Prioritise material Review and validate of

matters sustainability matters process and outcome

- Understand sustainability - Apply materiality concept - Subject the outcome of

topic related to business and prioritise stakeholder materiality assessment for
operation. engagement. validation and approval.

- Identify key stakeholders - Disclose the importance - Establish a review

and understand their of each prioritised process for the materiality
concern. material sustainability assessment process.
matters.
- Conclude preliminary list - Determine the frequency
of sustainability matters of undertaking the
materiality assessment.

ECONOMIC ENVIRONMENTAL SOCIAL GOVERNANCE

A. Customer Demand F. Energy Management and I. Leadership and People D. Business Integrity/
Based Business Model / Resource Conservation Interaction Governance
Product Innovation G. Responsibilities on J. Trainings
B. Quality Commitment Discharges to Air, Water K. Safe Working
C. Supply Chain and Land Environment
Management System H. Active Role and Role L. Creating a Sense of
E. Strategic Partners Model Belonging
M. Conducive Work-Place
N. Employees Welfare and
Workforce Diversity
O. A pledge to the Triple
Bottom Line
P. Contribution to the
Industrial Fraternity
Q. Community Cohesion
R. Healthy Lifestyle
 Annual Report 2023 59
GUH HOLDINGS BERHAD

SUSTAINABILITY STATEMENT

Materiality Matrix
High 100%
Influence on Stakeholder Assessments and Decisions

90% D
B
80% C A

70% J

60%
E
H I
Medium 50%
R
40% G
K
30% N F
M P
20% L
O/Q
10%

Low 0%
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Low Medium High
Significance of GUH Group’s Economic, Environmental and Social Impacts

GOVERNANCE MATTERS

GUH Group is deeply committed to upholding the highest standards of integrity, honesty, and fairness in all its business
dealings. This commitment is reflected in the Company’s rigorous adherence to all relevant laws and regulations, ensuring
that its operations are conducted transparently and ethically. By providing accurate and timely information to all stakeholders,
including investors, employees, customers, and the wider public, GUH Group fosters a culture of transparency and trust.
The company is dedicated to respecting the rights, dignity, and diversity of individuals, recognising the value of each
stakeholder in contributing to the Company’s success. This ethos is central to establishing effective corporate governance
structures that promote accountability and ethical decision-making across all levels of the organisation.

In its pursuit of sustainability, GUH Group places a strong emphasis on adopting practices that minimise environmental
impact and contribute positively to societal well-being. The Company is proactive in supporting initiatives that address
social challenges and promote community development, reflecting its commitment to corporate social responsibility. By
integrating sustainable practices into its business model, GUH Group not only mitigates its environmental footprint but also
sets a benchmark for responsible business conduct in the industry. This approach underscores the Company’s belief in the
importance of balancing economic success with environmental stewardship and social equity.

Furthermore, GUH Group prioritise the delivery of high-quality products and services to meet and exceed customer
expectations, ensuring that customer satisfaction remains at the forefront of its business strategy. The well-being
of its employees is also a top priority, with the company providing a supportive work environment, fair compensation
and opportunities for professional growth. Financial integrity and accountability are upheld through meticulous financial
reporting and responsible resource management, ensuring the Company’s long-term sustainability and profitability. Through
these comprehensive measures, GUH Group demonstrates its unwavering commitment to ethical business practices,
environmental conservation, and social responsibility, setting a standard for excellence in corporate governance.
 60 Annual Report 2023
GUH HOLDINGS BERHAD

SUSTAINABILITY STATEMENT

ANTI BRIBERY AND CORRUPTION POLICY

Business integrity and ethics are pivotal to GUH Group’s sustained success, with a strong emphasis placed on ethical
conduct and a steadfast commitment to maintaining high standards of corporate ethics. This commitment extends to strict
compliance with all applicable laws and regulations governing our business practices. The Audit Committee, led by a
seasoned Independent Non-executive Director, plays a crucial role in identifying and managing potential risks that could
impact GUH Group’s operations. This committee is responsible for overseeing the Internal Audit Department, which is
tasked with performing regular internal audits, audits on transactions involving related parties, enterprise risk management
surveys, and ad-hoc audits, all aimed at ensuring adherence to the established rules, regulations and policies.

GUH Group rigorously enforces the Malaysian Anti-Corruption Commission (Amendment) Act 2018, guaranteeing
full compliance with its requirements. Demonstrating our dedication to ethical business practices, we have adopted a
comprehensive Anti-bribery and Corruption Policy that mirrors our zero-tolerance approach to bribery and corruption in
any form within our daily operations. As part of this commitment, a “No Gift” Policy has been implemented, which prohibits
employees from accepting or giving gifts, barring specific procedures and exceptional circumstances, with a detailed gift
register form maintained for oversight and evaluation of gift transactions.

Regarding anti-corruption measures, GUH Group has experienced no substantiated complaints related to Anti-Bribery &
Corruption or gift-giving incidents across the fiscal years 2021, 2022 and 2023, achieving our KPI target of zero complaints.
This record underscores our unwavering commitment to upholding a corruption-free environment in all aspects of our
business operations.

Anti - Corruption FY 2021 FY 2022 FY 2023 Target (s)

Substantiated complaints pertaining to Anti- 0 case 0 case 0 case 0 case
Bribery & Corruption and gift giving incidents

To further amplify GUH commitment towards its Anti-bribery and Corruption Policy, the Group has mandated all staff to
undergo its yearly Anti-Bribery and Anti-Corruption training. Below are the percentages of staff undergoing the Anti-Bribery
and Anti-Corruption training and sign declaration form.
 Annual Report 2023 61
GUH HOLDINGS BERHAD

SUSTAINABILITY STATEMENT

GUH Group enforces a strict mandate requiring all contractors and suppliers to adopt and strictly adhere to comprehensive
Anti-bribery and Anti-corruption policies, reflecting our unwavering commitment to ethical business practices and integrity.
Presently all contractors and suppliers are notified in all necessary documents.

The risk assessment across various operational areas in daily business operation is performed. Due diligence checks
were performed on potential business partners and employees were trained to recognise and report suspicious behaviour.
Overall, with the efforts of risk management framework, yielding commendable targets achieved across all areas of
operation.

WHISTLEBLOWING POLICY

GUH Group is committed to maintaining the highest standards of ethical conduct, integrity and transparency in all aspects
of our business operations. As part of this commitment, we have implemented a Whistleblowing Policy to provide a safe
and confidential channel for employees and stakeholders to report any concerns about potential wrongdoing within the
company.

This Whistleblowing Policy applies to all employees, contractors, suppliers, customers and other stakeholders associated
with GUH Group. It covers any suspected or actual misconduct, fraud, corruption, unethical behaviour, or violation of laws,
regulations, or company policies that may occur within GUH Group or in connection with its business activities.

In addition, GUH Group has put in place a strong Whistleblowing Policy and Procedures, enabling stakeholders to report
any suspicions of corruption, malpractice, or misconduct within the company safely and without fear of reprisal. To further
prevent conflicts of interest, all employees must annually complete a Conflict-of-Interest Declaration Form, reaffirming their
dedication to the highest levels of integrity and transparency in their roles.

Individuals who become aware of or suspect misconduct within GUH Group are encouraged to report their concerns
promptly. Reports can be made anonymously through designated whistleblowing channels, including:

Email Letter
[email protected] Human Resource Department GUH Holdings Berhad
Part of Plot 1240 & 1241, Bayan Lepas Free Industrial Zone, Phase 3, Bayan
Lepas, 11900 Penang, Malaysia

Reports should include detailed information such as the nature of the concern, relevant dates, individuals involved and
supporting evidence to facilitate thorough investigation and resolution.

Confidentiality is paramount in the whistleblowing process. GUH Group ensures that all reports are treated with the utmost
confidentiality, and the identity of the whistleblower is protected to the fullest extent possible, in compliance with legal
requirements and investigative needs.

In promoting a culture of transparency and accountability, GUH Group demonstrates its commitment to upholding ethical
standards and fostering trust within the organisation.

DATA PRIVACY AND BREACH

To ensure fair and ethical practices within its operations, the Internal Audit Department at GUH Group plays a pivotal
role in upholding the highest standards of integrity and compliance. This commitment is further reinforced by the Group’s
adherence to stringent personal data protection guidelines, consistent with the Personal Data Protection Act 2010.
The organisation is dedicated to safeguarding personal and sensitive information, employing robust data and security
measures to prevent unauthorised access or disclosure to external entities. Additionally, GUH Group ensures that all
critical documents, including authority-approved blueprints and pricing information, are securely stored in locations that
are accessible only to personnel with the appropriate authorisation, highlighting the Company’s dedication to confidentiality
and the protection of sensitive information.

Data privacy and security FY 2021 FY 2022 FY 2023 Target (s)

No. of complaints on breach data 0 case 0 case 0 case 0 case
 62 Annual Report 2023
GUH HOLDINGS BERHAD

SUSTAINABILITY STATEMENT

ENVIRONMENTAL MATTERS

GUH Group, recognising the imperative of environmental stewardship, has ingrained sustainability into the essence of its
operations. The organisation’s commitment is evident through its multifaceted approach to environmental responsibility,
encompassing energy efficiency, waste management and the preservation of natural resources. Through strategic
initiatives, GUH Group actively reduces its environmental footprint, employing energy-saving technologies and waste
reduction strategies to enhance efficiency and sustainability across all aspects of its business.

The Company places a high priority on responsible resource management, optimising the use of water and energy within
its operations and extending these principles to its supply chain. By promoting recycling and the use of eco-friendly
materials, GUH leads by example, encouraging stakeholders to adopt sustainable practices. This commitment extends
beyond internal operations, as the organisation works diligently to comply with environmental regulations, ensuring that all
activities are conducted in a manner that minimises ecological impact.

Innovation and collaboration are central to GUH Group’ approach to environmental sustainability. The Company invests
in renewable energy projects and electric vehicles, showcasing its dedication to cleaner energy solutions and reduced
greenhouse gas emissions. These efforts are part of a broader vision to contribute positively to a sustainable future,
demonstrating leadership in environmental stewardship within the industry and the communities it serves.

GUH’s sustainable journey is a testament to its belief in the power of collective action to address environmental challenges.
By fostering a culture of sustainability within the organisation and among its partners, GUH aims to inspire a shift towards
more sustainable business practices globally. The Company’s unwavering dedication to environmental responsibility
underscores its role as a catalyst for positive change, driving forward the agenda for a greener and more sustainable future.

ENVIRONMENTAL STRATEGIES

In response to the urgent call for action to address environmental challenges, GUH Group has undertaken a significant
initiative to enhance its Environmental Strategy. This endeavour underscores our unwavering commitment to sustainability
and our responsibility to mitigate our ecological footprint.

At GUH, we envision ourselves as pioneers in environmental sustainability within our industry. Our vision extends beyond
mere compliance, we strive to set the standard for responsible environmental stewardship, inspiring others to join us in
creating a greener, more sustainable future for generations to come with the following key objectives and implementation
plans:

Key Objectives Implementation Plan

Carbon Neutrality Setting Clear Targets
Resource Efficiency Employee Engagements
Biodiversity Conservations Technology and Inventions
Pollution Prevention Collaborations and Partnerships
Sustainable Supply Chain Continuous Improvements

Environmental sustainability is not just a priority but a core value at GUH Group. Through our updated Environmental
Strategy, we reaffirm our steadfast commitment to preserving the planet and creating a sustainable future for all. By leading
by example and embracing innovation, collaboration, and continuous improvement, we are confident that we can make a
significant and lasting impact on environmental sustainability, both within our organisation and beyond.
 Annual Report 2023 63
GUH HOLDINGS BERHAD

SUSTAINABILITY STATEMENT

CARBON EMISSIONS

GUH Group recognises the critical importance of addressing carbon emissions in combating climate change. As a
responsible corporate citizen, we are committed to taking decisive action to reduce our carbon footprint and mitigate the
environmental impact of our operations. Our approach to carbon emissions reduction is guided by a clear set of principles
and strategies aimed at driving meaningful change and contributing to a more sustainable future.

GUH Group is dedicated to setting ambitious targets for carbon neutrality across all our operations. We understand that
achieving carbon neutrality is not only an environmental imperative but also a moral obligation to future generations. By
setting clear goals and timelines, we are actively working towards reducing our greenhouse gas emissions and transitioning
to more sustainable energy sources.

To achieve carbon neutrality, GUH Group is implementing a multifaceted approach that encompasses various initiatives,
including energy efficiency measures, renewable energy adoption, and carbon offsetting strategies. We recognise the
importance of investing in energy-efficient technologies and practices to minimise our energy consumption and reduce
emissions. Additionally, we are actively exploring opportunities to integrate renewable energy sources, such as solar and
wind power, into our operations to further reduce our carbon footprint.

In conclusion, GUH Group stance on carbon emissions is clear. We are fully committed to reducing our carbon footprint
and transitioning to a more sustainable future. Through ambitious targets, innovative strategies, and transparent reporting,
we are actively working towards achieving carbon neutrality and making a positive impact on the environment. As a
responsible corporate citizen, we will continue to prioritise environmental sustainability in all aspects of our business
operations, ensuring a greener and more sustainable future for generations to come.

SCOPE 1- GHG EMISSIONS

GUH Group has been steadfast in its commitment to sustainability, actively seeking ways to reduce its environmental impact
through the prudent use of fuels and the exploration of cleaner, alternative energy sources. Our sustainability practices are
designed to limit fuel consumption across all areas of operation, aligning with our long-term goals of decreasing our carbon
footprint and mitigating the effects of climate change.

Petrol

Division Unit FY 2021 FY 2022 FY 2023

GUH Holdings Litres 6,028 4,355 6,803
Electronic Litres 8,757 17,665 13,680
Properties Litres 9,563 11,761 11,973
Utilities Litres 4,987 6,529 9,299
Plantation Litres - - -
eVehicle/Battery Litres - - -
Total Litres 29,335 40,310 41,755

Diesel

Division Unit FY 2021 FY 2022 FY 2023

GUH Holdings Litres - - -
Electronic Litres 127,264 116,557 98,570
Properties Litres 4,977 1,631 1,307
Utilities Litres 1,465 - -
Plantation Litres 2,098 2,098 2,098
eVehicle/Battery Litres - - -
Total Litres 135,804 120,286 101,975
 64 Annual Report 2023
GUH HOLDINGS BERHAD

SUSTAINABILITY STATEMENT

Here, we detail the fuel consumption trends over the past three fiscal years, emphasising the volumes of petrol and diesel
used across various divisions within GUH Group. The focus is primarily on how these trends reflect our ongoing efforts to
optimise fuel use and transition towards more sustainable energy solutions.

During the initial fiscal year, a notable volume of diesel was utilised for electronic manufacturing, totaling 127,264 liters.
This figure slightly decreased in the subsequent year to 116,557 liters and further declined to 98,570 liters in the third year,
indicating a consistent decrease in diesel consumption over time.

On the other hand, petrol usage within the same division began at 8,757 liters, peaking at 17,665 liters in the second year
before reducing to 13,680 liters in the final year. These figures represent a fluctuating but overall decreasing trend in liquid
fuel consumption, with no recorded usage of natural gas during the period under review.

Fuel Consumption over the last 3 years

FY 2021 FY 2022 FY 2023
CO2 Emissions (kg) CO2 Emissions (kg) CO2 Emissions (kg)
GUH Holdings 13,924.68 10,060.05 15,714.93
Electronic 361,296.87 353,177.75 295,769.63
Properties 35,428.23 31,539.55 31,160.92
Utilities 15,446.17 15,081.99 21,480.69
Plantation 5,621.76 5,621.76 5,621.76
eVehicle/Battery - - -
Total 431,717.71 415,481.10 369,747.93
Source: https://www.gov.uk/government/publications/greenhouse-gas-reporting-conversion-factors-2023. The conversion rate used for
Diesel is 2.68 and for Petrol is 2.31 based on the average taken into account the mineral content for Malaysia.

These CO2 emission figures are a testament to GUH Group commitment to environmental stewardship, reflecting our
concerted efforts to reduce the reliance on fossil fuels and embrace more sustainable energy practices across our
operations.

SCOPE 2 – GHG EMISSIONS

ELECTRICITY

GUH Group is committed to sustainability in its electricity usage practices, recognising the importance of reducing energy
consumption and minimising environmental impact. Our approach focuses on implementing energy-efficient measures,
adopting renewable energy sources, and fostering a culture of responsible electricity usage across our operations.

Division FY 2021 (MWh) FY 2022 (MWh) FY 2023 (MWh)

Electronic/GUH Holdings 1 36,667.606 34,335.463 29,283.055
Properties 82.976 85.117 89.988
Utilities 63.023 61.507 58.658
Plantation - - -
eVehicle/Battery - - -
Total (MWh) 36,813.605 34,482.087 29,431.701

1 The data presented combine both electronic division and the Corporate Office as both are sharing the same building. Hence, the data is

combined and categorised under Electronic Division.

 Annual Report 2023 65
GUH HOLDINGS BERHAD

SUSTAINABILITY STATEMENT

As shown in the table above, the electricity consumption for GUH Group in the year 2023 is 29,431.701MWh. This metric
indicates the average emissions produced per unit of electricity delivered to the organisation in FY 2023, considering both
the variety of energy sources utilised in production and the efficiency of the generation process.

GUH Group is dedicated to reducing its environmental footprint through sustainable electricity usage practices. By
prioritising efficiency measures, adopting renewable energy sources, and engaging stakeholders, we strive to minimise our
carbon footprint and contribute to a greener, more sustainable future.

The table below indicates the carbon emission for all three years. From the table below, it shows that the graph demonstrates
a consistent decrease in CO2 emissions2 across all divisions from 2021 to 2023. Notably, Electronic Division show significant
reductions, which mirrors the Company’s overall trend towards lower emissions. The Utilities Division, while contributing
less to the total emissions, also shows a steady decline, highlighting efficient management and possible implementation of
energy-saving measures across different areas of the Company’s operations.

This detailed breakdown by division emphasises GUH Group’s strategic approach towards energy efficiency and its
commitment to reducing environmental impact across its diverse operations. The consistent decrease in CO2 emissions
showcases the effectiveness of the Company’s sustainability initiatives and its ongoing dedication to environmental
stewardship.

Division FY 2021 FY 2022 FY 2023

CO2 Emissions (kg) 2 CO2 Emissions (kg)2 CO2 Emissions (kg)2
Electronic/GUH Holdings1 28,600,732.68 26,781,661.14 22,840,782.90
Properties 64,721.28 66,391.26 70,190.64
Utilities 49,157.94 47,975.46 45,753.24
Plantation - - -
eVehicle/Battery - - -
Total 28,714,611.90 26,896,027.86 22,956,726.78
Source: https://meih.st.gov.my/

2 For the calculation related to CO2 Emission Reduction (MT), the following calculation are:

CO2 emission (kg) = Electricity consumption x Emissions factor with 780kg CO2 as emission factor
With 780kg CO2 as emission factor
 66 Annual Report 2023
GUH HOLDINGS BERHAD

SUSTAINABILITY STATEMENT

SCOPE 3- GHG EMISSIONS

In the context of environmental sustainability and corporate responsibility, understanding and managing Scope 3 emissions
is increasingly crucial for businesses aiming to reduce their carbon footprint. Scope 3 emissions encompass indirect
greenhouse gas emissions that occur both upstream and downstream in a company’s value chain, not directly controlled
by the company but associated with their activities, including both suppliers and consumers. The transportation data
analysed reveals a significant portion of Scope 3 emissions related to employee commuting and transportation options
such as factory buses and vans.

This analysis underscores the critical role of sustainable transportation strategies in mitigating Scope 3 emissions. With
employee commuting contributing significantly to CO2 emissions, there’s an opportunity for organisations to encourage
more sustainable practices. Similarly, the use of factory buses and vans demonstrates a commitment to reducing emissions
through shared transport solutions, with potential for further optimisation.

These insights highlight the potential environmental benefits of shifting towards more sustainable commuting practices,
such as increased use of mass transportation and carpooling initiatives. Such initiatives not only address the environmental
impact of commuting but also align with broader corporate social responsibility objectives by promoting greener
transportation methods.

SCOPE 3 - EMPLOYEE COMMUTING

The table below indicates the carbon emission for FY 2023.

GUH Holdings
Mode of Transport Total Distance Traveled (km) Total CO2 Emissions (kg)3
Motorcycle 15,360 1,552.59
Own Car 81,840 14,984.58
Total 97,200 16,537.17
Source: https://www.gov.uk/government/publications/greenhouse-gas-reporting-conversion-factors-2023.

3 Factory Buses: Assuming these are more efficient than local buses due to optimised routes and possibly better load factors, we use a
slightly lower emission factor than the average local bus. For this calculation, we use 0.09kg/co2 per km
Motorcycle: The emission factor for motorcycles can vary widely based on engine size and fuel type. For this exercise, we use an average
of 0.10108 kg/co2 km.
Own Car: We use the same factor as for company cars, which is 0.183096 kg cO2/km, assuming personal vehicles are similar in efficiency
to company cars.
Van: We use the same factor as for company cars, which is 0.176596 kg cO2/km, assuming personal vehicles are similar in efficiency to
company cars.
 Annual Report 2023 67
GUH HOLDINGS BERHAD

SUSTAINABILITY STATEMENT

Electronic Division
Mode of Transport Total Distance Traveled (km) Total CO2 Emissions (kg)
Bicycle 24,072 0
Factory Bus 1 69,120 6,220.80
Factory Bus 2 204,360 18,392.40
Factory Van 1 20,400 3,602.56
Factory Van 2 28,176 4,975.77
Factory Van 3 12,240 2,161.54
Factory Van 4 59,568 10,519.47
Factory Van 5 18,000 3,178.73
Factory Van 6 15,624 2,759.14
Motorcycle 597,072 60,352.04
Own Car 252,408 46,214.90
Walk 17,568 0
Total 1,318,608 158,377.35

Properties Division
Mode of Teansport Total Distance Traveled (km) Total CO2 Emissions (kg)
Motorcycle 37,332 3,773.52
Own Car 398,962 73,048.35
Total 436,294 76,821.87

Utilities Division
Mode of Transport Total Distance Traveled (km) Total CO2 Emissions (kg)
Motorcycle 17,136 1,732.11
Own Car 111,144 20,350.02
Total 128,280 22,082.13

Plantation Division
Mode of Transport Total Distance Traveled (km) Total CO2 Emissions (kg)
Motorcycle 43,200 4,366.66
Own Car 0 0
Total 43,200 4,366.66

eVehicle/Battery Division
Mode of Transport Total Distance Traveled (km) Total CO2 Emissions (kg)
Own Car 31,440 5,756.54

SCOPE 3- BUSINESS TRAVELLING

The Scope 3 emissions calculated for business travel in 2023 provide insightful data into the environmental impact of
corporate activities beyond direct operations. With a total of GUH Group’s business travels covering a cumulative distance
of 359,490 kilometers, in resulting CO2 emissions amounted to 53,923.50 kilograms. This significant carbon footprint
reflects the broader implications of business travel, a crucial component of Scope 3 emissions, which encompasses
indirect emissions that a company does not directly control but are integral to its value chain.

Year Total Distance Traveled (km) Total CO2 Emissions (kg)4

2023 359,490 53,923.50
Source: https://www.gov.uk/government/publications/greenhouse-gas-reporting-conversion-factors-2023

4 Forthe calculations related to business travel CO2 emissions, the following emission factor was used:
Short-haul flight (Economy Class): approximately 0.15 kg CO2 per passenger kilometer.
This emission factor was applied to estimate the CO2 emissions for domestic flights, such as those from Penang to Kuala Lumpur,
assuming an average distance of 350 kilometers for these flights. The factor is intended to represent the average CO2 emissions for
economy class passengers on short-haul flights, which is a common scenario for business travel within a country.
 68 Annual Report 2023
GUH HOLDINGS BERHAD

SUSTAINABILITY STATEMENT

WATER

GUH Group adopts a proactive stance on water consumption, recognising its significance in sustainable business operations
and environmental stewardship. As part of our commitment to responsible resource management, we prioritise the efficient
use of water across our facilities and operations. As indicated in the table provided, GUH Group’s water consumption in
the year 2023 amounted to 750.257 megalitre (Ml). This metric signifies the average volume of water utilised per unit of
operation during the fiscal year 2023, taking into account the diverse sources of water utilised in our processes and the
efficiency of our consumption practices.

Year Electronic Properties Utilities Plantation eVehicle

Division (Ml) Division (Ml) Division (Ml) Division (Ml) Division (Ml)
2021 873.269 0.297 0.547 - -
2022 653.478 0.832 0.365 - -
2023 749.579 0.382 0.296 - -

(Ml)

The Company approach to water consumption involves several key principles:

 Efficiency: We strive to minimise water usage by implementing efficient water management practices and technologies.
This includes regular maintenance of equipment to prevent leaks, optimising water usage in production processes and
implementing water-saving measures in office spaces and facilities.

 Conservation: GUH Group is committed to conserving water resources by promoting responsible water stewardship.
This involves raising awareness among employees about the importance of water conservation and encouraging the
adoption of water-saving behaviours both at work and at home.

 Reuse and Recycling: Where feasible, we explore opportunities to reuse and recycle water within our operations. This
may include implementing water recycling systems, capturing rainwater for non-potable uses and exploring innovative
technologies for water reuse.

 Monitoring and Reporting: We regularly monitor our water usage and track key metrics to assess performance and
identify areas for improvement. Through comprehensive reporting and transparency, we strive to communicate our
water management efforts to stakeholders and demonstrate our commitment to responsible stewardship.
 Annual Report 2023 69
GUH HOLDINGS BERHAD

SUSTAINABILITY STATEMENT

 Continuous Improvement: GUH Group is committed to continuous improvement in water management practices. We
actively seek out opportunities to enhance efficiency, reduce waste and minimise our environmental impact through
ongoing innovation and collaboration with industry partners and stakeholders.

GUH Group is dedicated to responsible water management as an integral component of our sustainability strategy. By
prioritising efficiency, conservation, reuse and continuous improvement, we aim to minimise our water footprint and
contribute to the long-term health and sustainability of the communities in which we operate.

WASTE MANAGEMENT

At GUH Group, we take a proactive approach to waste management to uphold our commitment to environmental
sustainability and responsible corporate citizenship. Our strategy focuses on waste reduction, recycling, infrastructure
investment, compliance, and continuous improvement. By minimising waste generation, promoting recycling and reuse,
investing in infrastructure, ensuring compliance with regulations, and continuously seeking improvement, we aim to
minimise our environmental footprint and contribute to a cleaner and healthier planet.

As shown in the table below, the different schedule waste from the Electronic Division.

Waste Code Waste Description FY 2021 (MT) FY 2022 (MT) FY 2023 (MT) Total (MT)
SW 102 Spent Lead battery 0.000 0.000 0.000 0.000
SW 104 Solder Dross 0.000 0.000 4.244 4.244
SW 110 PCB Scrap 505.943 566.625 484.752 1,557.320
SW 204 Metal Hydroxide Sludge 690.974 836.836 701.726 2,229.536
SW 206 Copper chloride Etchant 2,422.730 1,981.994 1,405.066 5,809.790
SW 206 Copper Nitrate Waste 176.923 152.894 109.584 439.401
SW 206 Copper Sulphate Solution 34.765 13.351 61.286 109.402
SW 305 Spent Lubricating Oil 0.795 0.000 6.048 6.843
SW 306 Spent Hydraulic Oil 0.442 0.000 0.000 0.442
SW 307 Oil-Water Emulsion 2.091 0.000 2.107 4.198
SW 322 Spent Non-Halogenated Organic 1.540 0.000 1.540 3.080
Solvent
SW 401 Spent Ammonium Chloride 97.000 98.000 10.004 205.004
SW 404 Covid-19 Test Kit Waste 0.000 0.000 0.050 0.050
SW 409 Disposed Containers Contaminated 6.479 7.935 5.546 19.960
with Chemical
SW 410 Contaminated Rags, Paper and Filter 88.622 90.988 68.075 247.685
SW 414 Spent aqueous alkaline solution 0.000 0.000 0.000 0.000
containing cyanide
SW 417 Spent Ink 0.000 0.000 9.835 9.835
SW 422 A mixture of sand and activated 0.000 0.000 14.465 14.465
carbon
SW 423 Discarded Photographic Wastes 58.322 73.067 49.876 181.265
SW 423 Fixer Scrap and Film Scrap 10.297 8.326 6.694 25.317
Total 4,096.923 3,830.016 2,940.897 10,867.836
 70 Annual Report 2023
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SUSTAINABILITY STATEMENT

Fiscal Year Total waste diverted from disposal (MT) Total waste directed to disposal (MT)
2021 4,038.601 58.322
2022 3,756.949 73.067
2023 2,890.971 49.926

The table above reflects GUH Group’s commitment to environmentally responsible waste management practices over the
past three fiscal years. The figures encapsulated in the table are indicative of the Company’s rigorous efforts to divert waste
from landfills, utilizing more sustainable avenues such as recovery and incineration.

In 2021, Electronic Division managed to recover a substantial volume of waste, amounting to 4,038.601 metric tonnes
(MT). This substantial figure signifies the company’s dedication to reclaiming materials that otherwise would contribute to
the depletion of natural resources. Recovery processes likely include recycling, composting and repurposing, which not
only conserve resources but also save energy and reduce greenhouse gas emissions compared to the production of new
materials.

The same year, Electronic Division also incinerated 58.322 MT of waste, which is a testament to its efforts in safely
disposing of waste that cannot be reclaimed. Incineration is often used for waste that poses a risk of contamination or is not
suitable for recovery. This process also has the benefit of reducing the volume of waste, with the residual ash sometimes
being used in construction, thereby reducing the demand for landfill space.

In 2022, Electronic Division further demonstrated its waste management prowess, recovering 3,756.949 MT of waste, a
slight decrease from the previous year but still a significant avoidance of landfill usage. Incineration figures were slightly
higher than in 2021, at 73.067 MT, indicating an increase in the disposal of non-recoverable waste via thermal treatment.

By 2023, Electronic Division continued to prioritise waste avoidance from landfills. The data shows a recovery of 2,890.971
MT, which, despite being lower than the previous years, reflects an ongoing commitment to sustainable waste management.
The amount of waste incinerated also slightly decreased to 49.926 MT, which may reflect either a reduction in waste
generation or an increase in waste recovery efficiencies.

These figures underscore GUH Group strategic approach to waste management, focusing on minimising waste, maximising
recovery for reuse, and responsibly disposing of waste through incineration when necessary. By doing so, the Company
contributes significantly to the reduction of landfill usage, which is pivotal in mitigating environmental impacts, preserving
land space and ensuring community health and safety.

In 2023, Electronic Division implemented its own scheduled waste management program to effectively manage waste
across its operations. Through this program, the company systematically handled waste generation, ensuring proper
disposal and recycling practices were followed. The total waste generated for the year amounted to 2,940.897 units,
reflecting GUH Group commitment to responsible waste management and environmental stewardship.

Non-Scheduled Waste Management

GUH Group has demonstrated a commendable dedication to sustainable waste management through its paper recycling
efforts, as illustrated in the data provided for non-scheduled waste. This eco-conscious practice underscores the Group’s
commitment to environmental stewardship by substantially reducing the volume of waste directed to landfills and mitigating
the environmental impact of paper production.

Over the past three fiscal years, GUH Group’s recycling initiative has seen a commendable quantity of paper waste being
processed and repurposed. In 2021, the company recycled 72,498 kilograms of paper, which not only conserved valuable
resources but also avoided the production of new paper, thereby saving energy and reducing greenhouse gas emissions. A
slight decline in the quantity was observed in 2022, with 71,321 kilograms of paper being recycled. The year 2023 followed
this trend, with a total of 62,150 kilograms of paper recycled.

The carbon dioxide (CO2) emissions reduction achieved through these recycling efforts can be quantified by utilising a
standard emission factor, which estimates the savings in CO2 emissions from recycling paper compared to disposing of
it in a landfill and manufacturing new paper. By applying this factor, we can determine the environmental benefits of the
Group’s recycling program in terms of CO2 emissions avoided.
 Annual Report 2023 71
GUH HOLDINGS BERHAD

SUSTAINABILITY STATEMENT

Below is the table that quantifies the CO2 emissions reduction from GUH Group’ paper recycling for the years 2021, 2022
and 2023:

Fiscal Year Paper Recycled (kg) CO2 Emissions Reduction (MT)5

2021 72,498 123.25
2022 71,321 121.25
2023 62,150 105.66
Souce: https://www.epa.vic.gov.au/-/media/epa/files/publications/1374-1.pdf

This table reflects the tangible environmental benefits of GUH Group’s recycling activities. By focusing on recycling paper,
the Company successfully avoids substantial CO2 emissions annually, contributing positively to climate change mitigation
efforts and reinforcing the environmental advantages of sustainable waste management practices.

5 For the calculation related to CO2 Emission Reduction (MT), the following calculation are:

CO2 emission reduction = Emissions from producing virgin paper - Emissions from recycling paper with approximately 1.3kg CO2 per
virgin paper and 1.52kg CO2 per recycled paper
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SUSTAINABILITY STATEMENT

MINIMISATION OF GENERATED WASTE

GUH Group adopts a proactive approach to waste management, acknowledging its pivotal role in fostering environmental
sustainability and demonstrating responsible corporate citizenship. Our waste management strategy is guided by the
following principles:

 Waste Reduction: We prioritise waste reduction efforts across our operations by implementing measures to minimise
waste generation at the source. This includes optimising production processes to reduce material usage, implementing
lean manufacturing principles and promoting the use of reusable and recyclable materials.
 Recycling and Reuse: GUH Group actively promotes recycling and reuse initiatives to divert waste from landfills and
conserve valuable resources. We segregate waste streams at source and collaborate with certified waste management
partners to ensure proper recycling and disposal of materials. Additionally, we explore opportunities to repurpose waste
materials within our operations or donate them to charitable organisations for reuse.
 Waste Management Infrastructure: We invest in robust waste management infrastructure to support our waste
reduction and recycling efforts. This includes the installation of waste segregation bins, compactors, and recycling
facilities at our facilities and office locations. We also provide training and education to employees to ensure proper
waste handling and disposal practices.
 Compliance and Regulations: GUH Group adheres to all relevant waste management regulations and standards
to ensure compliance with legal requirements. We conduct regular audits and assessments to monitor our waste
management practices and make necessary adjustments to maintain compliance and minimise environmental impact.
 Continuous Improvement: We are committed to continuous improvement in waste management practices. Through
ongoing monitoring, evaluation, and stakeholder engagement, we identify opportunities for innovation and enhancement
in waste reduction, recycling and overall waste management efficiency.

Overall, GUH Group is dedicated to promoting responsible waste management practices as an integral part of our
sustainability strategy. By prioritising waste reduction, recycling, compliance, and continuous improvement, we aim to
minimise our environmental footprint, conserve resources, and contribute to a healthier planet for future generations.

SOCIAL MATTERS

At GUH Group, it is recognised that the Group’s achievements are made possible by the commitment of its employees,
the contributions of its supply chain partners and the support of the communities in which it operates. GUH Group strives
to be a good employer that attracts and retains high-performing talent, and promotes diversity, non-discrimination, and
inclusion in building the workforce. The Company promotes human rights across its operations and supply chain, providing
access to equal opportunities and offering back to communities. At GUH Group, the importance of addressing social
matters as part of the commitment to responsible corporate citizenship is acknowledged. In this Sustainability Statement,
the Company highlights its initiatives and efforts in various social areas to create positive impacts within the organisation
and the communities it serves.

Human Rights Violations FY2021 FY2022 FY2023

Number of substantiated complaints 0 case 0 case 0 case
concerning human rights violations

DIVERSITY AND INCLUSION

GUH Group is deeply committed to fostering diversity and inclusion within its workforce. We recognise the invaluable
contributions that individuals from diverse backgrounds bring to our organisation and believe that embracing diversity
strengthens our Company culture and drives innovation.

Our recruitment and hiring practices prioritise diversity, ensuring that job vacancies are filled based on merit, potential,
and performance, regardless of factors such as gender, age, race, or ethnicity. We promote gender equality and respect
for all employees, creating a work environment where everyone feels valued and empowered to contribute their unique
perspectives and talents. The composition of the Company’s employee in 2023 are as follows:
 Annual Report 2023 73
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SUSTAINABILITY STATEMENT

Workforce by Gender

The provided data showcase the gender distribution for the member of Board of Directors within our organisation from
2021 to 2023.

Year Board of Director Male (%) Board of Director Female (%)

FY 2023 80% 20%
FY 2022 80% 20%
FY 2021 92% 8%

The provided data showcases the gender distribution across various divisions within our organisation from 2021 to 2023,
reflecting trends and changes in workforce composition over time.

Gender 2023 2022 2021

Total Number Percentage Total Number Percentage Total Number Percentage
Male 505 70% 444 66% 394 62%
Female 220 30% 224 34% 246 38%
Total 725 100% 668 100% 640 100%

Gender 2023 2022 2021

Male (%) Female (%) Male (%) Female (%) Male (%) Female (%)
Management 79% 21% 76% 24% 75% 25%
Executive 59% 41% 59% 41% 57% 43%
Non-Executive 57% 43% 58% 42% 60% 40%
General Worker 78% 22% 74% 26% 63% 37%

Workforce by Employment Category

Employment Category 2023 2022 2021

Management 38 38 36
Executive 143 139 137
Non- Executive 169 177 190
General Worker 375 314 277

Over the past three years, from 2021 to 2023, our company has maintained a consistent workforce across various employee
categories. Beginning with the Director level, we’ve sustained a stable number of 38 individuals leading the organisation
with strategic vision and decision-making prowess.

Within the Management tier, comprising key managerial positions responsible for directing teams and operations, we’ve
seen a slight increase from 36 in 2021 to 38 in 2022 and 2023. This reflects our commitment to ensuring effective leadership
and guidance throughout the company.

At the Executive level, which encompasses roles crucial for implementing strategies and overseeing departmental functions,
we’ve observed a steady rise in numbers, reaching 143 in 2023. This growth indicates our focus on strengthening our
executive team to drive operational excellence and achieve organizational goals.

Similarly, in the Non-Executive category, which includes roles supporting various functions within the company but not
involved in direct management, we’ve maintained a significant presence, with 169 individuals in 2023. This demonstrates
our dedication to fostering a diverse workforce with specialised skills and expertise.
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Among the Direct Labor and General Worker category, which constitutes the backbone of our workforce involved in
production and operational activities, we’ve seen substantial growth over the years, reaching 375 in 2023. This expansion
underscores our commitment to optimizing our workforce to meet growing demands and maintain operational efficiency.

Overall, these trends reflect our ongoing efforts to strategically manage our workforce composition, ensuring a balance of
leadership, expertise, and operational support to drive sustainable growth and success for our organisation.

GUH Group maintains a stringent policy against hiring contract or temporary staff, with the exception of subcontractors
who are not directly under the purview of the company. This approach ensures a dedicated and stable workforce,
fostering a culture of commitment and expertise within the organisation. By prioritising direct employment over temporary
arrangements, GUH Group aims to cultivate long-term relationships with its employees, fostering loyalty and continuity in
its operations.

Total number of employee turnover by employee category

GUH Group
Management Executive Non-Executive General Worker
FY2023 8 31 18 57
FY2022 2 32 37 82
FY2021 3 22 16 49

Percentage of employee that are contractors or temporary staff

GUH Holdings
FY2023 FY2022 FY2021
Contractors (%) 4% 4% -
Temporary Staff (%) - - -

Electronic Division
FY2023 FY2022 FY2021
Contractors (%) 13% 17% 21%
Temporary Staff (%) - - -

Properties Division
Property FY2023 FY2022 FY2021
Seremban Contractors (%) 23% 24% 24%
Temporary Staff (%) - - -
Simpang Ampat Contractors (%) - - -
Temporary Staff (%) - - -
Sg Bakap Contractors (%) - - -
Temporary Staff (%) 20% - -

Utilities Division
FY2023 FY2022 FY2021
Contractors (%) 7% 11% 9%
Temporary Staff (%) - - -

Plantation Division
FY2023 FY2022 FY2021
Contractors (%) - - -
Temporary Staff (%) - - -
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SUSTAINABILITY STATEMENT

e-Vehicle/Battery Division
FY2023 FY2022 FY2021
Contractors (%) - - -
Temporary Staff (%) - - -

Workforce by Age

Over the span of three years, our organisation has observed notable shifts in the age composition of our workforce. In 2021,
the majority fell within the 31 to 40 age range, closely followed by those aged 30 and below, with balanced representation
across other age brackets. By 2022, there was a slight increase in younger employees, with those aged 30 and below
becoming the largest group, indicating a strategic focus on fresh talent. In 2023, this trend continued, with the majority of
employees falling within the younger demographics, highlighting ongoing efforts to diversify and adapt to changing industry
dynamics. Understanding and catering to the needs of employees across different age groups will remain crucial as we
strive to maintain a vibrant and resilient workforce capable of driving organisational success.

The provided data showcase the age distribution for the member of Board of Directors within our organisation from 2021
to 2023.

Board of Director Board of Director Board of Director Board of Director

30 and below (%) 31 – 40 (%) 41 - 50 (%) 51 and above (%)
FY 2023 - 10% 10% 80%
FY 2022 - 10% 10% 80%
FY 2021 - 8% - 92%

2023 2022 2021

Age Breakdown Total Percentage Total Percentage Total Percentage
Number Number Number
30 and below 284 39% 222 33% 184 29%
31-40 191 26% 196 29% 194 30%
41-50 123 17% 133 20% 151 24%
51 and above 127 18% 117 18% 111 17%

FY 2023 Management Executive Non-Executive General Worker

Age Total % Total % Total % Total %
Number Number Number Number
30 and below 1 3% 37 26% 37 22% 209 56%
31-40 10 27% 52 36% 28 17% 101 27%
41-50 4 11% 24 17% 43 25% 52 14%
51 and above 22 59% 30 21% 61 36% 14 3%

FY 2022 Management Executive Non-Executive General Worker

Age Total % Total % Total % Total %
Number Number Number Number
30 and below 1 2% 49 35% 43 24% 129 41%
31-40 9 24% 39 28% 25 14% 123 39%
41-50 4 11% 23 17% 53 30% 53 17%
51 and above 24 63% 28 20% 56 32% 9 3%
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SUSTAINABILITY STATEMENT

FY 2021 Management Executive Non-Executive General Worker

Age Total % Total % Total % Total %
Number Number Number Number
30 and below 0 0% 49 36% 56 29% 79 29%
31-40 7 19% 34 24% 26 14% 127 46%
41-50 5 14% 27 20% 59 31% 60 21%
51 and above 24 67% 27 20% 49 26% 11 4%

To further support diversity and inclusion initiatives, GUH provides ongoing training and development opportunities for
employees, focusing on topics such as unconscious bias awareness, cultural competency and inclusive leadership.
We also encourage the formation of employee resource groups to provide a supportive network for individuals from
underrepresented groups.

Additionally, GUH regularly reviews its policies and practices to identify areas for improvement and ensure that diversity
and inclusion remain integral to our organisational values. By fostering a culture of respect, acceptance and belonging, we
strive to create a workplace where every employee can thrive and reach their full potential.

EMPLOYEE WELL BEING

The well-being of our employees is paramount. Throughout 2023, we prioritised initiatives to support employee health,
safety and work-life balance, including wellness programs, flexible work arrangements, and access to mental health
resources. Additionally, we organised a variety of activities aimed at promoting employee well-being and engagement,
such as, health screening sessions, bowling tournaments, charity runs and more. The enthusiastic participation of our
employees in these events underscores their dedication to maintaining a healthy work-life balance and fostering a positive
workplace culture.

GUH Health Screening Day

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SUSTAINABILITY STATEMENT

GUH Futsal Match 2023

GUH Charity Run 2023

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SUSTAINABILITY STATEMENT

GUH Bowling Tournament 2023

WOMEN REPRESENTATION

GUH Group is steadfast in its commitment to promoting gender diversity and empowering women within its organisation.
We recognise the importance of gender equality in fostering a thriving and inclusive workplace culture, and we are dedicated
to ensuring that women have equal opportunities for advancement and leadership roles.

Our stance on women representation is rooted in the belief that diverse perspectives lead to better decision-making and
drive innovation. We actively strive to increase the representation of women at all levels of our organisation, from entry-
level positions to executive leadership roles.

To support this commitment, GUH implements policies and initiatives aimed at promoting gender diversity and inclusion. This
includes proactive recruitment efforts to attract talented women candidates, as well as targeted training and development
programs to support the career growth and advancement of female employees.

Furthermore, we foster a supportive and inclusive work environment where women feel empowered to succeed and
thrive. We encourage mentorship and sponsorship opportunities, provide networking and leadership development
programs tailored to women’s needs, and actively promote work-life balance initiatives to support women in achieving their
professional and personal goals.

GUH Group recognises that achieving gender parity requires ongoing dedication and effort. We are committed to continually
monitoring our progress, identifying areas for improvement, and implementing strategies to advance gender diversity
and inclusion within our organisation. By championing women representation, we aim to create a workplace where all
employees have the opportunity to reach their full potential, regardless of gender.

EMPLOYEE COMMUTING

The Company acknowledges the importance of employee commuting in promoting a healthy work-life balance and overall
well-being. Therefore, we place great emphasis on implementing initiatives designed to facilitate safe, efficient, and
sustainable commuting options for our workforce. Our approach to employee commuting is underpinned by the following
principles.
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SUSTAINABILITY STATEMENT

Additionally, we advocate for alternative transportation modes like public transit, cycling, walking and carpooling to minimise
environmental impact. Subsidies for public transit passes, bike-sharing programs, and designated carpool parking spaces
encourage the adoption of sustainable commuting options.

Employee engagement and education initiatives raise awareness about the benefits of sustainable commuting and provide
resources to facilitate the transition. Workshops, informational sessions, and awareness campaigns foster a culture of
sustainable commuting and address any concerns or barriers employees may encounter.

GUH Group is committed to continuous improvement in our commuting policies and initiatives. Regular reviews and
evaluations ensure their effectiveness, relevance, and alignment with evolving workforce needs and preferences.
By fostering a comprehensive approach to employee commuting, we prioritise employee well-being, environmental
sustainability and organisational efficiency.

TRAINING

GUH Holdings recognises the pivotal role of employee training in fostering a culture of sustainability within our organisation.
Through comprehensive training initiatives, we equip our employees with the knowledge, skills, and tools necessary to
integrate sustainable practices into their daily work routines and contribute to our broader sustainability goals.

GUH Group’s policies and strategies are designed to enhance the knowledge and skills of our employees through ongoing
training initiatives. A core aspect of our strategy is the cultivation of local talent, beginning with internships and progressing
to knowledge-sharing partnerships with institutions such as the Institute of Printed Circuits (IPC) and local suppliers. Our
comprehensive training plans encompass various avenues, including overseas training opportunities in China, Taiwan and
Japan, alongside local training through in-house programs and external expert-led sessions. In 2023, we invested over
2000 man-hours in training, covering both technical skills and soft skills development.

 Sustainability Awareness Training:

We provide regular training sessions to raise awareness about key sustainability issues, including climate change, resource
conservation, and waste reduction. These sessions highlight the importance of sustainability in our operations and inspire
employees to take proactive steps towards minimising our environmental impact.

 Environmental Compliance Training:

To ensure adherence to environmental regulations and standards, we offer specialised training programs focused on
compliance requirements relevant to our industry and operations. Employees receive guidance on best practices for
environmental management and are educated on their roles and responsibilities in maintaining compliance.

 Energy Efficiency Training:

Given the significant impact of energy consumption on our environmental footprint, we prioritise training employees on
energy efficiency measures and strategies. Through workshops and educational materials, employees learn how to identify
energy-saving opportunities, optimise equipment usage and implement sustainable energy practices in their work areas.

 Waste Management Training:

Effective waste management is essential for minimising our ecological footprint and promoting circularity. Training programs
are conducted to educate employees on proper waste segregation, recycling practices, and waste reduction techniques.
By empowering employees with the knowledge and skills to manage waste responsibly, we aim to reduce landfill waste and
promote a more sustainable approach to resource management.

 Sustainability Reporting Training:

As part of our commitment to transparency and accountability, we provide training on sustainability reporting processes
and methodologies. Employees involved in data collection and reporting receive guidance on accurately documenting our
sustainability performance, tracking progress towards targets, and communicating our efforts to stakeholders effectively.
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SUSTAINABILITY STATEMENT

 Continuous Improvement Workshops:

GUH Group fosters a culture of continuous improvement through regular workshops and forums where employees can
share ideas, feedback, and best practices related to sustainability. These interactive sessions encourage collaboration,
innovation, and collective problem-solving, driving ongoing improvement in our sustainability efforts.

Training employees is crucial for instilling sustainability values within our organisation. GUH Group utilises focused
training programs to encourage staff to adopt sustainability as a central ethos and participate actively in our sustainability
endeavours. By prioritising the growth of our workforce, we enhance our ability to tackle environmental issues, promote
positive transformation, and generate enduring benefits for our stakeholders and the environment.

SAFETY AND HEALTH

Safety and health are fundamental priorities at GUH Group, deeply rooted in our dedication to fostering an environment
where employees flourish and excel. Our approach to safety and health is comprehensive, characterised by stringent
policies, proactive measures, and a culture of accountability and care. Safety is integral to every facet of our operations,
guided by robust policies and procedures that undergo regular review and updates to align with evolving standards and
practices.

We adopt a proactive stance towards risk management, proactively identifying and addressing potential hazards to maintain
a secure work environment for all employees. Table below shows the training hours for Safety and Health training for each
division in three years as well as the training hours by employee category on both health and safety and general training
hours respectively.

Year Number of Employees Trained under Health & Safety

FY 2023 203
FY 2022 163
FY 2021 68

Employee Category Health & Safety Training Hours General Training Hours
Management 419 hours 454 hours
Executive 1,617 hours 1,339 hours
Non-Executive 272 hours 163 hours
General Worker 162 hours 0 hour

The above table organises the trainings attended by each employee category, separating them into health & safety training
hours and general training hours for the year 2023.

Employee training and education form the cornerstone of our safety and health strategy, equipping our workforce with
the knowledge and skills necessary to recognise and mitigate risks effectively. Moreover, we prioritise ongoing education
on health and wellness topics to support employee well-being. At GUH Group, safety is a shared responsibility ingrained
in our organisational culture. We foster a culture of engagement and empowerment, encouraging employees to actively
participate in safety initiatives, provide feedback and report concerns promptly.

Continuous improvement is central to our safety and health efforts, as we strive for excellence in performance through
regular evaluation and feedback mechanisms. By embracing a culture of continuous learning and adaptation, we
continuously enhance our safety practices to uphold the highest standards of safety and health performance. Additionally,
we prioritise employee health and wellness through comprehensive programs that promote physical and mental well-being,
including access to healthcare services, wellness workshops and fitness activities. Within the three years, there were no
fatalities involved but several minor injuries were recorded.
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SUSTAINABILITY STATEMENT

HEALTH AND SAFETY FY 2021 FY 2022 FY 2023 TARGET(S)

No. of work-related fatality at work sites 0 case 0 case 0 case 0 case

Over the course of three years, from 2021 to 2023, our organisation has maintained a record of work-related accidents
and injuries, with a focus on Health & Safety protocols to mitigate risks and ensure employee well-being. In 2021, a
single incident involving a trolley falling resulted in a hand injury with fractures, causing one employee to lose 41 days of
work. The following year, in 2022, another accident occurred where an employee’s hand was injured by an industrial fan,
resulting in fractures and 60 lost workdays. In 2023, three minor incidents were reported, including chemical splashes, PCB
falls, and drill bit pricks, resulting in finger injuries and a total of 42 lost workdays across all cases. These records highlight
the importance of ongoing safety measures and training programs to prevent workplace accidents and ensure the safety
and well-being of our employees. Continued vigilance and adherence to safety protocols remain paramount in minimizing
the risk of workplace injuries and maintaining a safe working environment for all staff members.

In conclusion, safety and health are foundational values at GUH Group, integral to our vision of creating a workplace where
employees thrive and succeed. Through robust policies, proactive initiatives, and a culture of care and responsibility, we
are committed to safeguarding the well-being of our employees and enhancing our overall performance and sustainability
as an organisation.

Description of work related accidents / 2023

injuries Fatality Major Minor
Cases Lost days Cases Lost days Cases Lost days
1. Chemical splash to body cause body 0 0 0 0 1 14
injury
2. PCB fall down and hit foot cause foot 0 0 0 0 1 14
injury
3. Drill bit pricked inside finger cause 0 0 0 0 1 14
finger injury

TOTAL 0 0 0 0 3 42

Description of work related accidents / 2022

injuries Fatality Major Minor
Cases Lost days Cases Lost days Cases Lost days
1. Hand injury hit by industrial fan 0 0 0 0 1 60
during working – fractures

TOTAL 0 0 0 0 1 60

Description of work related accidents / 2021

injuries Fatality Major Minor
Cases Lost days Cases Lost days Cases Lost days
1. Trolley fall down causes the hand 0 0 0 0 1 41
injury – fractures

TOTAL 0 0 0 0 1 41
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SUSTAINABILITY STATEMENT

Supporting our Local Economy

The data in the table reflects a positive trend in the local economy over a span of three years, from 2021 to 2023, with
an increasing percentage of local engagement versus foreign. In 2021, Electronic division local purchases accounted for
28.78%, suggesting a larger reliance on foreign engagement at 71.22%. However, this began to shift in the following year,
as the local percentage grew to 30.65%, indicating a rising demand within the local economy and a diminishing foreign
share at 69.35%. This upward trajectory in support for the local economy is further evidenced in 2023, with local purchases
climbing to 31.12%, reducing the foreign share to 68.88%. Nonetheless, other divisions accounted 100% of their supply
are from local suppliers.

The steady year-on-year growth in local percentages signifies a burgeoning consumer confidence in the local market and a
robust move towards local purchasing. This can be seen as a collective effort to bolster the local economy, possibly fueled
by initiatives to support local businesses, an increase in the quality or availability of local goods and services, or a shift in
consumer preferences towards local providers. The declining trend in the foreign percentages may also reflect successful
campaigns or policies aimed at promoting local consumption. Ultimately, this shift could be driving a virtuous cycle of
economic growth, with increased local spending enhancing the capacity of local businesses, thereby further spurring
demand within the local economy.

Division FY 2021 FY 2022 FY 2023

Local Foreign Local Foreign Local Foreign
Electronic 28.78% 71.22% 30.65% 69.35% 31.12% 68.88%
Properties 100% - 100% - 100% -
Utilities 100% - 100% - 100% -
Plantation - - - - - -
eVehicle/Battery - - - - - -

COMMUNITY INVESTMENT

Gotong
royong at
Taman
Bukit
Kepayang
 Annual Report 2023 83
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SUSTAINABILITY STATEMENT

 GUH KASIH PROGRAMME

 A program that benefitted the
community in support of meals
and necessities.

KITARecycle Programme by
SWM Environment Sdn Bhd

GUH Group is deeply committed to supporting and uplifting communities, demonstrating its dedication through various
philanthropic endeavors. Through the “GUH Kasih Programme,” GUH has extended a helping hand to the community,
fostering positive change and making meaningful contributions to society.

The program has enabled GUH to extend financial support to a diverse array of recipient organisations, ranging from
charitable societies and educational institutions to recreational clubs and religious associations. Beneficiaries include
prominent entities such as the Buddhist Tzu-Chi Merits Society Malaysia, SJK (C) Perempuan Cina, and the Pejabat Ketua
Polis Balai Polis Diraja Malaysia, among others.

Furthermore, GUH’s contributions extend to grassroots initiatives, exemplified by its support for community-focused
organisations like the Kelab Rekreasi Bomba Bayan Baru, Tabung Kebajikan Makswip, and the Majlis Kebajikan Dan
Sukan Anggota-Anggota Kerajaan Negeri Sembilan.
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SUSTAINABILITY STATEMENT

In addition to financial assistance, GUH actively participates in initiatives aimed at fostering social development and well-
being. By collaborating with local mosques, educational committees, and sports clubs, GUH endeavors to create a positive
impact on society, promoting unity, inclusivity, and sustainable community development.

Through its unwavering commitment to corporate social responsibility, GUH continues to play a pivotal role in building
stronger, more resilient communities, fostering a culture of compassion and empowerment that resonates far beyond the
realms of business.

Beyond the “GUH Kasih Program,” the Company’s engagement with the community extended to involve various divisions
in the “Gotong Royong” program, a traditional communal activity that promotes mutual aid and cooperation. This program
saw employees from different sectors of GUH Group come together with members of the local community to improve the
communal living environment. Activities ranged from cleaning campaigns to the repair and maintenance of public facilities,
embodying the spirit of collaboration and collective responsibility.

Moreover, GUH Group championed environmental stewardship through the introduction of a Recycling Program. This
initiative encouraged both employees and the local community to engage in sustainable practices by recycling waste
materials, thus contributing to environmental conservation and raising awareness about the importance of protecting our
planet for future generations.

The combined efforts of the “GUH Kasih Program,” the involvement in the “Gotong Royong” program, and the promotion of
the Recycling Program reflect GUH Group’s holistic approach to corporate social responsibility. By addressing immediate
needs through direct donations, fostering a sense of community through cooperative projects, and promoting environmental
sustainability, GUH Group has made a significant impact on improving the quality of life for the local population.

Recipient Organisation Amount (RM)

Buddhist Tzu-Chi Merits Society Malaysia 60,000.00
SJK (C) Perempuan Cina 7,000.00
Kelab Rekreasi Bomba Bayan Baru 500.00
Pejabat Ketua Polis Balai Polis Diraja Malaysia 500.00
Tabung Kebajikan Makswip 4,500.00
Kelab Sukan MBS 200.00
Majlis Kebajikan Dan Sukan Anggota-Anggota Kerajaan Negeri Sembilan 200.00
Jawatankuasa Pembinaan SMJK Chan Wa 1,000.00
PSKPPNS Jabatan Pendidikan 5,500.00
GUH Kasih Programme 1,389.75
MPKK Simpang Ampat 2,000.00
Koperasi Kariah Masjid Al-Ihsaniah 1,000.00
Persatuan Kebajikan Pengerak Harapan Simpang Ampat 1,000.00
Masjid Jemak Al Ihsaniah 1,700.00
Kelab Sukan dan Kebajikan Jabatan Pengairan dan Saliran Negeri Pulau Pinang 500.00

CONCLUSION

In conclusion, GUH Sustainability Statement reflects our unwavering commitment to responsible corporate citizenship and
environmental stewardship. Through comprehensive initiatives, robust policies, and ongoing engagement, we continue
to make strides towards achieving our sustainability goals and creating positive impacts within our organisation and
the communities we serve. Our dedication to sustainability is evident in every aspect of our operations, from resource
management and emissions reduction to employee well-being and community engagement. As we move forward, we
remain steadfast in our pursuit of sustainability excellence, striving to innovate, collaborate, and lead by example in building
a more sustainable future for generations to come.
 Annual Report 2023 85
GUH HOLDINGS BERHAD

PERFORMANCE DATA TABLE

Indicator Measurement Unit 2023

Bursa (Anti-corruption)
Bursa C1(a) Percentage of employees who have received training on anti-corruption by employee category
Management Percentage 100.00
Executive Percentage 100.00
Non-Executive Percentage 100.00
General Workers Percentage 100.00
Bursa C1(b) Percentage of operations assessed for corruption-related risks Percentage 0.00
Bursa C1(c) Confirmed incidents of corruption and action taken Number 0

Bursa (Community/Society)
Bursa C2(a) Total amount invested in the community where the target beneficiaries MYR 86,989.75
are external to the listed issuer
Bursa C2(b) Total number of beneficiaries of the investment in communities Number 15

Bursa (Diversity)
Bursa C3(a) Percentage of employees by gender and age group, for each employee category
Age Group by Employee Category
Management 30 and below Percentage 3.00
Management 31-40 Percentage 27.00
Management 41-50 Percentage 11.00
Management 51 and above Percentage 59.00
Executive 30 and below Percentage 26.00
Executive 31-40 Percentage 36.00
Executive 41-50 Percentage 17.00
Executive 51 and above Percentage 21.00
Non-Executive 30 and below Percentage 22.00
Non-Executive 31-40 Percentage 17.00
Non-Executive 41-50 Percentage 25.00
Non-Executive 51 and above Percentage 36.00
General Workers 30 and below Percentage 56.00
General Workers 31-40 Percentage 27.00
General Workers 41-50 Percentage 14.00
General Workers 51 and above Percentage 3.00
Gender Group by Employee Category
Management Male Percentage 79.00
Management Female Percentage 21.00
Executive Male Percentage 59.00
Executive Female Percentage 41.00
Non-Executive Male Percentage 57.00
Non-Executive Female Percentage 43.00
General Workers Male Percentage 78.00
General Workers Female Percentage 22.00
Bursa C3(b) Percentage of directors by gender and age group
Male Percentage 80.00
Female Percentage 20.00
30 and below Percentage 0.00
31-40 Percentage 10.00
41-50 Percentage 10.00
51 and above Percentage 80.00
 86 Annual Report 2023
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PERFORMANCE DATA TABLE

Indicator Measurement Unit 2023

Bursa (Energy management)
Bursa C4(a) Total energy consumption Megawatt 29,431.70

Bursa (Health and safety)

Bursa C5(a) Number of work-related fatalities Number 0
Bursa C5(b) Lost time incident rate ("LTIR") Rate 0.03
Bursa C5(c) Number of employees trained on health and safety standards Number 203

Bursa (Labour practices and standards)

Bursa C6(a) Total hours of training by employee category
Management Hours 873
Executive Hours 2,956
Non-Executive Hours 435
General Workers Hours 162
Bursa C6(b) Percentage of employees that are contractors or temporary staff Percentage 13.00
Bursa C6(c) Total number of employee turnover by employee category
Management Number 8
Executive Number 31
Non-Executive Number 18
General Workers Number 57
Bursa C6(d) Number of substantiated complaints concerning human rights violations Number 0

Bursa (Supply chain management)

Bursa C7(a) Proportion of spending on local suppliers Percentage 31.12

Bursa (Data privacy and security)

Bursa C8(a) Number of substantiated complaints concerning breaches of customer Number 0
privacy and losses of customer data

Bursa (Water)
Bursa C9(a) Total volume of water used Megalitres 750.257000
 Annual Report 2023 87
GUH HOLDINGS BERHAD

Financial
Statements
88 Directors’ Report 101 Consolidated Statement of Cash Flows

93 Statement by Directors 103 Statement of Financial Position

93 Statutory Declaration 104 Statement of Profit or Loss

94 Independent Auditors’ Report 105 Statement of Comprehensive Income

97 Consolidated Statement of Financial Position 106 Statement of Changes in Equity

98 Consolidated Statement of Profit or Loss 107 Statement of Cash Flows

99 Consolidated Statement of Comprehensive 108 Notes to the Financial Statements

Income

100 Consolidated Statement of Changes in Equity

 88 Annual Report 2023
GUH HOLDINGS BERHAD

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 2023. All values shown in this report are rounded to the nearest thousand (“RM’000”)
unless otherwise indicated.

Principal activities

The principal activities of the Company are those of investment holding and provision of management services to its
subsidiaries. The principal activities and other details of the subsidiaries are disclosed in Note 8 to the financial statements.

Results

Group Company
RM’000 RM’000

(Loss)/Profit for the financial year attributable to:

- Owners of the Company (16,102) 2,210
- Non-controlling interests (140) 0
(16,242) 2,210

Dividends

No dividends were recommended, declared or paid by the Company since the end of the previous financial year.

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 1,088,939 ordinary shares pursuant to its Share Grant Plan (“SGP”). The
details of the SGP are disclosed in Note 26 to the financial statements.

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

Issue of warrants

During the financial year, the Company issued 140,676,879 free warrants to its shareholders on the basis of 1 warrant for
every 2 existing ordinary shares in issue. The details of the warrants are disclosed in Note 26 to the financial statements.

Share options

The Company did not grant any share options during the financial year.
 Annual Report 2023 89
GUH HOLDINGS BERHAD

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.
 90 Annual Report 2023
GUH HOLDINGS BERHAD

DIRECTORS’ REPORT

Directors

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

Directors of the Company

Tan Sri Dato’ Seri H’ng Bok San, JP, PSM, DPPN, DGPN, DSPN, PKT, PJK
Datuk Seri H’ng Bak Tee, DGSM, DPNS, DSPN, PKT, PJM
Dato’ H’ng Bak Seah, DSPN, PJK
Datin Seri H’ng Hsieh Ling
Dato’ Dr. Gan Kong Meng, DSDK, PSPP, SDK, DJN, BCN, SMP, AMK, KMN, PPA, PhD
Teng Chang Yeow
Phoon Yee Min

Directors of subsidiaries (other than directors of the Company)

H’ng Chun Li
Kok Siew Foong
Yew Kim Chong (Resigned on 29.5.2023)
Yam Chong Song

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

Issued/
Name of director At 1.1.2023 Bought Sold At 31.12.2023

Tan Sri Dato’ Seri H’ng Bok San

- Direct 402,794 347,237 0 750,031
- Indirect(a) 32,435,375 0 0 32,435,375
- Indirect(b) 17,401,855 0 0 17,401,855

Datuk Seri H’ng Bak Tee

- Direct 2,118,494 2,743,537 0 4,862,031
- Indirect(b) 1,626,880 133,339 0 1,760,219

Dato’ H’ng Bak Seah

- Direct 2,497,710 0 0 2,497,710

Datin Seri H’ng Hsieh Ling

- Direct 3,598,465 0 0 3,598,465
- Indirect(c) 32,435,375 0 0 32,435,375
 Annual Report 2023 91
GUH HOLDINGS BERHAD

DIRECTORS’ REPORT

Directors’ interests (cont’d)

Number of ordinary shares granted under Share Grant Plan

Name of director At 1.1.2023 Granted Vested Forfeited At 31.12.2023

Tan Sri Dato’ Seri H’ng Bok San

- Direct 986,152 0 (347,237) (638,915) 0

Datuk Seri H’ng Bak Tee

- Direct 986,152 0 (347,237) 0 638,915
- Indirect(b) 888,926 0 (133,339) 0 755,587

Number of warrants over ordinary shares

Name of director At 1.1.2023 Issued Sold At 31.12.2023

Tan Sri Dato’ Seri H’ng Bok San

- Direct 0 375,015 0 375,015
- Indirect(a) 0 16,217,687 0 16,217,687
- Indirect(b) 0 8,700,927 0 8,700,927

Datuk Seri H’ng Bak Tee

- Direct 0 1,542,865 (1,542,865) 0
- Indirect(b) 0 880,109 (880,109) 0

Dato’ H’ng Bak Seah

- Direct 0 1,248,854 0 1,248,854

Datin Seri H’ng Hsieh Ling

- Direct 0 1,799,232 0 1,799,232
- Indirect(c) 0 16,217,687 0 16,217,687

(a) Deemed interest by virtue of shares held by company controlled by family members
(b) Deemed interest by virtue of shares held by family members (who are not directors of the Company)
(c) Deemed interest by virtue of shares held by company in which the director has interest

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 31 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 except for any benefits which may be deemed to have arisen by virtue
of certain related party transactions as disclosed in Note 35 to the financial statements.

Neither during nor at the end of the financial year, was the Company a party to any arrangement, apart from the Share
Grant Plan of the Company, 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.
 92 Annual Report 2023
GUH HOLDINGS BERHAD

DIRECTORS’ REPORT

Indemnity and insurance for directors and officers

There was no indemnity given to any director or officer of the Group or the Company during the financial year. The Group
maintains a liability insurance for certain directors and officers and the insurance costs incurred during the financial year
amounted to RM13,000.

Auditors

The auditors, Crowe Malaysia PLT, have expressed their willingness to continue in office. The auditors’ remuneration is
disclosed in Note 30 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 17 April 2024

Tan Sri Dato’ Seri H’ng Bok San, JP Datuk Seri H’ng Bak Tee
PSM, DPPN, DGPN, DSPN, PKT, PJK DGSM, DPNS, DSPN, PKT, PJM
 Annual Report 2023 93
GUH HOLDINGS BERHAD

STATEMENT BY DIRECTORS

Statement by directors

In the opinion of the directors, the financial statements set out on pages 97 to 162 give a true and fair view of the financial
position of the Group and the Company as at 31 December 2023 and of their financial performance and cash flows for the
financial year then ended in accordance with Malaysian Financial Reporting Standards, IFRS Accounting Standards and
the requirements of the Companies Act 2016 in Malaysia.

Signed in accordance with a resolution of the directors dated 17 April 2024

Tan Sri Dato’ Seri H’ng Bok San, JP Datuk Seri H’ng Bak Tee
PSM, DPPN, DGPN, DSPN, PKT, PJK DGSM, DPNS, DSPN, PKT, PJM

STATUTORY DECLARATION

I, Ng Ling Zte (MIA membership no.: 39875), being the officer primarily responsible for the financial management of GUH
Holdings Berhad, do solemnly and sincerely declare that the financial statements set out on pages 97 to 162 are, to the
best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the declaration to
be true, and by virtue of the Statutory Declarations Act 1960.

Subscribed and solemnly declared by the abovenamed

Ng Ling Zte at George Town in the State of Penang on
this 17 April 2024

Ng Ling Zte
Senior Finance Manager

Before me
Tan Cheng Kuan
No. P195
Commissioner for Oaths
 94 Annual Report 2023
GUH HOLDINGS BERHAD

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF

GUH HOLDINGS BERHAD 196101000062 (4104-W) (Incorporated in Malaysia)

Report on the audit of the financial statements

Opinion

We have audited the financial statements of GUH Holdings Berhad, which comprise the statements of financial position as
at 31 December 2023 of the Group and the Company, and the statements of profit or loss, 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 material accounting policy information, as set out on pages
97 to 162.

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 2023, and of their financial performance and cash flows for the financial year then ended
in accordance with Malaysian Financial Reporting Standards, IFRS Accounting 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 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’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (“IESBA Code”), and we have fulfilled our other ethical responsibilities in
accordance with the By-Laws and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.

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 12 to the Our audit procedures included, among others:
financial statements) • Reviewing the ageing analysis of inventories to identify
slow moving items.
Inventories represent the most significant assets of the • Making inquiries of management regarding the action
Group and mainly consist of development properties. plans to realise slow moving inventories.
Inventories are subject to assessment for any potential • Comparing the proposed selling prices of unsold items
write-down of cost to net realisable value. Such assessment to those of similar sold items.
involves judgements and estimation uncertainty in • Reviewing the feasibility study of future development
considering information about the asset’s value and projects and evaluating the reasonableness thereof by
economic performance as well as the overall property considering the project plans and budgets as well as
market conditions. the prospective market and economic conditions.
• Where comparable selling prices and feasibility study
are not available (for land held for future development),
obtaining the fair valuation performed by professional
valuers and evaluating the appropriateness of their
work as well as their competence, capabilities and
objectivity.
 Annual Report 2023 95
GUH HOLDINGS BERHAD

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF

GUH HOLDINGS BERHAD 196101000062 (4104-W) (Incorporated in Malaysia)

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 information
included in the annual report, but does not include the financial statements of the Group and the Company and our auditors’
report thereon.

Our opinion on the financial statements of the Group and the Company does not cover the other information and we do 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 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, 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.

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, IFRS Accounting 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.
 96 Annual Report 2023
GUH HOLDINGS BERHAD

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF

GUH HOLDINGS BERHAD 196101000062 (4104-W) (Incorporated in Malaysia)

• 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.

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, actions taken to eliminate threats or safeguards applied.

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 the subsidiaries of which we
have not acted as auditors are disclosed in Note 8 to the financial statements.

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 Malaysia PLT Eddy Chan Wai Hun

201906000005 (LLP0018817-LCA) & AF 1018 02182/10/2025 J
Chartered Accountants Chartered Accountant

Date: 17 April 2024

Penang
 Annual Report 2023 97
GUH HOLDINGS BERHAD

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2023

2023 2022
Note RM’000 RM’000

Non-current assets
Property, plant and equipment 4 104,103 104,994
Investment properties 5 38,940 39,907
Right-of-use assets 6 24,483 24,606
Goodwill 7 1,392 0
Investment in associate 9 10,538 11,058
Investment in joint venture 10 20,806 20,968
Other investments 11 3,064 6,043
Inventories 12 174,019 167,459
Prepayments 1,227 1,393
Deferred tax assets 13 1,062 962
379,634 377,390

Current assets
Inventories 12 89,741 94,617
Biological assets 14 134 146
Contract costs 15 1,171 372
Contract assets 16 6,059 5,698
Receivables 17 35,039 38,291
Derivatives 18 152 9
Prepayments 609 1,405
Current tax assets 2,857 2,609
Cash and cash equivalents 19 80,707 90,329
216,469 233,476

Current liabilities
Contract liabilities 16 5,096 5,555
Payables 20 42,537 46,513
Loans and borrowings 21 14,756 25,291
Lease liabilities 22 353 215
Financial guarantee contracts 23 4,507 4,507
Current tax liabilities 1,578 1,470
68,827 83,551
Net current assets 147,642 149,925

Non-current liabilities
Deferred tax liabilities 13 8,288 8,232
Loans and borrowings 21 42,439 27,561
Lease liabilities 22 627 167
Retirement benefits 24 6,585 8,824
Deferred income on government grants 25 671 0
58,610 44,784

Net assets 468,666 482,531

Equity
Share capital 26 279,596 279,084
Treasury shares 26 0 (148)
Statutory reserve 13,960 13,960
Share grant reserve 511 991
Currency translation reserve 39,844 38,615
Retained profits 134,632 150,054
Equity attributable to owners of the Company 468,543 482,556
Non-controlling interests 27 123 (25)
Total equity 468,666 482,531

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

 98 Annual Report 2023
GUH HOLDINGS BERHAD

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

2023 2022
Note RM’000 RM’000

Revenue 28 227,807 275,842

Cost of goods sold (208,534) (250,447)

Gross profit 19,273 25,395

Other income 7,114 5,108

Administrative expenses (29,938) (17,926)

Distribution expenses (3,666) (3,902)

Finance costs (2,836) (1,707)

Impairment losses on financial assets 29 0 (30)

Loss on derecognition of financial assets measured at amortised cost (8) 0

Other expenses (1,272) (5,212)

Share of associate’s loss (2,084) (565)

Share of joint venture’s loss (162) (99)

(Loss)/Profit before tax 30 (13,579) 1,062

Tax expense 32 (2,663) (5,350)

Loss for the financial year (16,242) (4,288)

Loss for the financial year attributable to:

- Owners of the Company (16,102) (4,282)
- Non-controlling interests 27 (140) (6)
(16,242) (4,288)

Loss per share: 33

- Basic (sen) (5.73) (1.53)
- Diluted (sen) (5.73) (1.53)

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

 Annual Report 2023 99
GUH HOLDINGS BERHAD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

2023 2022
RM’000 RM’000

Loss for the financial year (16,242) (4,288)

Other comprehensive income:

Item that will not be reclassified to profit or loss:

- Remeasurement of defined benefit liability 766 0
Items that may be reclassified subsequently to profit or loss:
- Currency translation differences for foreign operations 749 (2,473)
- Share of associate’s other comprehensive income 480 (430)

Total other comprehensive income for the financial year 1,995 (2,903)

Comprehensive income for the financial year (14,247) (7,191)

Comprehensive income for the financial year attributable to:

- Owners of the Company (14,107) (7,185)
- Non-controlling interests (140) (6)
(14,247) (7,191)

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

 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

Non-distributable Distributable
Equity
Statutory Share Currency attributable Non-
100

Share Treasury reserve grant translation Retained to owners of controlling Total

capital shares (Note (i)) reserve reserve profits the Company interests equity
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2022 277,992 (148) 13,960 1,576 41,518 154,336 489,234 (19) 489,215

Currency translation differences for foreign operations 0 0 0 0 (2,473) 0 (2,473) 0 (2,473)

Share of associate's other comprehensive income 0 0 0 0 (430) 0 (430) 0 (430)
Annual Report 2023

Total other comprehensive income for the financial year 0 0 0 0 (2,903) 0 (2,903) 0 (2,903)
Loss for the financial year 0 0 0 0 0 (4,282) (4,282) (6) (4,288)
Comprehensive income for the financial year 0 0 0 0 (2,903) (4,282) (7,185) (6) (7,191)
GUH HOLDINGS BERHAD

Share-based payments 0 0 0 507 0 0 507 0 507

Issue of shares pursuant to Share Grant Plan 1,092 0 0 (1,092) 0 0 0 0 0
Total transactions with owners 1,092 0 0 (585) 0 0 507 0 507

At 31 December 2022 279,084 (148) 13,960 991 38,615 150,054 482,556 (25) 482,531

Acquisition of subsidiary 0 0 0 0 0 0 0 288 288

Remeasurement of defined benefit liability 0 0 0 0 0 766 766 0 766

Currency translation differences for foreign operations 0 0 0 0 749 0 749 0 749
Share of associate's other comprehensive income 0 0 0 0 480 0 480 0 480
Total other comprehensive income for the financial year 0 0 0 0 1,229 766 1,995 0 1,995
Loss for the financial year 0 0 0 0 0 (16,102) (16,102) (140) (16,242)
Comprehensive income for the financial year 0 0 0 0 1,229 (15,336) (14,107) (140) (14,247)

Resale of treasury shares 0 148 0 0 0 (86) 62 0 62

Share-based payments 0 0 0 32 0 0 32 0 32
Issue of shares pursuant to Share Grant Plan 512 0 0 (512) 0 0 0 0 0
Total transactions with owners 512 148 0 (480) 0 (86) 94 0 94

At 31 December 2023 279,596 0 13,960 511 39,844 134,632 468,543 123 468,666

Note (i) - This represents the cumulative 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.

 Annual Report 2023 101
GUH HOLDINGS BERHAD

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

2023 2022
Note RM’000 RM’000

Cash flows from operating activities

(Loss)/Profit before tax (13,579) 1,062
Adjustments for:
Amortisation of deferred income (186) 0
Amortisation of financial guarantee contract 0 (183)
Depreciation 15,811 15,316
Dividend income (64) (101)
Fair value changes in biological assets 12 79
Fair value (gains)/losses on financial instruments (2,184) 2,638
Gain on disposal of associate 0 (19)
Gain on disposal of right-of-use assets (54) 0
Impairment losses on financial assets 0 30
Interest expense 2,836 1,707
Interest income (1,831) (1,224)
Inventories written down 561 453
Loss on derecognition of financial assets 8 0
Loss/(Gain) on disposal of property, plant and equipment 322 (76)
Property, plant and equipment written off 10 0
Provision for retirement benefits 1,032 776
Reversal of inventories written down (309) (373)
Share-based payments 32 507
Share of associate’s loss 2,084 565
Share of joint venture’s loss 162 99
Unrealised gain on foreign exchange (437) (801)
Operating profit before working capital changes 4,226 20,455
Changes in:
Inventories (1,633) 8,971
Contract costs (799) (372)
Contract assets (361) (946)
Receivables 2,743 13,766
Derivatives 9 0
Prepayments 1,009 (859)
Contract liabilities (459) (678)
Payables (4,169) (14,214)
Cash generated from operations 566 26,123
Retirement benefits paid (2,505) 0
Tax paid (3,113) (7,734)
Tax refunded 148 23
Net cash (used in)/from operating activities (4,904) 18,412

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

 102 Annual Report 2023
GUH HOLDINGS BERHAD

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023 (cont’d)

2023 2022
Note RM’000 RM’000

Cash flows from investing activities

Acquisition of property, plant and equipment (14,149) (14,619)
Acquisition of right-of-use assets 34 (191) (11)
Acquisition of subsidiaries, net of cash acquired 8 (1,087) 0
Additions of investment properties 0 (542)
Additions of other investments 0 (8,728)
Dividends received 64 122
Government grants received 857 0
Interest and fund distributions received 1,867 1,262
Proceeds from disposal of associate 0 1,186
Proceeds from disposal of other investments 4,975 0
Proceeds from disposal of property, plant and equipment 1,907 457
Proceeds from disposal of right-of-use assets 708 0
Subscription for shares in associate (1,084) (5,937)
Net cash used in investing activities (6,133) (26,810)

Cash flows from financing activities

(Decrease)/Increase in short-term loans and borrowings (net) 34 (12,209) 13,149
Drawdown of term loans 34 20,141 4,999
Interest paid (2,816) (1,710)
Payment of lease liabilities 34 (985) (281)
Resale of treasury shares 62 0
Repayment of term loans 34 (3,199) (1,387)
Net cash from financing activities 994 14,770

Currency translation differences 421 (5)

Net (decrease)/increase in cash and cash equivalents (9,622) 6,367

Cash and cash equivalents brought forward 90,309 83,942

Cash and cash equivalents carried forward 19 80,687 90,309

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

 Annual Report 2023 103
GUH HOLDINGS BERHAD

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2023

2023 2022
Note RM’000 RM’000

Non-current assets
Property, plant and equipment 4 57 59
Investment properties 5 23,125 23,125
Right-of-use assets 6 647 57
Investments in subsidiaries 8 212,496 212,118
Investment in joint venture 10 4,507 4,507
Other investments 11 3,064 6,043
Receivables 17 193,585 189,994
437,481 435,903

Current assets
Receivables 17 19,822 21,197
Prepayments 35 37
Current tax assets 1 1
Cash and cash equivalents 19 10,475 10,596
30,333 31,831

Current liabilities
Payables 20 5,163 6,410
Lease liabilities 22 108 49
Financial guarantee contracts 23 4,507 4,507
9,778 10,966
Net current assets 20,555 20,865

Non-current liabilities
Deferred tax liabilities 13 1,099 1,099
Lease liabilities 22 446 9
Retirement benefits 24 6,585 8,824
8,130 9,932

Net assets 449,906 446,836

Equity
Share capital 26 279,596 279,084
Treasury shares 26 0 (148)
Share grant reserve 511 991
Retained profits 169,799 166,909
Total equity 449,906 446,836

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

 104 Annual Report 2023
GUH HOLDINGS BERHAD

STATEMENT OF PROFIT OR LOSS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

2023 2022
Note RM’000 RM’000

Revenue 28 12,462 12,893

Cost of services rendered (7,778) (8,609)

Gross profit 4,684 4,284

Other income 2,683 772

Administrative expenses (3,603) (1,920)

Finance costs (13) (4)

Impairment (losses)/gains on financial assets 29 (822) 335

Other expenses (716) (5,459)

Profit/(Loss) before tax 30 2,213 (1,992)

Tax expense 32 (3) 0

Profit/(Loss) for the financial year 2,210 (1,992)

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

 Annual Report 2023 105
GUH HOLDINGS BERHAD

STATEMENT OF COMPREHENSIVE INCOME

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

2023 2022
RM’000 RM’000

Profit/(Loss) for the financial year 2,210 (1,992)

Other comprehensive income:

Item that will not be reclassified to profit or loss:

- Remeasurement of defined benefit liability 766 0

Total other comprehensive income for the financial year 766 0

Comprehensive income for the financial year 2,976 (1,992)

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

 106 Annual Report 2023
GUH HOLDINGS BERHAD

STATEMENT OF CHANGES IN EQUITY

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

Non-
distributable Distributable
Share Treasury Share grant Retained Total
capital shares reserve profits equity
RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2022 277,992 (148) 1,576 168,901 448,321

Loss (representing comprehensive income)

for the financial year 0 0 0 (1,992) (1,992)

Share-based payments 0 0 507 0 507

Issue of shares pursuant to Share Grant
Plan 1,092 0 (1,092) 0 0
Total transactions with owners 1,092 0 (585) 0 507

At 31 December 2022 279,084 (148) 991 166,909 446,836

Remeasurement of defined benefit liability

(representing total other comprehensive
income for the financial year) 0 0 0 766 766
Profit for the financial year 0 0 0 2,210 2,210
Comprehensive income for the financial
year 0 0 0 2,976 2,976

Resale of treasury shares 0 148 0 (86) 62

Share-based payments 0 0 32 0 32
Issue of shares pursuant to Share Grant
Plan 512 0 (512) 0 0
Total transactions with owners 512 148 (480) (86) 94

At 31 December 2023 279,596 0 511 169,799 449,906

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

 Annual Report 2023 107
GUH HOLDINGS BERHAD

STATEMENT OF CASH FLOWS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

2023 2022
Note RM’000 RM’000

Cash flows from operating activities

Profit/(Loss) before tax 2,213 (1,992)
Adjustments for:
Amortisation of financial guarantee contract 0 (183)
Depreciation 146 124
Dividend income (6,064) (6,501)
Fair value (gains)/losses on financial instruments (2,032) 2,647
Gain on disposal of right-of-use assets (54) 0
Impairment loss on investments in subsidiaries 0 2,092
Impairment losses/(gains) on financial assets 822 (335)
Interest expense 13 4
Interest income (249) (180)
Loss/(Gain) on disposal of property, plant and equipment 1 (302)
Provision for retirement benefits 1,032 776
Reversal of impairment loss on investments in subsidiaries (337) 0
Share-based payments (9) 378
Unrealised gain on foreign exchange (7) (8)
Operating loss before working capital changes (4,525) (3,480)
Changes in:
Receivables (3,438) 7,149
Prepayments 2 (8)
Payables (1,247) (9,751)
Cash absorbed by operations (9,208) (6,090)
Retirement benefits paid (2,505) 0
Tax paid (3) 0
Net cash used in operating activities (11,716) (6,090)

Cash flows from investing activities

Acquisition of property, plant and equipment (25) (31)
Acquisition of right-of-use assets 34 (190) 0
Additions of other investments 0 (8,728)
Dividends received 6,464 6,101
Interest and fund distributions received 285 218
Proceeds from disposal of other investments 4,975 0
Proceeds from disposal of property, plant and equipment 1 302
Proceeds from disposal of right-of-use assets 708 0
Net cash from/(used in) investing activities 12,218 (2,138)

Cash flows from financing activities

Interest paid (13) (4)
Payment of lease liabilities 34 (679) (85)
Reissue of treasury shares 62 0
Net cash used in financing activities (630) (89)

Currency translation differences 7 8

Net decrease in cash and cash equivalents (121) (8,309)

Cash and cash equivalents brought forward 10,596 18,905

Cash and cash equivalents carried forward 19 10,475 10,596

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

 108 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

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 provision of management services to its
subsidiaries. The principal activities of the subsidiaries are disclosed in Note 8.

The registered office and principal place of business of the Company are located at Part of Plot 1240 & 1241, Bayan
Lepas Free Industrial Zone, Phase 3, Bayan Lepas, 11900 Penang, Malaysia.

The consolidated financial statements set out on pages 97 to 102 together with the notes thereto cover the Company
and its subsidiaries (“Group”) and the Group’s interests in associate and joint venture. The separate financial
statements of the Company set out on pages 103 to 107 together with the notes thereto cover the Company solely.

The presentation currency of the financial statements is Ringgit Malaysia (“RM”) and all values are rounded to the
nearest thousand (“RM’000”) unless otherwise indicated.

The financial statements were authorised for issue in accordance with a resolution of the directors dated 17 April 2024.

2. Material accounting policy information

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 material accounting policy
information, and in accordance with Malaysian Financial Reporting Standards (“MFRSs”), IFRS Accounting
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 on or
MFRS after

MFRS 17 Insurance Contracts 1 January 2023

Amendments to MFRS 17 Insurance Contracts 1 January 2023
Amendment to MFRS 17 Initial Application of MFRS 17 and MFRS 9 - Comparative 1 January 2023
Information
Amendments to MFRS 101 Disclosure of Accounting Policies 1 January 2023
Amendments to MFRS 108 Definition of Accounting Estimates 1 January 2023
Amendments to MFRS 112 Deferred Tax related to Assets and Liabilities arising from a 1 January 2023
Single Transaction
Amendments to MFRS 112 International Tax Reform - Pillar Two Model Rules 1 January 2023

The initial application of the above MFRSs did not have any significant impacts on the financial statements.
 Annual Report 2023 109
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

2. Material accounting policy information (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 on or
MFRS (issued as at the end of the reporting period) after

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 16 Lease Liability in a Sale and Leaseback 1 January 2024
Amendments to MFRS 101 Classification of Liabilities as Current or Non-current 1 January 2024
Amendments to MFRS 101 Non-current Liabilities with Covenants 1 January 2024
Amendments to MFRS 107 and MFRS 7 Supplier Finance Arrangements 1 January 2024
Amendments to MFRS 121 Lack of Exchangeability 1 January 2025

Management foresees that the initial application of the above MFRSs will not have any significant impacts on
the financial statements.

2.2 Business combinations

A business combination is a transaction or other event in which an acquirer obtains control of one or more
businesses. A business is an integrated set of activities and assets that is capable of being conducted and
managed for the purpose of providing goods or services to customers, generating investment income (such
as dividends or interest) or generating other income from ordinary activities. If the assets acquired are not a
business, the transaction or other event is accounted for as an asset acquisition.

Business combinations are accounted for 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.
 110 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

2. Material accounting policy information (cont’d)

2.2 Business combinations (cont’d)

Goodwill is recognised as an asset at the aforementioned amount less accumulated impairment losses, if any.
The impairment policy is disclosed in Note 2.10. When the above (b) exceeds (a), the excess represents a
bargain purchase gain and, after reassessment, is recognised in profit or loss.

2.3 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.

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.

2.4 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 2.10.

Freehold land and capital work-in-progress are not depreciated. Bearer plants, which represent the capitalised
costs on new planting and replanting of oil palm, are depreciated on a straight-line basis over the estimated
useful life of the oil palm of 20 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:

Buildings 2% - 5%
Plant and machinery 10% - 20%
Furniture, fittings and office equipment 5% - 50%
Motor vehicles 20% - 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.
 Annual Report 2023 111
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

2. Material accounting policy information (cont’d)

2.5 Investment properties

Investment property is property held (by the owner or the lessee as a right-of-use asset) to earn rentals
or for capital appreciation or both. Investment property is stated at cost less accumulated depreciation and
accumulated impairment losses, if any. The impairment policy is disclosed in Note 2.10.

Freehold land is not depreciated. Buildings are depreciated on a straight-line basis over their estimated useful
lives of 33 to 50 years.

2.6 Leases

A lease is a contract, or part of a contract, that conveys the right to use an asset for a period of time in
exchange for consideration.

Lessor accounting

When the Group or the Company acts as a lessor, it classifies each lease as either an operating lease or a
finance lease. A finance lease transfers substantially all the risks and rewards incidental to ownership of an
underlying asset to the lessee, whereas an operating lease does not.

Lease payments from operating leases are recognised as income on a straight-line basis over the lease term.
The Group and the Company have not entered into any finance lease.

Lessee accounting

Initial recognition and measurement

When the Group or the Company acts as a lessee, it recognises 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) at
the commencement date. The Group and the Company have elected not to apply such recognition principle to
short-term leases (which have a lease term of 12 months or less) and leases of low-value assets. The lease
payments associated with those leases are recognised as an expense on a straight-line basis over the lease
term.

A right-of-use asset is initially recognised at cost, which comprises the initial amount of lease liability, any lease
payments made at or before the commencement date (less any lease incentives), any initial direct costs and
any estimated dismantling, removing and restoring costs.

A lease liability is initially recognised at the present value of the unpaid lease payments, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily determined, the lessee’s incremental borrowing
rate. The unpaid lease payments included in the measurement of lease liability comprise fixed payments (less
any lease incentives), variable lease payments linked to an index or a rate, expected amounts payable under
residual value guarantees, the exercise price of a purchase option reasonably certain to be exercised and the
penalties of a termination option reasonably certain to be exercised.
 112 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

2. Material accounting policy information (cont’d)

2.6 Leases (cont’d)

Lessee accounting (cont’d)

Subsequent measurement

A right-of-use asset is subsequently measured at cost less accumulated depreciation and accumulated
impairment losses, if any, and adjusted for any remeasurement of lease liability. The impairment policy is
disclosed in Note 2.10.

If the lease transfers ownership of the underlying asset to the lessee by the end of the lease term or if the cost
of the right-of-use asset reflects that a purchase option will be exercised, the right-of-use asset is depreciated
on a straight-line basis from the commencement date to the end of its useful life. Otherwise, the right-of-use
asset is depreciated from the commencement date to the earlier of the end of its useful life or the end of the
lease term.

A lease liability is subsequently measured at amortised cost, and remeasured to reflect any reassessment
(arising from changes to the lease payments) or lease modifications.

2.7 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 2.10.

2.8 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 investment is assessed for any objective evidence of impairment. If any such evidence exists, the carrying
amount of the investment is tested for impairment in accordance with Note 2.10.

2.9 Investment in joint venture

A joint venture is a joint arrangement whereby the joint venturers that have joint control of the arrangement
have rights to the net assets of the arrangement. Joint control is the contractually agreed sharing of control of
an arrangement, which exists only when decisions about the relevant activities require the unanimous consent
of the joint venturers sharing control.

In the consolidated financial statements, investment in joint venture 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 investment is assessed for any objective evidence of impairment. If any such evidence exists, the carrying
amount of the investment is tested for impairment in accordance with Note 2.10.

In the separate financial statements of the Company, investment in joint venture is stated at cost less impairment
losses, if any. The impairment policy is disclosed in Note 2.10.
 Annual Report 2023 113
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

2. Material accounting policy information (cont’d)

2.10 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 deferred tax assets, biological assets stated at fair value less costs of disposal,
inventories, contract costs and contract assets, 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.

2.11 Biological assets

Biological assets (excluding bearer plants but including the produce growing thereon) and agricultural produce
harvested therefrom are measured at fair value less costs of disposal. Any gain or loss arising from initial
recognition at or a change in the fair value less costs of disposal is recognised in profit or loss.

2.12 Inventories

Property development

Inventories are valued at the lower of cost (determined principally on the specific identification basis) and net
realisable value. Cost consists of costs associated with the acquisition of land, costs that relate directly to
a specific development project and other costs attributable to development activities in general and can be
allocated to the project. 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.

Land held for property development is classified as non-current assets. It is transferred to property development
costs under current assets when development activities have commenced and are expected to be completed
within the normal operating cycle. Property development costs attributable to development units sold are
recognised in profit or loss on a systematic basis that is consistent with the recognition of related revenue
as disclosed in Note 2.20. Upon completion of development project, costs attributable to unsold units are
transferred to completed development units.

Materials and goods

Inventories 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.
 114 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

2. Material accounting policy information (cont’d)

2.13 Contract costs

The incremental costs of obtaining a contract and costs incurred in fulfilling the contract (other than inventories)
are recognised as an asset if those costs are expected to be recovered. The asset is amortised on a systematic
basis that is consistent with the recognition of related revenue as disclosed in Note 2.20. When the carrying
amount of the asset exceeds the remaining amount of consideration expected to be received in exchange
for the goods or services less the related costs that have not been recognised as expenses, the excess
represents an impairment loss and is recognised in profit or loss. As a practical expedient, the incremental
costs of obtaining a short-term contract of which the amortisation period is one year or less are recognised as
an expense when incurred.

2.14 Contract assets and contract liabilities

A contract is presented in the statement of financial position as a contract asset or a contract liability, depending
on the relationship between the entity’s performance and the customer’s payment. A contract asset is an
entity’s right to consideration in exchange for goods or services transferred to a customer when that right is
conditioned on something other than the passage of time. The asset is subject to impairment assessment on
the same basis as trade receivables as disclosed in Note 2.15. A contract liability is an entity’s obligation to
transfer goods or services to a customer for which the entity has received consideration (or the amount is due)
from the customer.

2.15 Financial assets

Financial assets of the Group and the Company consist of investments in equity instruments, receivables,
derivatives and cash and cash equivalents.

Initial 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. Trade receivables
that do not contain a significant financing component are initially recognised at their transaction price (as
defined in Note 2.20). Other financial assets are initially recognised at fair value plus, in the case of a financial
asset not at fair value through profit or loss, transaction costs.

Subsequent measurement

Financial assets are subsequently measured at amortised cost, fair value through other comprehensive income
or fair value through profit or loss in accordance with their classification on the basis of both the business
model within which they are held and their contractual cash flow characteristics.

(i) Amortised cost

A financial asset is measured at amortised cost if it is held within a business model whose objective is
to hold financial assets to collect contractual cash flows and the contractual terms give rise on specified
dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
All receivables, cash and bank balances and term deposits are classified under this category. Any gain
or loss is recognised in profit or loss when the financial asset is derecognised, reclassified, through the
amortisation process or in order to recognise impairment gains or losses.
 Annual Report 2023 115
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

2. Material accounting policy information (cont’d)

2.15 Financial assets (cont’d)

Subsequent measurement (cont’d)

(ii) Fair value through other comprehensive income

A financial asset is measured at fair value through other comprehensive income if it is held within a
business model whose objective is to both collect contractual cash flows and sell financial assets and
the contractual terms give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding. The Group and the Company do not have any financial
assets classified under this category.

(iii) Fair value through profit or loss

A financial asset is measured at fair value through profit or loss if it does not meet the criteria to be
measured at amortised cost or fair value through other comprehensive income. All investments in equity
instruments, derivatives and short-term funds are classified under this category. Any gain or loss is
recognised in profit or loss.

Impairment

At each reporting date, the Group and the Company recognise a loss allowance for expected credit losses
on a financial asset measured at amortised cost. The loss allowance is measured at an amount equal to the
lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial
recognition. If the credit risk has not increased significantly since initial recognition, the loss allowance is
measured at an amount equal to 12-month expected credit losses. Any adjustment to the loss allowance is
recognised in profit or loss as an impairment gain or loss.

Irrespective of whether there is any significant increase in credit risk since initial recognition, the loss allowance
for trade receivables is always measured at an amount equal to lifetime expected credit losses using the
simplified approach in accordance with MFRS 9 Financial Instruments. Such lifetime expected credit losses
are calculated using a provision matrix based on historical credit loss experience and adjusted for reasonable
and supportable forward-looking information that is available without undue cost or effort.

The expected credit losses for a credit-impaired financial asset are measured as the difference between the
asset’s gross carrying amount and the present value of estimated future cash flows discounted at the asset’s
original effective interest rate. The gross carrying amount of a credit-impaired financial asset is directly written
off when there is no reasonable expectation of recovery.

Derecognition

A financial asset is derecognised when, and only when, the contractual rights to the cash flows from the
financial asset expire or all the risks and rewards of ownership are substantially transferred. A direct write-off
of gross carrying amount when there is no reasonable expectation of recovering a financial asset constitutes
a derecognition event.

2.16 Financial liabilities

Financial liabilities of the Group and the Company consist of payables, loans and borrowings, derivatives and
financial guarantee contracts.
 116 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

2. Material accounting policy information (cont’d)

2.16 Financial liabilities (cont’d)

Initial 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 minus, in the case of a financial liability not at fair value through profit or loss,
transaction costs.

Subsequent measurement

All payables and loans and borrowings are subsequently measured at amortised cost. Any gain or loss is
recognised in profit or loss when the financial liability is derecognised and through the amortisation process.

Derivatives are subsequently measured at fair value through profit or loss. Any gain or loss is recognised in
profit or loss.

Financial guarantee contracts are subsequently measured at the higher of the amount of loss allowance and
the amount initially recognised less any cumulative income recognised.

Derecognition

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

2.17 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.

Any goodwill and fair value adjustments arising from the acquisition of a foreign operation are treated as
assets and liabilities of the foreign operation to be expressed in its functional currency and translated into the
presentation currency using the closing rate.
 Annual Report 2023 117
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

2. Material accounting policy information (cont’d)

2.18 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 or cancelled, the cost of
the shares distributed or cancelled is applied in the reduction of distributable reserves. When treasury shares
are resold in the open market, any excess of sale consideration over the cost of the shares resold is adjusted
to share capital, whereas any deficit is applied in the reduction of distributable reserves.

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.

2.19 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 or a
combination thereof:

(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.

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.
 118 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

2. Material accounting policy information (cont’d)

2.19 Fair value measurement (cont’d)

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).

The fair values of fresh fruit bunches (“FFBs”) growing on oil palm trees are measured by multiplying the
estimated quantities of FFBs of different age attributes by the observable current market prices of harvested
FFBs prorated using a linear interpolation (i.e. Level 2).

Financial assets and financial liabilities

The carrying amounts of receivables, cash and bank balances, term deposits, 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 values of quoted investments are directly measured using their unadjusted closing prices in active
markets (i.e. Level 1).

The fair values of derivatives and short-term funds are directly measured using their unadjusted market values
quoted by financial institutions (i.e. Level 1).

The fair value of financial guarantee contract, being the expected cash shortfall resulting from a credit event, is
measured at the present value of the guarantee amount multiplied by the probability of default. The probability
of default is estimated using credit rating methodologies on a non-proprietary approach to maximise the use of
observable market and external data (i.e. Level 2).

2.20 Revenue from contracts with customers

The Group and the Company recognise revenue (by applying the following steps) to depict the transfer of
promised goods or services to customers at the transaction price.

(i) Step 1: Identify contract - A contract is an agreement between two or more parties that creates enforceable
rights and obligations.

(ii) Step 2: Identify performance obligations - Each promise to transfer distinct goods or services is identified
as a performance obligation and accounted for separately.

(iii) Step 3: Determine transaction price - The transaction price is the amount of consideration to which an
entity expects to be entitled in exchange for transferring promised goods or services to a customer. It
is adjusted for the effects of variable consideration (e.g. discounts, rebates, incentives or penalties),
significant financing component, non-cash consideration and consideration payable to customer.

(iv) Step 4: Allocate transaction price to performance obligations - The transaction price is allocated to each
performance obligation on the basis of the relative (estimated) stand-alone selling prices of each distinct
good or service promised in the contract.
 Annual Report 2023 119
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

2. Material accounting policy information (cont’d)

2.20 Revenue from contracts with customers (cont’d)

(v) Step 5: Recognise revenue - Revenue is recognised when (or as) the entity satisfies a performance
obligation by transferring a promised good or service to a customer (which is when the customer obtains
control of that good or service). Revenue is recognised either over time or at a point in time depending on
the timing of transfer of control.

Sale of goods

The Group determines that the transfer of control of promised goods generally coincides with the transfer of
risks and rewards of ownership. Accordingly, revenue from the sale of goods is recognised at a point in time
when the significant risks and rewards of ownership have been transferred to the customer upon delivery.

Sale of agricultural produce

The Group determines that the transfer of control of promised agricultural produce generally coincides with
the transfer of risks and rewards of ownership. Accordingly, revenue from the sale of agricultural produce is
recognised at a point in time when the significant risks and rewards of ownership have been transferred to the
customer upon delivery.

Rendering of services

The Company determines that the transfer of control of promised services generally coincides with the
Company’s performance as the customer simultaneously receives and consumes the benefits of the
performance as the Company performs. Accordingly, revenue from the rendering of services is recognised over
time when the services are performed. The Company measures the progress towards complete satisfaction of
the performance obligation using an output method, i.e. time elapsed.

Property development

For sale of properties under development, the Group determines that the transfer of control generally coincides
with the Group’s performance as the performance does not create an asset with an alternative use to the
Group and the Group has an enforceable right to payment for performance completed to date. Accordingly,
revenue is recognised over time during the development period. The Group measures the progress towards
complete satisfaction of the performance obligation using an input method, i.e. costs incurred relative to the
total expected costs. The effects of any costs incurred that do not depict the Group’s performance are excluded
from the calculation.

Sale of development land and completed development units

For sale of development land and completed development units, the Group determines that the transfer of
control generally coincides with the delivery of vacant possession. Accordingly, revenue is recognised at a
point in time when the vacant possession has been delivered to the customer.

Construction contracts

The Group determines that the transfer of control of promised services generally coincides with the Group’s
performance as the performance creates or enhances an asset that the customer controls as the asset is
created or enhanced. Accordingly, revenue from construction contracts is recognised over time during the
construction period. The Group measures the progress towards complete satisfaction of the performance
obligation using an input method, i.e. costs incurred relative to the total expected costs. The effects of any
costs incurred that do not depict the Group’s performance are excluded from the calculation.
 120 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

2. Material accounting policy information (cont’d)

2.21 Other income

Dividend income is recognised in profit or loss only when the entity’s right to receive payment of the dividend
is established, it is probable that the economic benefits associated with the dividend will flow to the entity and
the amount of the dividend can be measured reliably.

Interest income for financial assets measured at amortised cost is recognised in profit or loss using the effective
interest method. Interest or fund distribution income for financial assets measured at fair value through profit or
loss is included in their net fair value gains or losses.

Operating lease income is recognised in profit or loss on a straight-line basis over the lease term.

2.22 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 profit or loss.

2.23 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 the cost of an asset, 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 subsidiaries make contributions to their respective countries’
statutory pension schemes. Contributions to defined contribution plans are recognised in profit or loss or
included in the cost of an asset, where appropriate, in the period in which the associated services are rendered
by the employee.

Defined benefit plans

The Group and the Company operate an unfunded final salary defined benefit plan for certain key management
personnel. The liability in respect of the defined benefit plan is the present value of the future benefits that the
key management personnel have earned in return for their services rendered in the current and prior periods.
The calculation is performed using the projected unit credit method, with actuarial valuations being carried
out with sufficient regularity at an interval of not more than three years such that the amounts recognised
in the financial statements do not differ materially from the amounts that would be determined at the end of
the reporting period. All components of defined benefit costs are recognised in profit or loss in the period in
which they are incurred, except for remeasurement of the defined benefit liability which is recognised in other
comprehensive income.
 Annual Report 2023 121
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

2. Material accounting policy information (cont’d)

2.23 Employee benefits (cont’d)

Share-based payments

The Share Grant Plan of the Company grants the Group’s eligible employees shares in the Company upon
satisfying specified vesting conditions. 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 grant reserve. The total amount to be recognised is determined by reference to the
fair value of the shares at grant date and the estimated number of shares expected to vest on vesting date.

Termination benefits

Termination benefits are recognised in profit or loss at the earlier of when the Group can no longer withdraw
an offer of those benefits and when it recognises any related restructuring costs.

2.24 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.

2.25 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, at the time of the transaction, affects neither accounting nor taxable results and does not give rise to equal
taxable and deductible temporary differences.

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.

2.26 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, if any.
 122 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

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

Inventories are subject to assessment for any potential write-down of cost to net realisable value. Such assessment
involves judgements and estimation uncertainty in considering information about the asset’s value and economic
performance as well as the overall property market conditions. Any changes in these accounting estimates will result
in revisions to the valuation of inventories (Note 12).

Property development

The Group recognises property development revenue over time by measuring the progress towards complete
satisfaction of the performance obligation. Property development costs and incremental costs of obtaining the contract
are also recognised in profit or loss on a systematic basis that is consistent with the recognition of related revenue.
These procedures involve judgements and estimation uncertainty in predicting the outcome of the performance
obligation based on past experience, work of experts and continuous monitoring mechanism. Any changes in these
accounting estimates will affect the carrying amounts of inventories (Note 12), contract costs (Note 15), contract
assets and contract liabilities (Note 16).

Construction contracts

The Group considers the effects of variable consideration in determining the transaction price of a performance
obligation satisfied over time, and recognises revenue accordingly by measuring the progress towards complete
satisfaction of the performance obligation. These procedures involve judgements and estimation uncertainty in
predicting the outcome of the performance obligation based on past experience, work of experts and continuous
monitoring mechanism. Any changes in these accounting estimates will affect the carrying amounts of contract assets
and contract liabilities (Note 16).

Impairment of contract assets and receivables

The Group and the Company recognise loss allowance for expected credit losses on contract assets and receivables
based on an assessment of credit risk. Such assessment involves judgements and estimation uncertainty in analysing
information about past events, current conditions and forecasts of future economic conditions. Any changes in these
accounting estimates will affect the carrying amounts of contract assets (Note 16) and receivables (Note 17).
 Annual Report 2023 123
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

4. Property, plant and equipment

Group

Furniture,
fittings Capital
Freehold Plant and and office Motor Bearer work-in-
land Buildings machinery equipment vehicles plants progress Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Cost
At 1 January 2022 21,193 64,859 228,467 9,451 5,423 804 1,830 332,027
Additions 0 1,046 12,025 151 929 0 468 14,619
Disposals/Write-offs 0 (22) (5,253) (104) (888) 0 0 (6,267)
Transfer from right-of-use assets 0 0 0 0 600 0 0 600
Currency translation differences 0 (1,265) (3,208) (126) (13) 0 0 (4,612)
At 31 December 2022 21,193 64,618 232,031 9,372 6,051 804 2,298 336,367
Acquisition of subsidiary 0 0 0 133 0 0 0 133
Additions 0 1,016 10,290 337 1,656 0 850 14,149
Disposals/Write-offs 0 0 (15,415) (41) (1,504) 0 0 (16,960)
Reclassifications 0 0 844 845 0 0 (1,689) 0
Currency translation differences 0 665 1,879 77 8 0 0 2,629
At 31 December 2023 21,193 66,299 229,629 10,723 6,211 804 1,459 336,318

Depreciation and impairment losses

At 1 January 2022
Accumulated depreciation 0 36,469 176,408 8,030 4,727 577 0 226,211
Accumulated impairment losses 0 379 1,018 7 0 0 0 1,404
0 36,848 177,426 8,037 4,727 577 0 227,615
Depreciation 0 4,356 7,796 444 347 33 0 12,976
Disposals/Write-offs 0 (6) (4,892) (111) (877) 0 0 (5,886)
Transfer from right-of-use assets 0 0 0 0 600 0 0 600
Currency translation differences 0 (953) (2,854) (113) (12) 0 0 (3,932)
At 31 December 2022
Accumulated depreciation 0 39,866 176,458 8,250 4,785 610 0 229,969
Accumulated impairment losses 0 379 1,018 7 0 0 0 1,404
0 40,245 177,476 8,257 4,785 610 0 231,373
Acquisition of subsidiary 0 0 0 31 0 0 0 31
Depreciation 0 3,923 8,412 499 421 33 0 13,288
Disposals/Write-offs 0 0 (13,926) (39) (756) 0 0 (14,721)
Currency translation differences 0 494 1,674 69 7 0 0 2,244
At 31 December 2023
Accumulated depreciation 0 44,283 172,618 8,810 4,457 643 0 230,811
Accumulated impairment losses 0 379 1,018 7 0 0 0 1,404
0 44,662 173,636 8,817 4,457 643 0 232,215

Carrying amount
At 1 January 2022 21,193 28,011 51,041 1,414 696 227 1,830 104,412

At 31 December 2022 21,193 24,373 54,555 1,115 1,266 194 2,298 104,994

At 31 December 2023 21,193 21,637 55,993 1,906 1,754 161 1,459 104,103
 124 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

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:

Group
2023 2022
RM’000 RM’000

Freehold land 3,450 3,450

Buildings 974 998
4,424 4,448

Company

Furniture,
fittings
and office Motor
equipment vehicles Total
RM’000 RM’000 RM’000

Cost
At 1 January 2022 282 903 1,185
Additions 31 0 31
Transfer from right-of-use assets 0 600 600
Disposals/Write-offs (12) (877) (889)
At 31 December 2022 301 626 927
Additions 25 0 25
Disposals/Write-offs (27) 0 (27)
At 31 December 2023 299 626 925

Accumulated depreciation
At 1 January 2022 231 903 1,134
Depreciation 23 0 23
Transfer from right-of-use assets 0 600 600
Disposals/Write-offs (12) (877) (889)
At 31 December 2022 242 626 868
Depreciation 25 0 25
Disposals/Write-offs (25) 0 (25)
At 31 December 2023 242 626 868

Carrying amount
At 1 January 2022 51 0 51

At 31 December 2022 59 0 59

At 31 December 2023 57 0 57
 Annual Report 2023 125
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

5. Investment properties

Group

Freehold Building under

land Buildings construction Total
RM’000 RM’000 RM’000 RM’000

Cost
At 1 January 2022 11,555 27,675 3,155 42,385
Additions 0 0 542 542
Borrowing costs capitalised 0 0 39 39
Transfer from inventories 834 0 0 834
Reclassification 0 3,736 (3,736) 0
At 31 December 2022 / 31 December 2023 12,389 31,411 0 43,800

Accumulated depreciation
At 1 January 2022 0 2,970 0 2,970
Depreciation 0 923 0 923
At 31 December 2022 0 3,893 0 3,893
Depreciation 0 967 0 967
At 31 December 2023 0 4,860 0 4,860

Carrying amount
At 1 January 2022 11,555 24,705 3,155 39,415

At 31 December 2022 12,389 27,518 0 39,907

At 31 December 2023 12,389 26,551 0 38,940

Fair value
Estimated fair value at 31 December 2022 16,500 33,390 n/a 49,890

Estimated fair value at 31 December 2023 16,560 33,390 n/a 49,950

Company

Freehold land
RM’000

Cost
At 1 January 2022 / 31 December 2022 / 31 December 2023 23,125

Fair value
Estimated fair value at 31 December 2022 26,800

Estimated fair value at 31 December 2023 26,800

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).
 126 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

5. Investment properties (cont’d)

The carrying amounts of investment properties pledged as security for credit facilities granted to the Group are as
follows:

Group
2023 2022
RM’000 RM’000

Freehold land 7,874 7,874

Buildings 25,865 26,799
33,739 34,673

The Group and the Company lease certain investment properties under operating leases for 3 to 30 (2022 : 3 to 30)
years. The undiscounted lease payments to be received are as follows:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Within 1 year 3,789 3,690 181 181

1 to 2 years 3,762 3,789 190 181
2 to 3 years 3,789 3,762 190 190
3 to 4 years 3,896 3,789 190 190
4 to 5 years 4,017 3,896 200 190
After 5 years 126,645 130,662 2,859 3,059
145,898 149,588 3,810 3,991

The Company also leases certain portions of its freehold land to a subsidiary on a yearly basis from January to
December.

6. Right-of-use assets

Group

Leasehold Motor
land Buildings vehicles Total
RM’000 RM’000 RM’000 RM’000

At 1 January 2022 25,883 322 257 26,462

Additions 0 0 101 101
Depreciation (1,115) (166) (136) (1,417)
Currency translation differences (540) 0 0 (540)
At 31 December 2022 24,228 156 222 24,606
Acquisition of subsidiary 0 77 97 174
Additions 0 224 1,365 1,589
Depreciation (1,107) (237) (212) (1,556)
Disposal 0 0 (654) (654)
Currency translation differences 324 0 0 324
At 31 December 2023 23,445 220 818 24,483
 Annual Report 2023 127
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

6. Right-of-use assets (cont’d)

Company

Motor
vehicles
RM’000

At 1 January 2022 158

Depreciation (101)
At 31 December 2022 57
Addition 1,365
Depreciation (121)
Disposal (654)
At 31 December 2023 647

The Group acquired the rights to use the leasehold land as its principal places of business for 48 to 60 years. It also
leases the buildings as branch offices for 1 to 3 years. The rights to use the motor vehicles were acquired by the Group
and the Company under hire purchase financing whereby ownership will be transferred by the end of the lease terms
of 5 to 7 years.

7. Goodwill

Group

RM’000

At 1 January 2022 / 31 December 2022 0

Acquisition of subsidiary 1,392
At 31 December 2023 1,392

Goodwill is attributable to a subsidiary, Star Wheels Electronic Sdn. Bhd., which represents a separate cash-generating
unit (“CGU”).

The goodwill arising from the acquisition is mainly attributable to the competency and experienced workforce, the
business credibility and growth prospects to supplement the Group’s existing business and strengthen its operational
sustainability.

The recoverable amount of the CGU was determined based on its value in use calculated using cash flow projections.
The cash flow projections were based on the most recent financial budgets/forecasts approved by management
which covered a period of 5 years. A growth rate of 0% was used to extrapolate the cash flow projections beyond the
5 years covered by the financial budgets/forecasts. A discount rate of 11% per annum was applied to the cash flow
projections.

Barring any unforeseen circumstances, management believes that no reasonably possible change in the above key
assumptions would cause the carrying amount of the CGU to materially exceed its recoverable amount.
 128 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

8. Investments in subsidiaries

Company

2023 2022
RM’000 RM’000

Unquoted shares - at cost 232,476 232,476

Contributions under Share Grant Plan 819 778
Impairment losses (20,799) (21,136)
212,496 212,118

Impairment losses have been recognised for investments in certain loss-making subsidiaries.

The details of the subsidiaries are as follows:

Principal
place of
business/ Effective ownership
Place of interest
Name of subsidiary incorporation 2023 2022 Principal activity

GUH Asset Holdings Sdn. Bhd. Malaysia 100% 100% Investment holding

GUH Capital Sdn. Bhd. Malaysia 100% 100% Investment holding

GUH Electronic Holdings Sdn. Bhd. Malaysia 100% 100% Investment holding

GUH International (HK) Private Limited(a)(b) Hong Kong 100% 100% Dormant

GUH Land Sdn. Bhd. Malaysia 100% 100% Investment holding

GUH Plantations Sdn. Bhd. Malaysia 100% 100% Cultivation of oil palm

GUH Properties Sdn. Bhd. Malaysia 100% 100% Property development

GUH Utilities Holdings Sdn. Bhd. Malaysia 100% 100% Investment holding

Subsidiaries of GUH Asset Holdings Sdn. Bhd.

GUH eBattery Sdn. Bhd. Malaysia 100% 100% Dormant

GUH Electrical (BW) Sdn. Bhd. Malaysia 100% 100% Dormant

GUH eVehicle Sdn. Bhd. Malaysia 100% 100% Sale of electric vehicles

GUH Realty Sdn. Bhd. Malaysia 100% 100% Property development and
investment in real estate

Milan Diamond Sdn. Bhd. Malaysia 100% 100% Property letting

Tecnovac Marketing Sdn. Bhd. Malaysia 100% 100% Dormant

 Annual Report 2023 129
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

8. Investments in subsidiaries (cont’d)

Principal
place of
Effective ownership
business/
interest
Place of
Name of subsidiary incorporation 2023 2022 Principal activity

Subsidiaries of GUH Capital Sdn. Bhd.

GUH Power Sdn. Bhd. (a)(b) Malaysia 100% 0% Dormant

Star Wheels Electronic Sdn. Bhd. (a) Malaysia 70% 0% Sale and repair of electric
scooters, bicycles and
hoverboards

Subsidiaries of GUH Electronic Holdings Sdn. Bhd.

Grand Circuit Industry (Philippines) Inc.(a) Philippines 100% 100% Dormant

Grand United (BVI) Co., Ltd.(a)(b) British Virgin 100% 100% Dormant
Islands

GUH Circuit Industry (PG) Sdn. Bhd. Malaysia 100% 100% Manufacture and sale of
printed circuit boards

GUH Circuit Industry (Suzhou) Co., Ltd.(a) China 100% 100% Manufacture and sale of
printed circuit boards

GUH HiTech Circuits Sdn. Bhd. Malaysia 100% 0% Dormant

Subsidiary of GUH Land Sdn. Bhd.

GUH Development Sdn. Bhd. Malaysia 99% 99% Property development

Subsidiaries of GUH Utilities Holdings Sdn. Bhd.

GUH Water Pte Limited(a)(b) Hong Kong 100% 100% Dormant

Teknoserv Engineering Sdn. Bhd. Malaysia 100% 100% Project managers and
contractors for construction
of water & wastewater
treatment plant and road
infrastructure

Subsidiary of GUH Realty Sdn. Bhd.

Jeladan Sdn. Bhd. Malaysia 100% 100% Dormant

Subsidiary of Star Wheels Electronic Sdn. Bhd.

Starwheels Creative Studio Sdn. Bhd. (a) Malaysia 36% 0% Sale and modification of
electric scooters, bicycles
and hoverboards

(a) Not audited by Crowe Malaysia PLT
(b) Not required to be audited, and consolidated using unaudited financial statements
 130 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

8. Investments in subsidiaries (cont’d)

Acquisition of subsidiary

In January 2023, the Group, through GUH Capital Sdn. Bhd., acquired 70% equity interest in Star Wheels Electronic
Sdn. Bhd. for cash consideration of RM2,100,000. The acquisition gave rise to a goodwill of RM1,392,000.

The amounts recognised at the acquisition date for each major class of assets acquired and liabilities assumed are
as follows:

RM’000

Property, plant and equipment 102

Right-of-use asset 174
Inventories 303
Receivables 58
Prepayments 47
Cash and bank balances 1,013
Payables (331)
Loan and borrowings (140)
Lease liabilities (185)
Current tax liabilities (33)
Deferred tax liabilities (12)
Net assets 996
Non-controlling interests (288)
Shares of net asset acquired 708
Fair value of cash consideration transferred (2,100)
Goodwill (1,392)

The amounts of revenue and loss for the financial year recognised since the acquisition date included in the
consolidated statement of profit or loss are as follows:

RM’000

Revenue 1,235
Loss for the financial year (362)

The effects of the acquisition on the consolidated statement of cash flows are as follows:

Group
2023
RM’000

Cash consideration paid 2,100

Cash and bank balances acquired (1,013)
Acquisition of subsidiary, net of cash acquired 1,087
 Annual Report 2023 131
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

9. Investment in associate

Group

2023 2022
RM’000 RM’000

Unquoted shares - at cost 12,631 11,547

Share of post-acquisition changes in net assets (2,093) (489)
10,538 11,058

The details of the associate are as follows:

Principal
place of
business/ Effective ownership
Place of interest
Name of associate incorporation 2023 2022 Principal activity

Leader GUH Renewable Energy Sdn. Bhd. Malaysia 40% 40% Investment holding

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

2023 2022
RM’000 RM’000

Non-current assets 22,747 23,205

Current assets 5,956 55,137
Current liabilities (1,392) (49,762)
Net assets 27,311 28,580
Revenue 0 0
Loss for the financial year (5,110) (1,406)
Other comprehensive income for the financial year 1,099 (1,078)
Comprehensive income for the financial year (4,011) (2,484)

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

2023 2022
RM’000 RM’000

Net assets 27,311 28,580

Non-controlling interests (966) (936)
Net assets attributable to owners of the associate 26,345 27,644
Effective ownership interest 40% 40%
Carrying amount 10,538 11,058
 132 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

10. Investment in joint venture

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Unquoted shares - at cost *0 *0 0 0

Share application monies 16,600 16,600 0 0
Contribution via financial guarantee contract
(Note 23) 4,507 4,507 4,507 4,507
Share of post-acquisition changes in net assets (301) (139) 0 0
20,806 20,968 4,507 4,507

* Denotes RM51

The details of the joint venture are as follows:

Effective ownership
Place of interest
Name of joint venture incorporation 2023 2022 Principal activity

GUH Centralised Dormitory Sdn. Bhd. Malaysia 51% 51% Yet to commence operation
(“GUHCD”)

In March 2020, the Group (through a wholly-owned subsidiary) entered into a joint venture agreement (“JVA”) with
another joint venturer to establish GUHCD. Pursuant to the JVA, decisions about the relevant activities of GUHCD
require the unanimous consent of the joint venturers sharing control. Accordingly, the Group determines that it does
not control GUHCD on its own even though it holds 51% of the equity interest therein.

The intended principal activities of GUHCD are the construction and subsequent operation of foreign worker
dormitories on a property of the Group identified in the JVA (“Identified Property”). In 2021, the Group had transferred
the Identified Property to GUHCD at fair value of RM16,600,000 as its contribution to the enlarged capital of GUHCD.
The said contribution was accounted for as share application monies and will be converted to shares in 2024.

The summarised financial information of GUHCD is as follows:

2023 2022
RM’000 RM’000

Non-current assets 62,638 31,290

Current assets 5,477 7,523
Cash and cash equivalents (included in current assets) 5,299 7,483
Current liabilities (6,497) (2,132)
Loans and borrowings (included in current liabilities) (1,363) (13)
Non-current liabilities (29,660) (4,406)
Loans and borrowings (included in non-current liabilities) (29,660) (4,406)
Net assets 31,958 32,275
Revenue 0 0
Depreciation (3) (2)
Interest income 76 35
Interest expense (capitalised in non-current assets) (840) (30)
Tax expense (27) 0
Loss (representing comprehensive income) for the financial year (317) (195)
 Annual Report 2023 133
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

10. Investment in joint venture (cont’d)

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

Group
2023 2022
RM’000 RM’000

Net assets 31,958 32,275

Effective ownership interest 51% 51%
Share of net assets 16,299 16,461
Contribution via financial guarantee contract 4,507 4,507
Carrying amount 20,806 20,968

11. Other investments

Group and Company

2023 2022
RM’000 RM’000

Quoted shares - at fair value 3,064 6,043

The fair values of quoted investments were directly measured using their unadjusted closing prices in active markets
(i.e. Level 1).

12. Inventories

Group

2023 2022
RM’000 RM’000

Non-current assets
Land held for property development 174,019 167,459

Current assets
Property development costs 14,218 3,065
Completed development units 49,892 50,792
Raw materials 8,557 15,603
Work-in-progress 4,147 5,336
Finished goods 5,393 11,440
Consumables 3,911 4,813
Goods-in-transit 3,623 3,568
89,741 94,617

Total inventories 263,760 262,076

 134 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

12. Inventories (cont’d)

Certain land held for property development with total carrying amount of RM18,559,000 (2022 : RM6,378,000) has
been pledged as security for credit facilities granted to the Group.

While holding for sale in the ordinary course of business, the Group leases certain completed development units
under operating leases which are cancellable at its discretion. The undiscounted lease payments to be received are
as follows:

2023 2022
RM’000 RM’000

Within 1 year 925 971

1 to 2 years 216 472
2 to 3 years 39 18
1,180 1,461

13. Deferred tax assets and deferred tax liabilities

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

At 1 January (7,270) (5,444) (1,099) (1,099)

Acquisition of subsidiary (12) 0 0 0
Deferred tax income/(expense) relating to origination 190 (1,663) 0 0
and reversal of temporary differences
Deferred tax liabilities underprovided in prior year (134) (163) 0 0
At 31 December (7,226) (7,270) (1,099) (1,099)

Disclosed as:
- Deferred tax assets 1,062 962 0 0
- Deferred tax liabilities (8,288) (8,232) (1,099) (1,099)
(7,226) (7,270) (1,099) (1,099)

In respect of (taxable)/deductible temporary

differences of:
- Property, plant and equipment (8,152) (8,011) 0 0
- Investment properties (286) (286) (1,099) (1,099)
- Right-of-use assets (11) (36) 0 0
- Inventories 357 (19) 0 0
- Financial instruments 855 1,044 0 0
- Lease liabilities 11 38 0 0
(7,226) (7,270) (1,099) (1,099)
 Annual Report 2023 135
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

13. Deferred tax assets and deferred tax liabilities (cont’d)

Save as disclosed above, as at 31 December 2023, deferred tax liabilities and deferred tax assets have also effectively
been recognised and offset against each other by the Group and the Company to the extent of RM3,122,000 and
RM14,000 (2022 : RM3,434,000 and RM8,000) respectively. No further deferred tax assets have been recognised
for the following excess of deductible temporary differences, unused capital allowances and tax losses over taxable
temporary differences:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Deductible temporary differences of:

- Investment properties 1,060 1,060 0 0
- Inventories 10,292 11,422 0 0
- Financial instruments 0 134 0 134
- Lease liabilities 222 186 50 18
- Retirement benefits 6,585 8,823 6,585 8,823
Unused capital allowances 1,517 1,911 1,316 1,252
Unused tax losses expiring in year of assessment:
- 2025 29,448 28,833 0 0
- 2026 8,929 8,742 0 0
- 2027 5,888 5,765 0 0
- 2028 41,435 41,060 19,069 19,069
- 2029 4,509 4,509 2,260 2,260
- 2030 6,830 6,830 1,865 1,865
- 2031 4,057 4,057 2,193 2,193
- 2032 5,231 5,204 3,085 3,085
- 2033 5,182 0 3,377 0
Taxable temporary differences of:
- Property, plant and equipment (982) (2,099) (26) (32)
- Right-of-use assets (11,184) (11,427) (33) 0
- Biological assets (134) (146) 0 0
- Financial instruments (159) (61) 0 0
118,726 114,803 39,741 38,667

The deductible temporary differences and unused capital allowances have no expiry date.

14. Biological assets

Group

2023 2022
RM’000 RM’000

At 1 January 146 225

Fair value gains 768 1,523
Harvest and sales (780) (1,602)
At 31 December 134 146

Estimated quantities:
- Harvested during the year (metric tonnes) 997 1,537
- Unharvested at 31 December (metric tonnes) 320 360
 136 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

14. Biological assets (cont’d)

Biological assets represent fresh fruit bunches (“FFBs”) growing on oil palm trees and are measured at fair value
less costs of disposal. The fair values were measured by multiplying the estimated quantities of FFBs of different age
attributes by the observable current market prices of harvested FFBs prorated using a linear interpolation (i.e. Level
2).

15. Contract costs

Group

2023 2022
RM’000 RM’000

Costs of obtaining contracts 1,171 372

16. Contract assets and contract liabilities

Group

Contract assets

2023 2022
RM’000 RM’000

Property development (Note (i)) 5,895 5,194

Construction contracts (Note (ii)) 164 504
6,059 5,698

Contract liabilities

2023 2022
RM’000 RM’000

Property development (Note (i)) 728 534

Construction contracts (Note (ii)) 4,368 5,021
5,096 5,555

(i) Contract assets and contract liabilities from property development

2023 2022
RM’000 RM’000

At 1 January 4,660 3,086

Revenue recognised during the year 24,738 14,704
Progress billings during the year (24,231) (13,130)
At 31 December 5,167 4,660

Disclosed as:
- Contract assets 5,895 5,194
- Contract liabilities (728) (534)
5,167 4,660
 Annual Report 2023 137
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

16. Contract assets and contract liabilities (cont’d)

(i) Contract assets and contract liabilities from property development (cont’d)

As disclosed in Note 2.20, the Group generally satisfies its performance obligations over time during the
development period. Any excess of revenue recognised over progress billings is presented as contract asset,
whereas any deficit is presented as contract liability.

The Group measures the loss allowance for contract assets at an amount equal to lifetime expected credit
losses using the simplified approach in accordance with MFRS 9. Based on the low historical observed default
rates (adjusted for forward-looking estimates), the expected credit losses on contract assets are not considered
to be material and hence, have not been recognised.

Remaining performance obligations

As at 31 December 2023, the aggregate transaction price allocated to the remaining performance obligations
amounted to RM42,325,000 (2022 : RM16,786,000) and the Group expects to recognise this revenue when
the projects are completed over the next 1 to 2 (2022 : 1) years.

(ii) Contract assets and contract liabilities from construction contracts

2023 2022
RM’000 RM’000

At 1 January (4,517) (4,567)

Revenue recognised during the year 11,854 10,676
Progress billings during the year (11,541) (10,626)
At 31 December (4,204) (4,517)

Disclosed as:
- Contract assets 164 504
- Contract liabilities (4,368) (5,021)
(4,204) (4,517)

As disclosed in Note 2.20, the Group generally satisfies its performance obligations over time during the
construction period. Any excess of revenue recognised over progress billings is presented as contract asset,
whereas any deficit is presented as contract liability.

The Group measures the loss allowance for contract assets at an amount equal to lifetime expected credit
losses using the simplified approach in accordance with MFRS 9. Based on the low historical observed default
rates (adjusted for forward-looking estimates), the expected credit losses on contract assets are not considered
to be material and hence, have not been recognised.

Remaining performance obligations

As at 31 December 2023, the aggregate transaction price allocated to the remaining performance obligations
amounted to RM9,388,000 (2022 : RM67,052,000) and the Group expects to recognise this revenue when the
projects are completed over the next 1 to 2 (2022 : 1 to 2) years.
 138 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

17. Receivables

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Non-current assets
Amounts due from subsidiaries 0 0 211,064 206,460
Loss allowance 0 0 (17,479) (16,466)
0 0 193,585 189,994

Current assets
Trade receivables:
- Joint venture 79 53 0 0
- Other related party(a) 247 725 0 0
- Unrelated parties 32,755 36,614 0 0
33,081 37,392 0 0
- Loss allowance (2,479) (2,427) 0 0
30,602 34,965 0 0
Other receivables 4,437 3,326 79 41
Dividend receivable 0 0 6,000 6,400
Amounts due from subsidiaries 0 0 13,850 15,054
Loss allowance 0 0 (107) (298)
0 0 13,743 14,756
35,039 38,291 19,822 21,197

Total receivables 35,039 38,291 213,407 211,191

(a) Being a company in which a director has substantial financial interest

Trade receivables

The Group determines credit risk concentrations in terms of counterparties and geographical areas. As at 31 December
2023, there were 2 (2022 : 2) major groups of customers that individually accounted for 10% or more of the Group’s
trade receivables and the total outstanding balances due from these major groups amounted to RM9,929,000 (2022 :
RM12,184,000). The credit risk concentration profile by geographical areas of trade receivables is as follows:

Group
2023 2022
RM’000 RM’000

Malaysia 19,218 20,538

China 2,757 2,486
Indonesia 7,192 7,468
Singapore 2,620 5,296
Others 1,294 1,604
33,081 37,392
 Annual Report 2023 139
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

17. Receivables (cont’d)

Trade receivables (cont’d)

The credit terms of trade receivables range from 14 to 135 days. The Group uses past due information to assess the
credit risk of trade receivables. The analysis by past due status is as follows:

Group
2023 2022
RM’000 RM’000

Not past due 27,375 32,091

1 to 30 days past due 1,588 2,806
31 to 60 days past due 1,589 0
61 to 90 days past due 50 69
More than 90 days past due 2,479 2,426
33,081 37,392

The Group determines that a trade receivable is credit-impaired when the customer is experiencing significant financial
difficulty and has defaulted in payments. Unless otherwise demonstrated, the Group generally considers a default
to have occurred when the trade receivable is more than 90 days past due. The gross carrying amount of a credit-
impaired trade receivable is directly written off when there is no reasonable expectation of recovery. This normally
occurs when there is reasonable proof of customer insolvency.

The Group measures the loss allowance for trade receivables at an amount equal to lifetime expected credit losses
using the simplified approach in accordance with MFRS 9. The changes in the loss allowance are as follows:

Group
2023 2022
RM’000 RM’000

At 1 January 2,427 2,676

Write-offs 0 (164)
Currency translation differences 52 (85)
At 31 December 2,479 2,427

The above loss allowance is in respect of individually assessed credit-impaired trade receivables. Based on the
low historical observed default rates (adjusted for forward-looking estimates), the expected credit losses on trade
receivables that are not credit-impaired are not considered to be material and hence, have not been recognised.
 140 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

17. Receivables (cont’d)

Amounts due from subsidiaries

The amounts due from subsidiaries are unsecured, interest free and repayable on demand.

The Company measures the loss allowance at an amount equal to lifetime expected credit losses. The gross carrying
amounts and the related loss allowance changes are as follows:

Company

Not credit- Credit-
impaired impaired Total
RM’000 RM’000 RM’000

2023
Gross carrying amount 120,806 104,108 224,914
Loss allowance:
- At 1 January (311) (16,453) (16,764)
- Impairment gains/(losses) 192 (1,014) (822)
- At 31 December (119) (17,467) (17,586)
120,687 86,641 207,328

Disclosed as:
- Non-current assets 106,944 86,641 193,585
- Current assets 13,743 0 13,743
120,687 86,641 207,328

2022
Gross carrying amount 123,113 98,401 221,514
Loss allowance:
- At 1 January (1,226) (15,873) (17,099)
- Impairment gains/(losses) 915 (580) 335
- At 31 December (311) (16,453) (16,764)
122,802 81,948 204,750

Disclosed as:
- Non-current assets 108,046 81,948 189,994
- Current assets 14,756 0 14,756
122,802 81,948 204,750

The Company determines that an amount due from subsidiary is credit-impaired when the subsidiary is in negative
equity position.
 Annual Report 2023 141
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

18. Derivatives

Group

2023 2022
RM’000 RM’000

Forward exchange contracts - at fair value 152 9

Forward exchange contracts are used to hedge the exposure to currency risk. The Group does not apply hedge
accounting. As at 31 December 2023, the Group had contracts with financial institutions due within 1 year to buy
RM12,978,000 (2022 : RM3,971,000) and sell USD2,800,000 (2022 : USD900,000) at contractual forward rates.

The fair values of forward exchange contracts were directly measured using their unadjusted market values quoted
by the financial institutions (i.e. Level 1).

19. Cash and cash equivalents

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Cash and bank balances 34,236 29,695 247 226

Term deposits 45,452 60,582 9,218 10,327
Short-term funds - at fair value 1,019 52 1,010 43
80,707 90,329 10,475 10,596

Cash and bank balances and term deposits are placed with reputable financial institutions with low credit risk.
Accordingly, their expected credit losses are not considered to be material and hence, have not been recognised.

Certain term deposits of the Group totalling RM20,000 (2022 : RM20,000) have been pledged as security for credit
facilities granted to the Group. Accordingly, these term deposits are not freely available for use.

The effective interest rates of term deposits as at 31 December 2023 ranged from 2.10% to 5.45% (2022 : 0.48% to
3.85%) per annum.

Short-term funds represent highly liquid investments in money market funds managed by financial institutions that
invest in low-risk instruments, and are readily redeemable with insignificant risk of changes in value. Their fair values
were directly measured using the unadjusted market values quoted by the financial institutions (i.e. Level 1).

For the purpose of statement of cash flows, cash and cash equivalents are presented net of pledged deposits as
follows:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Cash and cash equivalents 80,707 90,329 10,475 10,596

Term deposits pledged as security (20) (20) 0 0
80,687 90,309 10,475 10,596
 142 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

20. Payables

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Trade payables:
- Related party(a) 927 1,728 0 0
- Related party(b) 0 636 0 0
- Unrelated parties 25,920 29,841 0 0
26,847 32,205 0 0
Other payables:
- Related party(a) 239 250 0 0
- Unrelated parties 15,451 14,058 1,619 1,997
15,690 14,308 1,619 1,997
Amounts due to subsidiaries 0 0 3,544 4,413
42,537 46,513 5,163 6,410

(a) Being companies in which a director has substantial financial interests

(b) Being a company in which a close family member of certain directors has substantial financial interest

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 and other payables

The credit terms of trade and other payables range from 30 to 120 days.

Amounts due to subsidiaries

The amounts due to subsidiaries are unsecured, interest free and repayable on demand.

21. Loans and borrowings

Group

2023 2022
RM’000 RM’000

Secured
Term loans 32,497 30,913
Unsecured
Term loans 15,190 0
Revolving credit 0 14,000
Trust receipts 9,508 7,939
57,195 52,852

Disclosed as:
- Current liabilities 14,756 25,291
- Non-current liabilities 42,439 27,561
57,195 52,852
 Annual Report 2023 143
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

21. Loans and borrowings (cont’d)

Secured loans and borrowings are secured against certain property, plant and equipment (Note 4), investment
properties (Note 5) and inventories (Note 12).

The effective interest rates of loans and borrowings as at 31 December 2023 ranged from 3.50% to 6.72% (2022 :
4.06% to 5.96%) per annum.

Except for term loans, loans and borrowings are generally short-term in nature or repayable on demand and their
carrying amounts will approximate to the remaining contractual undiscounted cash flows.

Term loans are repayable over 4 to 15 years. The repayment analysis is as follows:

2023 2022
RM’000 RM’000

Gross loan instalments:

- Within 1 year 7,835 4,711
- 1 to 5 years 35,912 16,348
- After 5 years 13,997 17,023
Total contractual undiscounted cash flows 57,744 38,082
Future finance charges (10,057) (7,169)
Present value of term loans 47,687 30,913

The fair values of term loans were 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 were
considered to be reasonably close to the carrying amounts reported as the observable current market interest rates
also approximated to the effective interest rates of term loans.

22. Lease liabilities

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Gross lease liabilities:

- Within 1 year 388 228 130 51
- 1 to 5 years 677 176 487 8
Total contractual undiscounted cash flows 1,065 404 617 59
Future finance charges (85) (22) (63) (1)
Present value of lease liabilities 980 382 554 58

Disclosed as:
- Current liabilities 353 215 108 49
- Non-current liabilities 627 167 446 9
980 382 554 58

The incremental borrowing rates applied to lease liabilities as at 31 December 2023 ranged from 3.65% to 5.00%
(2022 : 4.39% to 5.00%) per annum.
 144 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

23. Financial guarantee contracts

Group and Company

2023 2022
RM’000 RM’000

At 1 January 4,507 183

Initial recognition at fair value 0 4,507
Amortisation 0 (183)
At 31 December 4,507 4,507

The above financial guarantee contract is in respect of the joint venture, GUH Centralised Dormitory Sdn. Bhd.
(“GUHCD”) (Note 10).

In 2022, the Company entered into a financial guarantee contract to provide proportionate financial guarantee to a
financial institution for credit facilities granted to GUHCD. The total limit of the credit facilities is RM51,000,000 and
the portion guaranteed by the Company is capped at RM26,010,000. The total utilisation of these credit facilities as at
31 December 2023 amounted to RM31,024,000 (2022 : RM4,420,000).

The aforementioned financial guarantee contract was initially recognised at fair value based on valuation performed
by independent professional valuer who calculated the present value of the guarantee amount multiplied by the
probability of default. The probability of default was estimated using credit rating methodologies with observable
market and external data (i.e. Level 2). The financial guarantee contract will be amortised on a straight-line basis over
the contractual term of 15 years commencing from August 2024. No maturity analysis is presented for the financial
guarantee contract as the entire guarantee amount could be called at any time in the event of default by GUHCD.

Company

Save as disclosed above, the Company also entered into financial guarantee contracts to provide financial guarantees
to financial institutions and trade suppliers for credit facilities granted to certain subsidiaries up to a total limit of
RM237,194,000 (2022 : RM202,168,000). The total utilisation of these credit facilities as at 31 December 2023
amounted to RM83,680,000 (2022 : RM57,615,000).

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 2.16. After considering that the
probability of the subsidiaries 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. No maturity analysis is presented
for the financial guarantee contracts as the entire guarantee amount could be called at any time in the event of default
by the subsidiaries.

24. Retirement benefits

Group and Company

2023 2022
RM’000 RM’000

Present value of defined benefit obligations:

- At 1 January 8,824 8,048
- Defined benefit costs 266 776
- Payments (2,505) 0
- At 31 December 6,585 8,824
 Annual Report 2023 145
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

24. Retirement benefits (cont’d)

The components of defined benefit costs are as follows:

2023 2022
RM’000 RM’000

Current service cost 711 461

Interest expense 321 315
Remeasurement of defined benefit liability:
- Actuarial gains arising from changes in financial assumptions (766) 0
266 776

The principal actuarial assumptions used to determine the present value of the defined benefit obligations are as
follows:

2023 2022
% %

Discount rate 4.88 4.88

Future salary growth 4.00 4.00

The following table demonstrates the sensitivity of the defined benefit obligations to changes in each principal actuarial
assumption that were reasonably possible at the end of the reporting period, with all other variables held constant:

Increase/(Decrease) in
defined benefit obligations
2023 2022
RM’000 RM’000

Increase in discount rate by 1% (333) (370)

Decrease in discount rate by 1% 360 401
Increase in future salary growth by 1% 447 401
Decrease in future salary growth by 1% (419) (377)

25. Deferred income on government grants

Group

2023 2022
RM’000 RM’000

At 1 January 0 0
Grants related to property, plant and equipment 857 0
Amortisation (186) 0
At 31 December 671 0

A subsidiary received grants from the local government for modernisation and upgrading of manufacturing facilities
and equipment. The grants covered 50% of the project costs subject to the limits approved by the local government.
 146 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

26. Share capital

Number of
ordinary
shares with
no par value
’000 RM’000

Issued and fully paid

At 1 January 2022 277,905 277,992
Issue of shares pursuant to Share Grant Plan 2,367 1,092
At 31 December 2022 280,272 279,084
Issue of shares pursuant to Share Grant Plan 1,089 512
At 31 December 2023 281,361 279,596

Treasury shares

The shareholders of the Company, by a resolution passed at the annual general meeting held on 19 May 2010,
approved the Company’s plan to purchase its own shares. The details of the shares purchased from the open market
using internally generated funds and held as treasury shares during the financial year are as follows:

2023 2022
Number of Number of
ordinary ordinary
shares Cost shares Cost
’000 RM’000 ’000 RM’000

At 1 January 116 148 116 148

Shares resold (116) (148) 0 0
At 31 December 0 0 116 148

During the financial year, the Company resold 116,000 treasury shares in the open market for total consideration of
RM62,000.

The number of outstanding shares in issue after excluding the treasury shares is as follows:

2023 2022
Number of Number of
ordinary ordinary
shares shares
’000 ’000

At 1 January 280,156 277,789

Shares issued 1,089 2,367
Shares resold 116 0
At 31 December 281,361 280,156
 Annual Report 2023 147
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

26. Share capital (cont’d)

Share Grant Plan (“SGP”)

The shareholders of the Company, by a resolution passed at the extraordinary general meeting held on 30 June 2020,
approved the Company’s SGP. The SGP became effective on 10 July 2020 and is administered in accordance with
its by-laws by the SGP committee. Under the SGP, no monetary consideration is required to be paid by the eligible
persons for the acceptance of and subsequent vesting of the new shares.

The salient terms of the SGP are as follows:

(i) The maximum number of shares which may be made available under the SGP shall not in aggregate exceed
10% of the total number of issued shares (excluding treasury shares) in the Company at any point in time
during the tenure of the SGP.

(ii) The number of shares that may be offered to an eligible person shall be determined at the sole discretion of
the SGP committee after taking into consideration, amongst others, the provisions of the relevant regulatory
requirements, the eligible person’s performance, target, position, annual appraised performance, seniority,
length of service, contribution, potential for future contribution to the success and development of the Group,
category or grade of employment, or such other matters which the SGP committee may in its sole discretion
deem fit. Further, the SGP committee shall have sole and absolute discretion in determining whether the
granting of the SGP shares shall be subject to any vesting period and/or conditions.

(iii) The aggregate allocation of grants to the executive directors/chief executive shall not exceed 20% of the
maximum number of shares available under the SGP. In addition, not more than 10% of the maximum number
of shares available under the SGP shall be allocated to an eligible person who either singly or collectively,
through persons connected to him/her, holds 20% or more of the total number of issued shares (excluding
treasury shares) in the Company. At any point in time when an offer is made, not more than 90% of the
total grants available under the SGP shall be allocated, in aggregate, to the executive directors and senior
management of the Group who are eligible persons.

(iv) Only eligible executive directors and employees of the Group who meet the criteria as set out in the SGP
by-laws are eligible to participate in the SGP. In the case of an executive director, chief executive or major
shareholder of the Company and/or persons connected to them who is an eligible person, their specific
entitlements/allotments under the SGP shall be approved by the shareholders of the Company in a general
meeting.

(v) The SGP shall be in force for a period of 5 years from the effective date and may be extended at the discretion
of the directors upon the recommendation of the SGP committee provided that the SGP period shall not in
aggregate exceed the duration of 10 years from the effective date or such longer duration as may from time to
time be permitted by the relevant authorities.

(vi) The new shares to be issued upon vesting of the SGP grants will, upon allotment and issuance, rank equally
in all respects with the existing ordinary shares in the Company in issue, save and except that the new shares
will not be entitled to any dividends, rights, allotments and/or other forms of distribution that may be declared,
made or paid to the shareholders, the entitlement date of which precedes the date of allotment and issuance
of the new shares.

(vii) The new shares to be issued and allotted to the eligible persons pursuant to the SGP may be subject to such
reasonable retention period or restriction on transfer (if any/applicable) imposed or determined by the SGP
committee at its discretion.
 148 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

26. Share capital (cont’d)

Share Grant Plan (“SGP”) (cont’d)

The movements in the number of ordinary shares granted under the SGP during the financial year are as follows:

Number of Weighted
shares average
under SGP fair value
’000 RM

At 1 January 2022 13,264

Granted 694 0.55
Vested (2,367)
Forfeited (902)
At 31 December 2022 10,689
Granted 833 0.41
Vested (1,089)
Forfeited (1,847)
At 31 December 2023 8,586

The fair values of the shares granted were measured at the market prices of the Company’s shares at grant dates.
Where appropriate, the market prices were adjusted to take into account the terms and conditions upon which the
shares were granted.

Warrants

On 26 June 2023, the Company issued 140,676,879 free warrants to its shareholders on the basis of 1 warrant for
every 2 existing ordinary shares in issue at an exercise price of RM0.525 per warrant. These warrants were listed and
quoted on the Main Market of Bursa Malaysia Securities Berhad on 3 July 2023.

The salient terms of the warrants are as follows:

(i) The exercise period commenced on the date of issue of the warrants and will expire 5 years from the date of
issuance. Warrants that are not exercised during the exercise period will thereafter lapse and cease to be valid.

(ii) The warrants are issued in registered form and constituted by a Deed Poll dated 7 June 2023.

(iii) The exercise price is RM0.525 payable in full in respect of each new share of the Company issued upon the
exercise of the warrant. Each warrant carries the entitlement to subscribe for 1 new ordinary share of the
Company.

(iv) The new shares to be issued upon the exercise of the warrant will, upon allotment and issuance, rank equally
in all respects with the existing ordinary shares in the Company in issue, save and except that the new shares
will not be entitled to any dividends, rights, allotments and/or other forms of distribution that may be declared,
made or paid to the shareholders, the entitlement date of which precedes the date of allotment and issuance
of the new shares.

As at 31 December 2023, 140,676,879 warrants remained unexercised.

 Annual Report 2023 149
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

27. Non-controlling interests (“NCI”)

Group

Accumulated NCI Loss allocated to NCI

2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

GUH Development Sdn. Bhd. (32) (25) (7) (6)

Star Wheels Electronic Sdn. Bhd. 155 0 (133) 0
123 (25) (140) (6)

The details of the subsidiaries that have NCI are as follows:

Principal
place of
business/ Effective ownership
Place of interest held by NCI
Name of subsidiary incorporation 2023 2022 Principal activity

GUH Development Sdn. Bhd. Malaysia 1% 1% Property development

Star Wheels Electronic Sdn. Bhd. Malaysia 30% 0% Sale and repair of electric
scooters, bicycles and
hoverboards

Subsidiary of Star Wheels Electronic Sdn. Bhd.

Starwheels Creative Studio Sdn. Bhd. Malaysia 64% 0% Sale and modification of
electric scooters, bicycles
and hoverboards

The summarised financial information of the above subsidiaries has not been disclosed as their NCI are not material
to the Group.

28. Revenue

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Revenue from contracts with customers:

- Sale of goods 184,552 213,885 0 0
- Sale of agricultural produce 780 1,602 0 0
- Rendering of services 0 0 5,356 5,356
- Property development 24,738 14,704 0 0
- Sale of completed development units 2,267 31,425 0 0
- Construction contracts 11,854 10,676 0 0
224,191 272,292 5,356 5,356
Other sources of revenue:
- Dividend income 64 101 6,064 6,501
- Operating lease income 3,552 3,449 1,042 1,036
3,616 3,550 7,106 7,537
227,807 275,842 12,462 12,893
 150 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

28. Revenue (cont’d)

Disaggregation of revenue from contracts with customers

Group

Operating segments (Note 36)

Manufacture Sale
of printed Cultivation Property Construction of electric
circuit boards of oil palm development contracts vehicles Total
RM’000 RM’000 RM’000 RM’000 RM’000 tRM’000

2023
Major products/services:
- Printed circuit boards 183,314 0 0 0 0 183,314
- Fresh fruit bunches 0 780 0 0 0 780
- Properties under development 0 0 24,738 0 0 24,738
- Completed development units 0 0 2,267 0 0 2,267
- Water & wastewater treatment
plant and road infrastructure 0 0 0 11,854 0 11,854
- Electric vehicles 0 0 0 0 1,238 1,238
183,314 780 27,005 11,854 1,238 224,191

Geographical areas:
- Malaysia 86,911 780 27,005 11,854 1,238 127,788
- China 3,916 0 0 0 0 3,916
- Indonesia 25,298 0 0 0 0 25,298
- Singapore 57,291 0 0 0 0 57,291
- Others 9,898 0 0 0 0 9,898
183,314 780 27,005 11,854 1,238 224,191

Timing of revenue recognition:

- Over time 0 0 24,738 11,854 0 36,592
- At a point in time 183,314 780 2,267 0 1,238 187,599
183,314 780 27,005 11,854 1,238 224,191

2022
Major products/services:
- Printed circuit boards 213,885 0 0 0 0 213,885
- Fresh fruit bunches 0 1,602 0 0 0 1,602
- Properties under development 0 0 14,704 0 0 14,704
- Completed development units 0 0 31,425 0 0 31,425
- Water & wastewater treatment
plant and road infrastructure 0 0 0 10,676 0 10,676
213,885 1,602 46,129 10,676 0 272,292

Geographical areas:
- Malaysia 96,940 1,602 46,129 10,676 0 155,347
- China 3,232 0 0 0 0 3,232
- Indonesia 37,738 0 0 0 0 37,738
- Singapore 65,983 0 0 0 0 65,983
- Others 9,992 0 0 0 0 9,992
213,885 1,602 46,129 10,676 0 272,292

Timing of revenue recognition:-

- Over time 0 0 14,704 10,676 0 25,380
- At a point in time 213,885 1,602 31,425 0 0 246,912
213,885 1,602 46,129 10,676 0 272,292
 Annual Report 2023 151
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

28. Revenue (cont’d)

Company

Information about disaggregation of revenue has not been disclosed as the Company derives revenue mainly from
rendering management services to subsidiaries.

29. Impairment (losses)/gains on financial assets

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Other receivables 0 (30) 0 0

Amounts due from subsidiaries 0 0 (822) 335
0 (30) (822) 335

30. (Loss)/Profit before tax

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

(Loss)/Profit before tax is arrived at after charging:

Amortisation of contract costs 6,281 9,799 0 0

Auditors’ remuneration:
- Current year 226 214 58 55
- Prior year (4) 0 0 0
Depreciation of investment properties 967 923 0 0
Depreciation of property, plant and equipment 13,288 12,976 25 23
Depreciation of right-of-use assets 1,556 1,417 121 101
Direct operating expenditure for investment
properties generating rental income 42 42 28 28
Employee benefits expense (Note 31) 49,163 53,348 9,365 9,202
Fair value changes in biological assets (net) 12 79 0 0
Fair value losses on financial instruments mandatorily
measured at fair value through profit or loss 0 2,638 0 2,647
Fee expense for financial instruments not measured
at fair value through profit or loss 254 349 6 4
Impairment loss on investments in subsidiaries(a) 0 0 0 2,092
Interest expense for financial liabilities not measured
at fair value through profit or loss 2,799 1,685 0 0
Interest expense for lease liabilities 37 22 13 4
Inventories written down 561 453 0 0
 152 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

30. (Loss)/Profit before tax (cont’d)

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Lease expense relating to:

- Short-term leases 0 34 156 129
- Leases of low-value assets (other than short-term
leases) 43 3 3 0
Loss on disposal of property, plant and equipment 322 0 1 0
Property, plant and equipment written off 10 0 0 0
Realised loss on foreign exchange 0 152 0 0

and crediting:

Amortisation of deferred income 186 0 0 0

Amortisation of financial guarantee contract 0 183 0 183
Fair value gains on financial instruments mandatorily
measured at fair value through profit or loss 2,184 0 2,032 0
Gain on disposal of associate 0 19 0 0
Gain on disposal of property, plant and equipment 0 76 0 302
Gain on disposal of right-of-use assets 54 0 54 0
Gain on foreign exchange:
- Realised 645 0 0 0
- Unrealised 437 801 7 8
Government grants:
- Wage Subsidy Programme 43 24 0 4
- Others 205 0 0 0
Interest income for financial assets measured at
amortised cost 1,831 1,224 249 180
Operating lease income from:
- Investment properties 3,640 3,450 1,043 1,037
- Others 1,377 1,000 0 0
Reversal of impairment loss on investments in
subsidiaries(b) 0 0 337 0
Reversal of inventories written down 309 373 0 0

(a) Included in other expenses

(b) Included in other income
 Annual Report 2023 153
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

31. Employee benefits expense (including directors’ remuneration)

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Directors of the Company:

- Fees 565 587 525 549
- Other short-term employee benefits 4,372 3,916 4,372 3,916
- Defined contribution plans 544 698 544 698
- Defined benefit plans 995 762 995 762
- Share-based payments (69) 286 (69) 286
6,407 6,249 6,367 6,211
Directors of subsidiaries:
- Fees 51 48 0 0
- Other short-term employee benefits 1,298 1,535 521 707
- Defined contribution plans 121 150 60 83
- Defined benefit plans 37 14 37 14
- Share-based payments 45 101 46 76
- Termination benefits 0 473 0 0
1,552 2,321 664 880
Other employees:
- Short-term employee benefits 38,466 41,097 2,087 1,882
- Defined contribution plans 2,645 2,765 233 213
- Share-based payments 56 120 14 16
- Termination benefits 37 796 0 0
41,204 44,778 2,334 2,111
49,163 53,348 9,365 9,202

The estimated money value of benefits received or receivable by certain directors otherwise than in cash is as follows:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Directors of the Company 27 31 27 31

Directors of subsidiaries 12 22 0 10
39 53 27 41

The directors’ remuneration represents the entire key management personnel compensation of the Group and the
Company as there were no other key management personnel apart from all the directors who have the authority and
responsibility, directly or indirectly, for planning, directing and controlling the activities of the Group and the Company.
 154 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

32. Tax expense

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Tax based on results for the year:

- Current tax 2,591 3,327 3 0
- Deferred tax (190) 1,663 0 0
2,401 4,990 3 0
Tax underprovided in prior year:
- Current tax 128 197 0 0
- Deferred tax 134 163 0 0
2,663 5,350 3 0

The numerical reconciliation between the product of (loss)/profit before tax multiplied by the applicable tax rate, which
is the statutory income tax rate, and the tax expense is as follows:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

(Loss)/Profit before tax (13,579) 1,062 2,213 (1,992)

Tax at applicable tax rate of 24% (3,259) 255 531 (478)

Non-deductible expenses 5,681 2,337 1,253 1,403
Non-taxable income (564) (155) (2,038) (1,766)
Tax incentives claimed (129) (497) 0 0
Effect of differential tax rates (150) (60) 0 0
Increase in unrecognised deferred tax assets 822 3,110 257 841
Tax underprovided in prior year 262 360 0 0
Tax expense 2,663 5,350 3 0

33. Loss per share

Group

The basic loss per share is calculated by dividing the Group’s loss for the financial year attributable to owners of the
Company by the weighted average number of ordinary shares in issue during the financial year as follows:

2023 2022

Loss for the financial year attributable to owners of the Company (RM’000) (16,102) (4,282)

Number of shares in issue as at 1 January (’000) 280,156 277,789

Effect of shares issued pursuant to SGP (’000) 817 1,972
Effect of treasury shares resold (‘000) 67 0
Weighted average number of shares (’000) 281,040 279,761

Basic loss per share (sen) (5.73) (1.53)

The diluted loss per share equals the basic loss per share due to the anti-dilutive effect of the shares under SGP and
warrants which have been ignored in calculating the diluted loss per share.
 Annual Report 2023 155
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

34. Notes to statements of cash flows

Acquisition of right-of-use assets

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Cost of right-of-use assets acquired 1,589 101 1,365 0

Acquisition by means of leases (1,398) (90) (1,175) 0
Net cash disbursed 191 11 190 0

Short-term loans and borrowings

Group
2023 2022
RM’000 RM’000

At 1 January 21,939 8,790

Net cash flow changes (12,209) 13,149
Currency translation differences (222) 0
At 31 December 9,508 21,939

Represented by:
- Revolving credit (Note 21) 0 14,000
- Trust receipts (Note 21) 9,508 7,939
9,508 21,939

Term loans

Group
2023 2022
RM’000 RM’000

At 1 January 30,913 27,265

Acquisition of subsidiary 140 0
Drawdowns 20,141 4,999
Repayments (3,199) (1,387)
Currency translation differences (328) 0
Other changes 20 36
At 31 December (Note 21) 47,687 30,913

Lease liabilities

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

At 1 January 382 573 58 143

Acquisition of subsidiary 185 0 0 0
Acquisition of right-of-use assets 1,398 90 1,175 0
Payments (985) (281) (679) (85)
At 31 December (Note 22) 980 382 554 58
 156 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

34. Notes to statements of cash flows (cont’d)

Lease liabilities (cont’d)

The total cash outflow for leases is as follows:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Operating activities
Lease expense recognised in profit or loss (Note 30) 43 37 159 129
Investing activities
Acquisition of right-of-use assets 191 11 190 0
Financing activities
Interest portion of lease liabilities (Note 30) 37 22 13 4
Principal portion of lease liabilities 985 281 679 85
1,256 351 1,041 218

35. Related party disclosures

Other than the financial guarantee contracts and directors’ remuneration as disclosed in Notes 23 and 31 respectively,
transactions with related parties during the financial year are as follows:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Acquisition of property, plant and equipment from 130 227 0 0

other related parties(a)
Contributions to subsidiaries under SGP 0 0 41 129
Dividend declared from associate 0 21 0 0
Dividend declared from subsidiary 0 0 6,000 6,400
Purchase of goods from other related parties(a) 12,078 16,625 0 0
Receiving of services from other related parties(a) 231 233 0 0
Rendering of services to joint venture 419 428 0 0
Rendering of services to subsidiaries 0 0 5,356 5,356
Rental charged by subsidiary 0 0 156 129
Rental charged by other related party(a) 114 114 0 0
Rental charged to subsidiary 0 0 784 784
Rental charged to other related party(a) 181 181 181 181
Sale of development unit to director 0 1,930 0 0
Sale of development unit to other related party(a) 1,930 0 0 0
Sale of goods to other related party(a) 3,071 4,367 0 0
Subscription for shares in associate 1,084 5,937 0 0

(a) Being companies in which certain directors have substantial financial interests
 Annual Report 2023 157
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

36. Segment reporting

Group

Operating segments

For management purposes, the Group is organised into business units based on their products and services and has
the following reportable operating segments:

(i) Manufacture of printed circuit boards

(ii) Cultivation of oil palm
(iii) Property development
(iv) Construction contracts (for water & wastewater treatment plant and road infrastructure)
(v) Sale of electric vehicles

Except as indicated above, no operating segments have been aggregated to form the above reportable segments.

The accounting policies and measurement bases of the segment items reported are the same as those disclosed in
Note 2. Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions
with external parties.

Manufacture Sale Unallocated

of printed Cultivation Property Construction of electric non-operating
circuit boards of oil palm development contracts vehicles segments Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2023
Segment assets 202,559 17,983 267,452 16,911 7,512 48,423 560,840
Investments in associates 0 0 0 0 0 10,538 10,538
Investment in joint venture 0 0 0 0 0 20,806 20,806
Income tax assets 2,562 26 1,317 0 13 1 3,919
Total assets 205,121 18,009 268,769 16,911 7,525 79,768 596,103

Additions to non-current assets 14,037 0 141 16 1,853 1,390 17,437

Segment liabilities 21,758 57 15,655 7,822 301 13,803 59,396

Loans and borrowings 24,698 0 11,625 0 107 20,765 57,195
Lease liabilities 0 0 110 109 208 553 980
Income tax liabilities 8,866 0 46 3 6 945 9,866
Total liabilities 55,322 57 27,436 7,934 622 36,066 127,437

External revenue 183,314 780 27,005 11,854 1,238 3,616 227,807

Intersegment revenue 33 0 0 5,737 0 11,859 17,629
Total revenue 183,347 780 27,005 17,591 1,238 15,475 245,436

Segment profit/(loss) (16,199) (806) 6,065 2,976 (873) (1,491) (10,328)

Interest income 1,138 0 372 54 18 249 1,831
Interest expense (1,187) 0 (538) (27) (13) (1,071) (2,836)
Share of associate’s loss 0 0 0 0 0 (2,084) (2,084)
Share of joint venture’s loss 0 0 0 0 0 (162) (162)
Profit/(Loss) before tax (16,248) (806) 5,899 3,003 (868) (4,559) (13,579)
Tax expense (261) 0 (1,840) (21) 9 (550) (2,663)
Profit/(Loss) for the financial year (16,509) (806) 4,059 2,982 (859) (5,109) (16,242)

Non-cash income 1,057 0 0 20 0 2,003 3,080

Depreciation 13,993 33 527 160 147 951 15,811
Other non-cash expenses 591 12 5 16 8 1,023 1,655
 158 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

36. Segment reporting (cont’d)

Operating segments (cont’d)

Manufacture Sale Unallocated

of printed Cultivation Property Construction of electric non-operating
circuit boards of oil palm development contracts vehicles segments Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2022
Segment assets 227,073 18,107 259,608 14,950 2,871 52,660 575,269
Investments in associates 0 0 0 0 0 11,058 11,058
Investment in joint venture 0 0 0 0 0 20,968 20,968
Income tax assets 1,427 134 1,978 30 1 1 3,571
Total assets 228,500 18,241 261,586 14,980 2,872 84,687 610,866

Additions to non-current assets 13,609 0 2,371 114 10 31 16,135

Segment liabilities 25,652 55 13,878 9,387 12 16,415 65,399

Loans and borrowings 21,940 0 8,185 0 0 22,727 52,852
Lease liabilities 0 0 181 143 0 58 382
Income tax liabilities 8,707 0 45 0 6 944 9,702
Total liabilities 56,299 55 22,289 9,530 18 40,144 128,335

External revenue 213,885 1,602 46,129 10,676 0 3,550 275,842

Intersegment revenue 0 0 0 2,386 0 12,540 14,926
Total revenue 213,885 1,602 46,129 13,062 0 16,090 290,768

Segment profit/(loss) 59 (324) 10,077 (2,928) (145) (4,530) 2,209

Interest income 887 0 157 0 0 180 1,224
Interest expense (584) 0 (159) (22) 0 (942) (1,707)
Share of associates' loss 0 0 0 0 0 (565) (565)
Share of joint venture's loss 0 0 0 0 0 (99) (99)
Profit/(Loss) before tax 362 (324) 10,075 (2,950) (145) (5,956) 1,062
Tax expense (2,085) 0 (2,714) 0 0 (551) (5,350)
Profit/(Loss) for the financial year (1,723) (324) 7,361 (2,950) (145) (6,507) (4,288)

Non-cash income 1,150 0 0 25 0 191 1,366

Depreciation 13,699 34 475 168 9 931 15,316
Other non-cash expenses 520 79 50 41 0 3,840 4,530

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

2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Malaysia 131,404 158,897 314,016 304,026

China 3,916 3,232 30,148 34,333
Indonesia 25,298 37,738 0 0
Singapore 57,291 65,983 0 0
Others 9,898 9,992 0 0
227,807 275,842 344,164 338,359
 Annual Report 2023 159
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

36. Segment reporting (cont’d)

Major customers

The major groups of customers of the manufacture of printed circuit boards segment that contributed 10% or more of
the Group’s total revenue are as follows:

External revenue
2023 2022
RM’000 RM’000

Group of customers I 57,208 65,706

Group of customers II 27,893 30,550
85,101 96,256

37. Contractual commitments

Group

2023 2022
RM’000 RM’000

Acquisition of property, plant and equipment 3,364 2,565

38. Financial risk management

The activities of the Group expose it to certain financial risks, including credit risk, liquidity risk, currency risk, interest
rate risk and other price 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.

Credit risk

The Group’s exposure to credit risk arises mainly from receivables, derivative contracts 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 certain related parties. The maximum credit risk exposure
of these financial guarantees is the total utilisation of the credit facilities granted as disclosed in Note 23.

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. The quantitative information about such
credit risk exposure is disclosed in Note 17. As the Group only deals with reputable financial institutions, the credit risk
associated with derivative contracts and deposits placed with them is low.
 160 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

38. Financial risk management (cont’d)

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 currencies within the Group are
Ringgit Malaysia (“RM”) and Renminbi (“RMB”), whereas the major foreign currency transacted is US Dollar (“USD”).
The gross carrying amounts of foreign currency denominated monetary items at the end of the reporting period are
as follows:

Group Company
Denominated in USD Denominated in USD
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Receivables 25,260 26,317 0 0

Cash and cash equivalents 20,755 22,748 170 158
Payables (9,231) (12,956) 0 0
Loans and borrowings (24,698) (7,940) 0 0
12,086 28,169 170 158

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 and equity to changes in exchange rates that were reasonably possible at the end of the
reporting period, with all other variables held constant:

Group Company
Profit/(Loss) and equity Profit/(Loss) and equity
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Appreciation of USD against RM by 3% (2022 : 4%) 165 720 5 6

Depreciation of USD against RM by 3% (2022 : 4%) (165) (720) (5) (6)
Appreciation of USD against RMB by 3% (2022 : 5%) 147 234 0 0
Depreciation of USD against RMB by 3% (2022 : 5%) (147) (234) 0 0
 Annual Report 2023 161
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

38. 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, loans and borrowings and lease liabilities.

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 follows:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Fixed rate instruments

Financial assets 45,452 60,582 9,218 10,327
Financial liabilities (10,488) (22,321) (554) (58)
Floating rate instruments
Financial liabilities (47,687) (30,913) 0 0

As the Group does not account for its fixed rate financial instruments at fair value through profit or loss, any change in
interest rates at the end of the reporting period would not affect its profit or loss and equity. For floating rate financial
instruments measured at amortised cost, the following table demonstrates the sensitivity of profit or loss and equity
to changes in interest rates that were reasonably possible at the end of the reporting period, with all other variables
held constant:

Group
Profit/(Loss) and equity
2023 2022
RM’000 RM’000

Increase in interest rates by 10 (2022 : 40) basis points (37) (98)

Decrease in interest rates by 10 (2022 : 40) basis points 37 98

Other price risk

The Group’s exposure to other price risk arises mainly from quoted investments.

The Group manages its investments on an individual basis by continuously evaluating the share price movements,
investment returns and the general industrial conditions relevant to the investees.

The Group’s quoted investments are listed on Bursa Malaysia Securities Berhad. Based on the assumption that
the share prices of these investments moved in correlation with the FTSE Bursa Malaysia KLCI (“FBMKLCI”), the
following table demonstrates the sensitivity of profit or loss and equity to changes in FBMKLCI that were reasonably
possible at the end of the reporting period, with all other variables held constant:

Group and Company

Profit/(Loss) and equity
2023 2022
RM’000 RM’000

Increase in FBMKLCI by 2% (2022 : 4%) 61 242

Decrease in FBMKLCI by 2% (2022 : 4%) (61) (242)
 162 Annual Report 2023
GUH HOLDINGS BERHAD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

39. 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 interest-bearing debts to be the key components of its capital structure
and may, from time to time, adjust the dividend payouts, purchase or resell 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 interest-bearing debts divided by total equity as follows:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Loans and borrowings 57,195 52,852 0 0

Lease liabilities 980 382 554 58
Total interest-bearing debts 58,175 53,234 554 58
Total equity 468,666 482,531 449,906 446,836
Total capital 526,841 535,765 450,460 446,894

Debt-to-equity ratio (times) 0.12 0.11 0.00 0.00

The aforementioned capital management objective, policies and processes have remained unchanged from the
previous financial year.
 Annual Report 2023 163
GUH HOLDINGS BERHAD

ANALYSIS OF SHAREHOLDINGS

Total number of issued shares : 281,360,240 ordinary shares

Class of Shares : Ordinary Shares

Voting Rights : One vote per ordinary share

Distribution Schedule of Shares

As at 29 March 2024

Holdings No. of Holders Total Holdings %

Less than 100 1,373 71,130 0.03

100 - 1,000 2,329 1,022,321 0.36
1,001 – 10,000 6,304 23,747,879 8.44
10,001 – 100,000 1,961 57,327,780 20.37
100,001 – less than 5% of issued shares 243 119,015,683 42.30
5% and above of issued shares 2 80,175,447 28.50
12,212 281,360,240 100.00
 164 Annual Report 2023
GUH HOLDINGS BERHAD

ANALYSIS OF SHAREHOLDINGS

Substantial Shareholders
As at 29 March 2024

Direct Interest Deemed Interest

No. Name of Substantial Shareholders No. of No. of
Shares % Shares %

1. HSBC Nominees (Asing) Sdn. Bhd. 47,740,072 16.97 - -

HBAP For Gold Connection Assets Limited
2. Zun Holdings Sdn. Bhd. 32,435,375 11.53 - -
3. Puan Sri Datin Seri Ang Gaik Nga 12,103,708 4.30 32,435,375a 11.53
4. Datin Seri Jessica H’ng Hsieh Ling 3,598,465 1.28 32,435,375a 11.53
5. Dato’ H’ng Chun Hsiang 2,438,748 0.87 32,435,375a 11.53
6. H’ng Chun Ching 1,965,200c 0.70 32,435,375a 11.53
7. H’ng Hsieh Fern 894,199 0.32 32,435,375a 11.53
8. Tan Sri Dato’ Seri H’ng Bok San 750,031 0.27 53,435,695b 18.99

Directors’ Shareholdings
As at 29 March 2024

Direct Interest Deemed Interest

No. of No. of
No. Name of Directors Shares % Shares %

1. Tan Sri Dato’ Seri H’ng Bok San 750,031 0.27 53,435,695b 18.99
2. Datuk Seri Kenneth H’ng Bak Tee 4,999,931 1.78 1,760,219d 0.63
3. Dato’ Harry H’ng Bak Seah 2,497,710 0.89 - -
4. Datin Seri Jessica H’ng Hsieh Ling 3,598,465 1.28 32,435,375 a 11.53
5. Dato’ Dr. Gan Kong Meng - - - -
6. Mr. Teng Chang Yeow - - - -
7. Ms. Phoon Yee Min - - - -

Notes:

a Deemed interested by virtue of shareholdings held through Zun Holdings Sdn. Bhd., pursuant to Section 8 of the
Companies Act 2016

b Deemed interested by virtue of his spouse’s and children’s shareholdings in the Company, as well as his shareholdings
held through Zun Holdings Sdn. Bhd., pursuant to Sections 8 and 59(11)(c) of the Companies Act 2016

c Shares are held through UOBM Nominees (Tempatan) Sdn. Bhd.

d Deemed interested by virtue of his spouse’s and son’s shareholdings in the Company pursuant to Section 59(11)(c) of
the Companies Act 2016. 1,404,649 shares are held through Inter-Pacific Equity Nominees (Tempatan) Sdn. Bhd.
 Annual Report 2023 165
GUH HOLDINGS BERHAD

ANALYSIS OF SHAREHOLDINGS

Thirty (30) Largest Shareholders

As at 29 March 2024

No. Name of Securities Account Holders No. of Shares %

1 HSBC Nominees (Asing) Sdn. Bhd. 47,740,072 16.97

HBAP for Gold Connection Assets Limited (PB-SGDIV501999)
2 Zun Holdings Sdn. Bhd. 32,435,375 11.53
3 Puan Sri Datin Seri Ang Gaik Nga 12,103,708 4.30
4 Song Siew Gnoh 10,321,658 3.67
5. Tay Teck Ho 5,300,000 1.88
6. Datuk Seri Kenneth H’ng Bak Tee 4,999,931 1.78
7. Kan Yu Oi Ling 4,507,445 1.60
8. Datin Seri Jessica H’ng Hsieh Ling 3,598,465 1.28
9. Chee Sai Mun 3,239,450 1.15
10. Laico Jaya Sdn. Bhd. 3,147,954 1.12
11. Dato’ H’ng Chun Hsiang 2,438,748 0.87
12. Dato’ Harry H’ng Bak Seah 2,360,329 0.84
13. CGS International Nominees Malaysia (Asing) Sdn. Bhd. 2,127,967 0.76
Exempt An for CGS International Securities Singapore Pte. Ltd. (Retail Clients)
14. UOBM Nominees (Tempatan) Sdn. Bhd. 1,965,200 0.70
UOBM for H’ng Chun Ching (PBM)
15. Kenanga Nominees (Asing) Sdn. Bhd. 1,772,060 0.63
Exempt An for Phillip Securities Pte Ltd (Client Account)
16. Shoptra Jaya (M) Sdn. Bhd. 1,464,128 0.52
17. Inter-Pacific Equity Nominees (Tempatan) Sdn. Bhd. 1,404,649 0.50
Datin Seri Tham Hooi Loon (0151)
18. Dato’ Lai Chang Hun 1,383,042 0.49
19. RHB Nominees (Tempatan) Sdn. Bhd. 1,130,000 0.40
Pledged securities account for Gak Jia Weng
20. Public Nominees (Tempatan) Sdn. Bhd. 1,125,629 0.40
Pledged securities account for Chee Sai Mun (E-KLC)
21. Pok See How 1,000,000 0.36
22. Rudy Yeap Ee Kiat 950,000 0.34
23. H’ng Hsieh Fern 894,199 0.32
24. Tan Pak Nang 821,340 0.29
25. Nyiew Teng Sia @ Yang Ting Chern 810,834 0.29
26. Siaw Poon Keong 803,378 0.29
27. Tan Sri Dato’ Ser H’ng Bok San 750,031 0.27
28. CGS International Nominees Malaysia (Tempatan) Sdn. Bhd. 699,000 0.25
Pledged securities account for Tan Li Li (MY1759)
29. Affin Hwang Nominees (Tempatan) Sdn. Bhd. 673,700 0.24
Pledged securities account for Chooi Chin (M10)
30. Chew Hui Kuan 666,048 0.24
 166 Annual Report 2023
GUH HOLDINGS BERHAD

ANALYSIS OF SHAREHOLDINGS

Total number of issued Warrants : 140,676,879 Warrants

Exercise Price : RM0.5250

Expiry Date : 25 June 2028

Distribution Schedule of Warrants

As at 29 March 2024

Holdings No. of Holders Total Holdings %

Less than 100 2,151 97,122 0.07

100 - 1,000 4,069 2,280,944 1.62
1,001 – 10,000 4,071 13,583,045 9.65
10,001 – 100,000 763 22,075,313 15.69
100,001 – less than 5% of issued warrants 134 62,552,732 44.47
5% and above of issued warrants 2 40,087,723 28.50
11,190 140,676,879 100.00

Directors’ Warrantholdings
As at 29 March 2024

Direct Interest Deemed Interest

No. of No. of
No. Name of Directors Warrants % Warrants %

1. Tan Sri Dato’ Seri H’ng Bok San 375,015 0.27 26,717,846a 18.99
2. Datuk Seri Kenneth H’ng Bak Tee - - - -
3. Dato’ Harry H’ng Bak Seah 1,248,854 0.89 - -
4. Datin Seri Jessica H’ng Hsieh Ling 1,799,232 1.28 16,217,687b 11.53
5. Dato’ Dr. Gan Kong Meng - - - -
6. Mr. Teng Chang Yeow - - - -
7. Ms. Phoon Yee Min - - - -

Notes:

a Deemed interest by virtue of his spouse’s and children’s interest in the Company, as well as his interest in Zun Holdings
Sdn. Bhd., pursuant to Sections 8 and 59(11)(c) of the Companies Act 2016

b Deemed interest by virtue of her interest in Zun Holdings Sdn. Bhd., pursuant to Section 8 of the Companies Act 2016
 Annual Report 2023 167
GUH HOLDINGS BERHAD

ANALYSIS OF SHAREHOLDINGS

Thirty (30) Largest Warrant Holders

As at 29 March 2024

No. Name of Securities Account Holders No. of Shares %

1 HSBC Nominees (Asing) Sdn. Bhd. 23,870,036 16.97

HBAP for Gold Connection Assets Limited (PB-SGDIV501999)
2 Zun Holdings Sdn. Bhd. 16,217,687 11.53
3 Puan Sri Datin Seri Ang Gaik Nga 6,051,854 4.30
4 Song Siew Gnoh 5,160,829 3.67
5. Affin Hwang Nominees (Tempatan) Sdn. Bhd. 3,282,200 2.33
Pledged securities account for Chong Mee Fah @ Federick Chong
6. Koon Woh 3,201,700 2.28
7. Tay Teck Ho 2,650,000 1.88
8. Kan Yu Oi Ling 2,253,722 1.60
9. Datin Seri Jessica H’ng Hsieh Ling 1,799,232 1.28
10. Laico Jaya Sdn. Bhd. 1,573,977 1.12
11. Maybank Nominees (Tempatan) Sdn. Bhd. 1,527,000 1.09
Pledged securities account for Looi Boon Han
12. Affin Hwang Nominees (Tempatan) Sdn. Bhd. 1,290,000 0.92
Pledged securities account for Chan Yin Peng
13. Dato’ H’ng Chun Hsiang 1,219,374 0.87
14. Dato’ Harry H’ng Bak Seah 1,180,164 0.84
15. Lau San Sian 1,150,000 0.82
16. CGS International Nominees Malaysia (Asing) Sdn. Bhd. 1,063,983 0.76
Exempt An for CGS International Securities Singapore Pte. Ltd. (Retail Clients)
17. UOBM Nominees (Tempatan) Sdn. Bhd. 982,600 0.70
UOBM for H’ng Chun Ching (PBM)
18. Kenanga Nominees (Asing) Sdn. Bhd. 870,226 0.62
Exempt An For Phillip Securities Pte Ltd (Client Account)
19. Public Nominees (Tempatan) Sdn. Bhd. 850,578 0.60
Pledged securities account for Teh Kian Lang (E-KLC)
20. Siah Boon Pah 820,000 0.58
21. Dato’ Lai Chang Hun 691,521 0.49
22. Lim Eng Kiat 665,500 0.47
23. Tan Kah Hooi 600,000 0.43
24. Public Nominees (Tempatan) Sdn. Bhd. 548,831 0.39
Pledged securities account for Wong Ai Ming (E-KLC)
25. Maybank Securities Nominees (Tempatan) Sdn. Bhd. 500,000 0.36
Pledged securities account for Vincent Phua Chee Ee
26. Rudy Yeap Ee Kiat 475,000 0.34
27. Kenanga Nominees (Tempatan) Sdn. Bhd. 467,700 0.33
Pledged securities account for Chong Wee Kiong
28. Public Nominees (Tempatan) Sdn. Bhd. 465,000 0.33
Pledged securities account for Maly Tan (E-KBU)
29. RHB Nominees (Tempatan) Sdn. Bhd. 455,000 0.32
Pledged securities account for Gak Jia Weng
30. Lau Suat Sian 448,350 0.32
 168 Annual Report 2023
GUH HOLDINGS BERHAD

LIST OF PROPERTIES
AS AT 31 DECEMBER 2023

No. Address/ Location Tenure Description Area Approximate Net Book Value Date of
(square Age of properties/ (RM’000) Acquisition/
metre) buildings Re-Valuation
1 Plot 1240 & 1241, Leasehold 60 years Office/ 16,339 37 years 15,970 31/12/2013
Bayan Lepas Free Industrial Zone, Expiring on Factory building
Phase 3, Bayan Lepas 27/8/2041
11900 Penang
2 Plot 208A Bayan Lepas Free Leasehold 60 years Office/ 6,167 37 years 6,817 31/12/2013
Industrial Zone, Phase 3, Expiring on Factory building
Bayan Lepas, 11900 Penang 20/10/2049
3 160-4-3 Anson Road, Freehold Apartment 153 42 years 470 31/12/2016
10400 Penang
4 588 Changjiang Road, Leasehold 50 years Office/ 53,325 26 years 20,943 31/12/2013
New District Suzhou, Expiring on Factory building
Jiangsu, China 17/8/2047
5 Unit 16, Rose Garden Leasehold Bungalow 232 25 years 336 31/12/2013
Xiang Xie Mountain Villa Resort 70 years
No. 289 Jin San Road, Mudu Town, Expiring on
Wuzhong District, 215101 Suzhou 17/5/2068
Jiangsu Province, China
6 Along Kuala Lumpur/ Seremban Freehold Ongoing mixed 389,653 - 80,795 30/09/2004
Highway, Pekan Bukit Kepayang, development scheme
District of Seremban known as Taman
Negeri Sembilan Bukit Kepayang
7 Along off Jalan Simpang Ampat Freehold Ongoing mixed 182,949 - 79,374 27/03/2014
Mukim 14 & 15 District of Seberang development scheme
Perai Tengah, Pulau Pinang known as Simpang
Ampat
8 Lot No. 20339 Mukim 12, Freehold Industrial Land 15,126 - 8,036 09/09/2015
Province Wellesley South, Penang
9 Lot No. 20338 Mukim 12, Freehold Industrial Land 12,747 - 6,638 09/09/2015
Province Wellesley South, Penang
10 Lot No. 20337 Mukim 12, Freehold Industrial land 11,357 - 4,482 31/12/2016
Province Wellesley South, Penang
11 Lot No. 1693, Mukim 12, Freehold Industrial land 1,998 - 520 31/12/2016
Province Wellesley South, Penang
12 27 Jalan Serendah 26/40 Freehold 3-Storey Semi-D 819 10 years 4,424 27/12/2013
Kawasan Perindustrian Hicom factory
Seksyen 26, 40400 Shah Alam
Selangor
13 Lot No. 5 Mukim Telui Kiri, Freehold Agricultural land 1,551,773 - 21,200 31/12/2013
Daerah Kuala Muda,
Kedah
14 PT No. 47843 Mukim of Rawang Freehold Commerical land 13,901 5 years 29,113 04/06/2015
District of Gombak
Selangor Darul Ehsan
15 Flat No. 27-C, Unit 75, 3rd Floor, Freehold 3rd floor of a 86 36 years 42 31/12/2013
Jalan Tembikai, Taman Mutiara, 3-storey shophouse
14000 Bukit Mertajam, Penang
16 1-1-05 No. 1, Freehold Shoplot 86 29 years 216 31/12/2016
Persiaran Bukit Jambul 1,
Complex Relau,
11900 Penang
17 Unit No. 24, 25, 27, 91, 100, 101 Freehold 7 units of double 1,169 25 years - 31/12/2009
& 103 Lembah Beringin, storey terrace houses
Sector 26-2, Selangor
18 PT 666, Pekan Bukit Selambau, Freehold Industrial Land 3,971 - 522 12/09/2019
Daerah Kuala Muda,
Negeri Kedah
19 Lot 20987, Mukim 14 Freehold Commercial land 2,793 - 4,642 27/03/2014
District of Seberang Perai Selatan
Pulau Pinang
20 Lot 50878 & Lot 50879, Freehold Residential land 33,655 - 8,912 09/11/2023
Bandar Seremban Utama,
Seremban, Negeri Sembilan

Revaluation Policy

The land and buildings of the Group were revalued by firms of independent professional valuers using open market value basis.
 Annual Report 2023 169
GUH HOLDINGS BERHAD

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 60th Annual General Meeting (“AGM”) of GUH Holdings Berhad (“the Company”)
will be held virtually by way of live streaming via remote participation and electronic voting facilities from the broadcast
venue at the Auditorium of the Company at 2nd Floor, Plot 1240 & 1241, Bayan Lepas Free Industrial Zone, Phase 3,
11900 Bayan Lepas, Penang on Monday, 27 May 2024 at 10:30 a.m. to transact the following businesses:

AGENDA

As Ordinary Business

1. To lay before the meeting the Audited Financial Statements for the financial year ended 31
December 2023 together with the Reports of the Directors and the Auditors thereon.

2. To approve the payment of Directors’ fees and benefits up to an amount of RM2,424,000. Resolution 1

3. To re-appoint Messrs. Crowe Malaysia PLT as Auditors of the Company for the financial year Resolution 2
ending 31 December 2024 and to authorise the Directors to fix their remuneration.

As Special Business

To consider and if thought fit, to pass with or without any modifications, the following resolutions:

4. ORDINARY RESOLUTION – Resolution 3

CONTINUATION IN OFFICE AS INDEPENDENT NON-EXECUTIVE DIRECTOR

“THAT approval be and is hereby given to Dato’ Dr. Gan Kong Meng who has served as an
Independent Non-Executive Director for a cumulative term of nine years, to continue to act as
an Independent Non-Executive Director of the Company until the next AGM.”

5. ORDINARY RESOLUTION – Resolution 4

AUTHORITY TO ISSUE SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE
COMPANIES ACT 2016

“THAT pursuant to Sections 75 and 76 of the Companies Act 2016 and subject always to
the Company’s Constitution and approval from relevant governmental and/or regulatory
authorities, the Directors be and are hereby authorised to issue shares in the Company at
any time until the conclusion of the next AGM and upon such terms and conditions and for
such purposes as the Directors may, in their absolute discretion, deem fit, provided that the
aggregate number of shares to be issued, pursuant to this resolution does not exceed 10%
of the total number of issued shares of the Company (excluding treasury shares) for the
time being AND THAT the Directors be and are also empowered to obtain the approval from
Bursa Malaysia Securities Berhad for the listing and quotation of the additional shares so
issued, subject always to the approval of all relevant regulatory bodies being obtained for
such issues.”
 170 Annual Report 2023
GUH HOLDINGS BERHAD

NOTICE OF ANNUAL GENERAL MEETING

6. ORDINARY RESOLUTION – Resolution 5

PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

“THAT subject to the Company’s compliance with all applicable rules, regulations and
orders made pursuant to the Companies Act 2016 (“Act”), the provisions of the Company’s
Constitution and the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
(“Listing Requirements”) and the approval of all other relevant authorities, the Directors of the
Company be and is hereby authorised to utilise an amount not exceeding the total retained
profits of RM169.8 million of the Company, based on the latest Audited Financial Statements
as at 31 December 2023 to purchase such amount of ordinary shares in the Company as
may be determined by the Directors of the Company from time to time upon such terms
and conditions as the Directors may deem fit and expedient in the interest of the Company
provided that the aggregate number of ordinary shares to be purchased pursuant to this
resolution does not exceed 10% of the total number of issued shares of the Company as
quoted on Bursa Malaysia Securities Berhad at any given point in time (“Proposed Share
Buy-Back”).

AND THAT the Directors of the Company be and are hereby authorised to deal with the
shares so purchased by the Company pursuant to the Proposed Share Buy-Back in the
following manner:

(i) to cancel the shares; and/or

(ii) to retain the shares as treasury shares which may be distributed as share dividends,
resold on Bursa Securities in accordance with the relevant rules of Bursa Securities,
transferred for the purposes of or under an employees’ share scheme, transferred as
purchase consideration, cancelled and/or sold, transferred or otherwise used for such
other purposes as the Minister may by order prescribe; and/or
(iii) to retain part of the shares as treasury shares and cancel the remainder; and/or
(iv) any combination of the above; and/or
(v) in any other manner as prescribed by the Act, Listing Requirements and any other
relevant authority for the time being in force.

AND THAT such authority for the Proposed Share Buy-Back conferred by this resolution shall
commence upon the passing of this resolution and shall continue to be in force until:

(a) the conclusion of the next AGM of the Company, at which time the said authority
shall lapse, unless by an ordinary resolution passed at that meeting, the authority is
renewed, either unconditionally or subject to conditions; or

(b) the expiration of the period within which the next AGM of the Company is required by
law to be held; or

(c) revoked or varied by resolution passed by the shareholders of the Company in a

general meeting,

whichever occurs first.

AND THAT, the Directors of the Company or any of them be and are hereby authorised to
take all such steps as are necessary or expedient to implement, finalise and to give full effect
to the Proposed Share Buy-Back with full powers to assent to any conditions, modifications,
variations, and/or amendments as may be required or imposed by the relevant authorities and
to do all such acts and things (including executing all documents) as the Directors may deem
fit and expedient in the best interest of the Company.”
 Annual Report 2023 171
GUH HOLDINGS BERHAD

NOTICE OF ANNUAL GENERAL MEETING

7. ORDINARY RESOLUTION – Resolution 6

PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED
PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

“THAT subject to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
and all other applicable laws, approval be and is hereby given to the Company and/or its
subsidiaries to enter into the recurrent related party transactions of a revenue or trading
nature with the related parties as set out in Part B of the Statement/Circular to Shareholder
dated 26 April 2024, which are necessary for the day-to-day operations, in the ordinary course
of business, made at arm’s length basis and on normal commercial terms which are not more
favourable to the related parties than those normally available to the public and are not to the
detriment of the minority shareholders of the Company AND THAT the authority conferred by
this mandate shall commence immediately upon the passing of this resolution and is subject
to annual renewal. In this respect the authority shall only continue to be in force until:

(i) the conclusion of the next AGM of the Company at which time the authority will lapse,
unless the authority is renewed by a resolution passed at that AGM;

(ii) the expiration of the period within which the next AGM is required to be held pursuant
to Section 340(2) of the Companies Act 2016 (but not extending to such extensions as
may be allowed pursuant to Section 340(4) of the Companies Act 2016); or

(iii) revoked or varied by resolution passed by the shareholders of the Company in a

general meeting,

whichever is earlier.

AND THAT authority be and is hereby given to the Directors of the Company to complete and
do all such acts and things (including executing such documents as may be required) as they
may consider expedient or necessary to give effect to the transaction contemplated and/or
authorised by this Ordinary Resolution.”

8. To transact any other business of the Company for which due notice shall have been given.

By Order of the Board,

Datuk Seri Kenneth H’ng Bak Tee (LS 0008988) (SSM PC No.: 201908001173)
Kee Gim Tee (MAICSA 7014866) (SSM PC No.: 201908002255)

Company Secretaries
Penang
Dated this 26 April 2024
 172 Annual Report 2023
GUH HOLDINGS BERHAD

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A member of the Company entitled to attend and vote at this meeting, shall be entitled to appoint any person as his
proxy. A proxy need not also be a member. A member who appoints more than 1 proxy must specify the proportion of
his holdings to be represented by each proxy.

2. A member shall not be entitled to appoint more than 2 proxies to attend and vote at this meeting. Where a member
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.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in
writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

4. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a
notarially certified copy of that power or authority shall be deposited at the office of Poll Administrator, Mega Corporate
Services Sdn. Bhd. situated at Level 15-2 Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur
not less than 48 hours before the time appointed for holding the meeting or email to AGM-support.GUH@megacorp.
com.my. For shareholders’ online registrations, kindly refer to the annexure of the Administrative Guide published on
the Company’s website.

5. Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all
resolutions will be put to vote by way of poll. Only a Depositor whose name is registered in the Record of Depositors
as at 20 May 2024 shall be regarded as member to attend, speak and vote at this meeting.

6. To attend and vote on any or all of the resolutions at this meeting, you may participate via remote participation and
electronic voting facilities in accordance with the procedures as set out in the Administrative Guide, which is made
available at the Company’s website at http://www.guh.com.my, or send in your votes in advance by appointing the
Chairman of the Meeting as your proxy. If you have any questions in relation to any item of the Agenda of the meeting,
you may send them in via real time submission of typed texts during the Meeting in accordance with the procedures
as set out in the Administrative Guide.

Explanatory Notes:

Audited Financial Statements for the financial year ended 31 December 2023

This Audited Financial Statements are laid in accordance with Section 340(1)(a) of the Companies Act 2016 for discussion
only under Agenda 1. Shareholders’ approval is not required. Hence, this Agenda item will not be put forward for voting.

Resolution 1 - Payment of Directors’ fees and benefits

Pursuant to Section 230(1) of the Companies Act, 2016, fees and benefits payable to the Directors of a listed company
and its subsidiaries shall be approved by the shareholders at a general meeting. In this respect, the Board agreed with
the recommendation from the Remuneration Committee that shareholders’ approval shall be sought at the Company’s
60th AGM for the payment of Directors’ fees and benefits from 60th AGM up to the 61st AGM of the Company to be held
in 2025. The payment of fixed fees to the Directors is to compensate them for their time and effort on an on-going basis
for their service to the Company. The total amount comprises fixed allowances, meeting allowances which vary from one
Director to another depending on the number of committees they sit on and the number of meetings attended by them as
well as other benefits in kind.

The full details of the Directors’ fees and other benefits paid during the financial year ended 31 December 2023 are
disclosed in Note 31 to the financial statements under the Company’s Annual Report 2023 and enumerated under the
Corporate Governance Report.

Resolution 2 – Re-appointment of Auditors

Pursuant to Section 273(b) of the Companies Act 2016, the term of office of the present Auditors, Messrs. Crowe Malaysia
PLT, shall lapse at the conclusion of this AGM unless they are re-appointed by the shareholders to continue in office. Crowe
Malaysia PLT have indicated their willingness to be re-appointed as Auditors for the financial year ending 31 December
2024. The Proposed Resolution 2, if passed, will also give the Directors, authority to determine the remuneration of the
Auditors.
 Annual Report 2023 173
GUH HOLDINGS BERHAD

NOTICE OF ANNUAL GENERAL MEETING

Resolution 3 – Continuation in office as Independent Non-Executive Director

The proposed Resolution 3 is to retain Dato’ Dr. Gan Kong Meng as Independent Director of the Company. His profile is
set under the Profile of Directors in the Annual Report 2023.

The Board of Directors had via the Nomination Committee reviewed and assessed his independence, regards him to
be independent based on among others, the following justifications and recommends that Dato’ Dr. Gan be retained as
Independent Director of the Company:

(a) Fulfils the criteria of an Independent Director pursuant to the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad;

(b) Provide the Board with diverse set of experience, skills and expertise in the relevant field/business industry;

(c) Sufficient time and attention to his professional obligations for informed and balanced decision making;

(d) Able to bring independent and objective judgment to the Board deliberations and his position in the Board has not
been compromised by his familiarity and long relationship with other Board members;

(e) Have exercised his due care during his tenure as an Independent Director and carried out his professionalism duties
in the best interest of the Company; and

(f) Long service with the Company enhances his knowledge and understanding of the business operation of the Group
which enable him to contribute actively and effectively during deliberations and discussion at the Audit and Risk
Management & Sustainability Committee and Board meetings.

Dato’ Dr. Gan has no conflict of interest or potential conflict of interest, including in any competing business of the Group
or family that could affect the execution of his role.

The Board will seek shareholders’ approval through a two-tier voting process in line with practice recommended by the
Malaysian Code on Corporate Governance.

Resolution 4 – Authority to issue shares pursuant to Sections 75 and 76 of the Companies Act 2016

The proposed Resolution 4 is a renewal of the general authority given to the Directors of the Company to allot and issue
shares as approved by the shareholders at the 59th AGM held on 31 May 2023 (“previous mandate”). The proposed
Resolution 4, if passed, will give authority to the Directors of the Company to issue and allot shares up to and not exceeding
10% of the total number of issued shares of the Company (excluding treasury shares) for the time being without convening
a general meeting which will be both time and cost consuming. The authority given pursuant to Sections 75 and 76 of the
Companies Act 2016 will provide flexibility to the Company for any possible fund raising activities, including but not limited
to further placing up shares, for purpose of funding future investment, working capital and/or acquisition.

Resolution 5 – Proposed renewal of Share Buy-Back authority

The proposed Resolution 5, if passed, would empower the Directors of the Company to purchase its own shares through
Bursa Malaysia Securities Berhad up to 10% of the total number of issued shares of the Company. Further information is
set out in Part A of the Share Buy-Back Statement dated 26 April 2024.

Resolution 6 – Proposed renewal of shareholders’ mandate for recurrent related party transactions of a revenue
or trading nature

The proposed Resolution 6, if passed, would allow the Company and/or its subsidiaries and related companies to enter into
the recurrent related party transactions of a revenue or trading nature which are necessary for the day-to-day operations
with the related parties.

This authority, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the next AGM,
or the expiration of the period within which the next AGM is required by law to be held, or revoked or varied by an ordinary
resolution passed by the shareholders of the Company in general meeting, whichever is earlier. Further information is set
out in Part B of the Circular to Shareholders dated 26 April 2024.
 174 Annual Report 2023
GUH HOLDINGS BERHAD

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

(Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad)

1. Details of individuals who are standing for election as Directors (excluding Directors standing for re-election).

No individual is seeking election as Director at the forthcoming 60th Annual General Meeting (AGM) of the Company.

2. General mandate for issue of securities in accordance with Paragraph 6.03(3) of the Main Market Listing Requirements
of Bursa Malaysia Securities Berhad.

The details of the proposed authority for Directors to issue shares in the Company pursuant to Sections 75 and 76 of
the Companies Act 2016 are set out in the Explanatory Notes of Resolution 4 of the Notice of AGM.

The Company did not utilise the mandate obtained at the last AGM and thus no proceeds were raised from the
previous mandate.
 Annual Report 2023 175
GUH HOLDINGS BERHAD

GUH HOLDINGS BERHAD No. of Shares Held

196101000062 (4104-W)
CDS Account No.
PROXY FORM

Shareholder Proxy 1 Proxy 2

Name
NRIC No.
Phone No.
Email
Address

% of shareholding

or failing him, the Chairman of the Meeting as my/our proxy(ies) to vote for me/us and on my/our behalf at the 60th
Annual General Meeting (“AGM”) of the Company to be held virtually by way of live streaming via remote participation
and electronic voting facilities from the broadcast venue at the Auditorium of the Company at 2nd Floor, Plot 1240 &
1241 Bayan Lepas Free Industrial Zone, Phase 3, 11900 Bayan Lepas, Penang on Monday, 27 May 2024 at 10:30
a.m. and at any adjournment thereof.

Please indicate with an “X” as to how you wish to cast your vote. If no instruction as to voting is given, the proxy will vote or abstain
from voting at his discretion.

Ordinary Business For Against

To approve the payment of Directors’ fees and benefits Resolution 1
To re-appoint Messrs. Crowe Malaysia PLT as Auditors of the
Company and to authorise the Directors to fix their remuneration Resolution 2
Special Business For Against
To approve Dato’ Dr. Gan Kong Meng’s continuation in office as
Independent Non-Executive Director Resolution 3
Authority to issue shares pursuant to Sections 75 and 76 of the
Companies Act 2016 Resolution 4

Proposed renewal of Share Buy-Back Authority Resolution 5

Proposed renewal of shareholders’ mandate for recurrent related
party transactions of a revenue or trading nature Resolution 6

Dated this..................... day of ..............................., 20.............



.........................................................
Signature of Member/Common Seal
Fold this flag sealing 176 Annual Report 2023
GUH HOLDINGS BERHAD

Notes:

1. A member of the Company entitled to attend and vote at this meeting, shall be entitled to appoint any person as his proxy. A proxy
need not also be a member. A member who appoints more than 1 proxy must specify the proportion of his holdings to be represented
by each proxy.

2. A member shall not be entitled to appoint more than 2 proxies to attend and vote at this meeting. Where a member 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.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or, if
the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

4. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified
copy of that power or authority shall be deposited at the office of Poll Administrator, Mega Corporate Services Sdn. Bhd. situated
at Level 15-2 Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur not less than 48 hours before the time
appointed for holding the meeting or email to [email protected]. For shareholders’ online registrations, kindly
refer to the annexure of the Administrative Guide published on the Company’s website.

5. Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions will
be put to vote by way of poll. Only a Depositor whose name is registered in the Record of Depositors as at 20 May 2024 shall be
regarded as member to attend, speak and vote at this meeting.

6. To attend and vote on any or all of the resolutions at this meeting, you may participate via remote participation and electronic voting
facilities in accordance with the procedures as set out in the Administrative Guide, which is made available at the Company’s website
at http://www.guh.com.my, or send in your votes in advance by appointing the Chairman of the Meeting as your proxy. If you have any
questions in relation to any item of the Agenda of the meeting, you may send them in via real time submission of typed texts during
the Meeting in accordance with the procedures as set out in the Administrative Guide.
2nd fold here

Affix
stamp here

MEGA CORPORATE SERVICES SDN BHD

Level 15-2, Bangunan Faber Imperial Court
Jalan Sultan Ismail
50250 Kuala Lumpur
Malaysia

1st fold here

 Annual Report 2023 177
GUH HOLDINGS BERHAD
178 Annual Report 2023
GUH HOLDINGS BERHAD

website: www.guh.com.my