Dear all,

I actually intend to publish my questions for INSAS 59^th AGM together with the answers after I take a screen shot of the Q&A presentation during the live streaming of INSAS AGM. Very unfortunate during the live streaming I am unable to play the live streaming due to my Indonesia internet connection problem which only shown “Insas Berhad from RAHS PRODUCTION” display on my screen. (Previously I do not have this problem during INSAS EGM live streaming)

 

I was told over 70+ questions were received from shareholders and INSAS will summarise KEY Q&A and upload to INSAS website ASAP “Summary of Key Matters Discussed AGM 2021”.

 

I’m glad there are now more shareholders eager to participate meaningfully and effectively with their prepared questions during AGM. Thank to SC’s Annual General Meeting: CORPORATE GOVERNANCE CHECKLIST FOR SHAREHOLDER

https://klse.i3investor.com/blogs/Sslee_blog/2020-02-18-story-h1483850146-SC_wants_you_to_participate_effectively_at_an_Annual_General_Meeting.jsp

 

I still remember, I was dumbfounded by my first Xinquan AGM where the CEO together with independent directors were lying thro’ their teeth in answering shareholders questions with impunity. I was even saddened later on that I had to threaten Company Secretaries with Company Act 2016 and later pay for a copy of AGM minutes. I complain bitterly to SC and Bursa why can’t the AGM minutes be published in Bursa website or company website? The rest is history.

Section 342:

(4) Any member shall be entitled to be furnished with a copy of any minutes specified under section 341 within fourteen days after he has made a request in writing to the company at a charge not exceeding two ringgit for every one hundred words.

(5) The company and every officer who contravene this section commit an offence and shall, on conviction, be liable to a fine not exceeding ten thousand ringgit and, in the case of a continuing offence, to a further fine of five hundred ringgit for each day during which the offence continues after conviction

 

Below my INSAS AGM questions:

 

Dear Board of Director,

I would like to submit in advance questions for 59^th INSAS AGM schedule on 2-Dec-2021:

 

First of all please allow me to express my thanks and gratitude to the BOD/Management of INSAS for continuing making profit FYR 2021 with extraordinary EPS of 36.53 cents.

 

Time flyby, I still can remember I first bought my 10,000 INSAS shares at RM0.77 on 31/01/2017. Since then I have fallen in love with INSAS, have full confidence in the INSAS Board of Directors/Management and can’t help myself but keep buying INSAS despite much advice against it as INSAS is a well known value trap among investment circles. I am glad that according to the INSAS 2021 Annual Report, I am in the INSAS 30 largest shareholders list at number 30.

My question for the coming AGM as follow:

 

Question 1: EGM held on 23 Dec 2020 had approved the ESOS so may I know when BOD will implement the ESOS?

Note: I would like to see INSAS’ Directors get their deserved ESOS and hopefully in near future CEO Dato’ Wong and Executive Director Dato’ Dr. Tan will hold substantial INSAS shares.

 

Question 2: Refer to Share Buy Back that will result in Dato’ Sri Thong and PAC trigger the 33% MGO threshold. When the Board, Dato’ Sri Thong and PAC will seek and table a SBB MGO waiver for shareholder approval?

 

Question 3: INSAS last SBB was on 16 Jan 2015 and the last Share Dividend on the basis of one (1) Treasury Share for every fifty (50) existing ordinary shares was on 29 Feb 2012. Currently INSAS holds 30,327,291 treasury shares, will the Board kindly approve a Share Dividend again?

 

Question 4: ICAP is giving a 20cts Special Covid-19 Relief Dividend. Will INSAS also give a Special Benevolent Covid-19 Relief Dividend too beside the normal dividend?

 

Question 5: From 2022 onward IRD imposed tax on foreign income. Any impact this tax has on INSAS since INSAS still holds foreign fair value assets and bank deposits?

 

 

 

*Dividend paid up is based on prior year financial result

** Directors of company + Directors of the subsidiary companies

 

Question 6: Any particular reason why the sharp increase of staff costs from RM 38,454,000 in FYR 2020 to RM 58,740,000 in FYR 2021?

 

Question 7: 43(a) Disposal of the Group's Singapore car rental division: Will the disposal result in saving in staff costs and Directors remuneration?

 

Question 8: Refer above table on dividend paid to shareholder and dividend received (Year 2021-18 or FY 2020-2017) the ratio varies between 13%-41%. Since INSAS Board believes in prudent and conservative investment policy and under this policy has prudently invested in financial assets at fair value through profit or loss and associate companies that generate recurring dividend incomes to the company. Hence please allow me to propose to the Board a formal dividend policy of paying out not less than 40% of dividend received to INSAS shareholders. Would the Board carry out my proposed Dividend Policy?

If the Board do not agreed with my proposed Dividend Policy then please put forward a proposed formal Dividend Policy that the Board can agreed on.

 

Note: The Board had kept implementation of a formal dividend policy in KIV since 2017:

Key matters discussed on 58^Th AGM 2020

The Board will continue to give careful attention to evaluate with a view to formulate a dividend policy which will provide sustainable returns to shareholders for their continuous support after taking into consideration various factors such as earnings, available cash, bank debts, working capital requirements, growth and potential investment opportunities. Under the current economic climate caused by the uncertain Covid-19 pandemic, the Board will exercise prudent and conservative cash management for the long term sustainable growth and in the best interest of the Company and the shareholders.

 Key matters discussed on 57^Th AGM 2019

The Board will continue to give careful attention to evaluate with a view to formulate  a dividend policy which will provide sustainable returns to shareholders for their continuous support, after taking into consideration various factors such as earnings, debts, growth and potential investment opportunities.

 Key matters discussed on 56^Th AGM 2018

The Board will evaluate and if appropriate, formulate a dividend policy when the markets recover.

 Key matters discussed on 55^Th AGM 2017

The Board has taken note of the shareholders’ comments and will seriously consider paying additional/special dividend and to formulate a formal dividend policy in FY 2018

 

Question 9: Ratio of Directors remunerations and numbers to total staff costs and numbers are a bit high any comment?

 

Question 10: What is the progress of the proposed injection of M&A Securities Sdn Bhd into SYF?

 

Preface for Question 11

I am thankful, grateful and at the same time disappointed with the 2.5 cents dividend for FY21 when EPS for FY21 is 36.53 cents

 

Refer key matters discussed on Dividend:

57^th INSAS AGM 2019

The Board has adopted a prudent and conservative dividend payout for this FY in view of the current difficult and uncertain market conditions, both domestic and global. The Board is also mindful of the obligations to redeem RM132 million of Redeemable Preference Shares, which are due for redemption by end February 2020.

 

In 2019 57^th AGM the Board mindful of the obligations to redeem RM132 million of Redeemable Preference Shares due on Feb 2020 decided to give 2 cents Dividend for FY 19, but this had been proven unnecessary as a new RIGHTS ISSUE (2 RPS with 5 Warrants for every 10 existing shares) was successfully carried out in Feb 2021and raised RM 132,604,000 to repay the bridging loan used to redeem the Preference Shares.

 

Refer key matters discussed on Dividend

58^th INSAS AGM 2020

The Board will assess the dividend rate in the FY 2021 and will take into consideration various factors such as earnings, available cash, bank debts, working capital requirements, growth and investment opportunities in order to provide sustainable returns to shareholders for their continuous support to the Company.

So let’s examine the various factors and the result achieved for FY 21:

A.    Earnings: Achieved EPS 36.53 cents

B.    Available cash: (Page 86) Total CASH AND CASH EQUIVALENTS: RM 902,253,000. Cash, Bank Balance and FD pledged: RM 259,795,000. Cash available: RM 642,458,000

C.    Bank Debts: (Page 152): Total LOANS AND BORROWINGS: RM 236,556,000

D.    Working Capital: (Page 75) Trade receivables: RM 443,423,000. Inventories: RM 11,188,000. Property development costs; RM 11.078,000

E.    Growth and Investments: (Page 75): Financial assets at fair value through profit or loss: RM 220,198,000.  Other receivables, deposits and prepayments: RM 70.934,000. Amount due from associate companies: RM 82,557,000. Financial assets at amortised cost: RM 1,208,000

 

As per latest quarter end 30/09/2021 financial report: Total CASH AND CASH EQUIVALENTS is RM 948,685,000 as on 30/09/2021

 

Question 11: After carefully examining all the various factors mentioned by the Board versus achieved to determine FY2021 dividend rate, I hope the Board can agree with my opinion INSAS can afford a higher dividend rate based on achievement on all the above various factors.  Hence I sincerely appeal to the Board beside a normal dividend of 2.5 cents please kindly give another special dividend as relief for shareholders facing Covid-19 induced hardship. I on behalf of INSAS shareholder express my many thanks to the Board in advance

 

Thank you

Have a good day

 

Best Regards

Lee Soon Sheng