YNH Property : YNHP - 2023 Annual Report

YNH PROPERTY BHD

Registration No.: 200101026228 (561986-V)

A n n u a l 23 R e p o r t

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YNH PROPERTY BHD Registration No: 200101026228 (561986-V)

A n n u a l R e p o r t 2 0 2 3

CONTENTS

02 Notice of Twenty-First Annual General Meeting

06 Statement Accompanying

Notice of the Twenty-First Annual General Meeting

1. Corporate Information
2. Corporate Structure
3. Profile of the Board of Directors

1. Key Senior Management Profile
2. Financial Highlights
3. Chairman's Statement

1. Management Discussion & Analysis
2. Corporate Governance Overview Statement

1. Sustainability Statement

1. Additional Compliance Information
2. Statement on Risk Management and Internal Control

1. Audit Committee Report

1. List of Properties

FINANCIAL STATEMENTS

48 Directors' Report

55 Statements of Financial Position

1. Statements of Comprehensive Income

1. Statements of Changes in Equity

1. Statements of Cash Flows

1. Notes to the Financial Statements

1. Statement By Directors
2. Statutory Declaration
3. Independent Auditors' Report

1. Statement of Shareholdings Proxy Form

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YNH PROPERTY BHD Registration No: 200101026228 (561986-V)

A n n u a l R e p o r t 2 0 2 3

NOTICE OF TWENTY-FIRST ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Twenty-First (21st) Annual General Meeting of the Company will be held at Hotel Sfera, 2479, Jalan Dato' Yu Neh Huat, Taman Samudera, 32040 Sri Manjung, Perak Darul Ridzuan, Malaysia on Friday, 8 December 2023 at 11.30 a.m. for the following purposes:

AGENDA

AS ORDINARY BUSINESS:

1. To receive the Audited Financial Statements for the financial period ended 30 June 2023, together with the Directors' and Auditors' Reports thereon.

2.	To approve the payment of Directors' Fees of RM235,640 in respect of the financial period	(Resolution 1)
	ended 30 June 2023.
3.	To approve the payment of Directors' Benefits (excluding Directors' fees) to the Non-Executive	(Resolution 2)
	Directors up to an amount of RM130,000 from 21st Annual General Meeting until the next
	Annual General Meeting of the Company.
4.	To re-elect Dato' Yu Kuan Huat, DPMP, PMP, AMP, PPT who retiring pursuant to Article 102(a)	(Resolution 3)
	of the Company's Constitution.

5. To re-elect the following Directors retiring pursuant to Article 100 of the Company's Constitution:

Khong Kam Hou	(Resolution 4)
Oon Seow Ling	(Resolution 5)
Ching Lee Fong	(Resolution 6)
6. To re-appoint Messrs Baker Tilly Monteiro Heng PLT as the Auditors of the Company and to	(Resolution 7)
authorise the Board of Directors to fix their remuneration.
AS SPECIAL BUSINESS, to consider and, if thought fit, pass the following Ordinary Resolutions:
7. Proposed Renewal of Share Buy Back Authority	(Resolution 8)
"That, subject to the Companies Act, 2016, the provisions of the Company's Constitution, the
Main Market Listing Requirements ("Main LR") of Bursa Malaysia Securities Berhad ("Bursa
Securities") and the approvals of all relevant governmental and/or regulatory authorities, the
Company be and is hereby authorised, to the fullest extent permitted by law, to purchase
such amount of ordinary shares in the Company as may be determined by the Directors of
the Company from time to time through Bursa Securities upon such terms and conditions as
the Directors may deem fit and expedient in the interests of the Company ("the Proposed
Share Buy Back") provided that:-

1. the aggregate number of shares purchased does not exceed ten per centum (10%) of the total number of issued shares of the Company as quoted on Bursa Securities as at the point of purchase;
2. the maximum amount of funds to be allocated by the Company pursuant to the Proposed Share Buy Back shall not exceed the sum of the Retained Profits of the Company based on its latest audited financial statements available up to the date of a transaction pursuant to the Proposed Share Buy Back; and
3. the shares purchased by the Company pursuant to the Proposed Share Buy Back may be dealt with in all or any of the following manner (as selected by the Company):-
4. 1. the shares so purchased may be cancelled; and/or
   2. the shares so purchased may be retained in treasury for distribution as dividend to the shareholders and/or resold on the market of Bursa Securities and/or subsequently cancelled; and/or
   3. part of the shares so purchased may be retained as treasury shares with the remainder being cancelled.

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YNH PROPERTY BHD Registration No: 200101026228 (561986-V)

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NOTICE OF TWENTY-FIRST ANNUAL GENERAL MEETING (cont'd)

7. Proposed Renewal of Share Buy Back Authority (cont'd)

And that any authority conferred by this resolution may only continue to be in force until:

1. the conclusion of the next Annual General Meeting of the Company following the general meeting at which such resolution was passed at which time it shall lapse unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions;
2. the expiration of the period within which the next Annual General Meeting after that date is required by law to be held; or
3. revoked or varied by ordinary resolution passed by the shareholders in general meeting, whichever occurs first.

And that authority be and is hereby given unconditionally and generally to the Directors of the Company to take all such steps as are necessary or expedient (including without limitation, the opening and maintaining of central depository account(s) under the Securities Industry (Central Depositories) Act, 1991, and the entering into of all other agreements, arrangements and guarantee with any party or parties) to implement, finalise and give full effect to the aforesaid purchase with full powers to assent to any conditions, modifications, revaluations, variations and/or amendments (if any) as may be imposed by the relevant authorities and with the fullest power to do all such acts and things thereafter (including without limitation, the cancellation or retention as treasury shares of all or any part of the purchased shares) in accordance with the Companies Act, 2016, the provisions of the Constitution of the Company and the Main LR and/or guidelines of the Bursa Securities and all other relevant governmental and/or regulatory authorities."

8. Proposed Renewal of Existing Shareholders' Mandate and New Shareholders' (Resolution 9)

Mandate for Recurrent Related Party Transactions of A Revenue or Trading Nature

"That, subject to the Companies Act, 2016 ("Act"), the Constitution of the Company and the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given to the Company and/or its subsidiary companies to enter into all arrangements and/or transactions involving the interests of Directors, major shareholders or person connected with Directors and/or major shareholders of the Company and/or its subsidiary companies ("Related Parties") as specified in Section 2.2 of the Statement/ Circular to Shareholders dated 31 October 2023, provided that such arrangements and/or transactions are:

1. recurrent transactions of a revenue or trading nature;
2. necessary for the day-to-day operations;
3. carried out on an arm's length basis, in the ordinary course of business and on normal commercial terms which are not more favorable to the Related Parties than those generally available to the public; and
4. are not to the detriment of the minority shareholders.

And that the shareholders' mandate, unless revoked or varied by the Company in a general meeting, shall take effect from the date of the passing of this Ordinary Resolution and will continue in force until:

1. the conclusion of the next Annual General Meeting of the Company at which time it will lapse unless authority is renewed by a resolution passed at the next Annual General Meeting;
2. the expiration of the period within which the next Annual General Meeting is to be held pursuant to Section 340(2) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or
3. revoked or varied by resolution passed by shareholders in a general meeting before the next Annual General Meeting
   whichever is earlier.

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YNH PROPERTY BHD Registration No: 200101026228 (561986-V)

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NOTICE OF TWENTY-FIRST ANNUAL GENERAL MEETING (cont'd)

8. Proposed Renewal of Existing Shareholders' Mandate and New Shareholders'

Mandate for Recurrent Related Party Transactions of A Revenue or Trading Nature

(cont'd)

And that the Directors of the Company be authorized to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary or give effect to the Mandate."

1. Proposed Authority to Allot and Issue Shares pursuant to Sections 75 and 76 of the (Resolution 10) Companies Act, 2016
   "THAT pursuant to Sections 75 and 76 of the Companies Act, 2016 ("Act"), the Directors be and are hereby empowered to allot and issue shares in the Company at any time and from time to 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 the aggregate number of shares to be issued does not exceed ten per centum (10%) of the total number of issued shares of the Company for the time being, subject always to the Constitution of the Company and approval of all relevant regulatory bodies being obtained for such allotment and issuance.
   THAT pursuant to Section 85 of the Act, read together with Article 60 of the Constitution of the Company, approval be and is hereby given to waive the statutory pre-emptive rights of the shareholders of the Company to be offered new shares ranking equally to the existing issued shares of the Company arising from issuance of new shares pursuant to this Mandate.
   AND THAT the Directors of the Company be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad AND FURTHER THAT such authority shall commence immediately upon the passing of this Resolution and continue to be in force until the conclusion of the next AGM of the Company."
2. To transact any other business of which due notice shall have been given in accordance with

the Companies Act, 2016.

By Order of the Board

CHAN EOI LENG (SSM PC No. 202008003055) (MAICSA 7030866)

CHENG GHEE CHENG (SSM PC No. 202008002000) (LS 0004598)

Company Secretaries

Ipoh, Perak Darul Ridzuan, Malaysia

31 October 2023

NOTES:

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend, speak and vote instead of him/her. A proxy must be 18 years and above.
2. A proxy may but need not be a member of the Company and there shall be no restriction as to the qualification of the proxy.
3. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (Omnibus Account), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each Omnibus Account it holds.
4. Where a member appoints more than one proxy, the appointments shall be invalid unless he/she specifies the proportions of his/her holdings to be represented by each proxy.
5. The instrument appointing a proxy must be deposited at the office of the Share Registrar of the Company, Boardroom Share Registrars Sdn Bhd at 11th Floor, Menara Symphony, No. 5, Jalan Professor Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than forty-eight (48) hours before the time appointed for holding the Meeting. All resolutions set out in the Notice of the Meeting are to be voted by poll.

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YNH PROPERTY BHD Registration No: 200101026228 (561986-V)

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NOTICE OF TWENTY-FIRST ANNUAL GENERAL MEETING (cont'd)

NOTES: (cont'd)

1. Depositors who appear in the Record of Depositors as at 29 November 2023 shall be regarded as Member of the Company entitled to attend the 21st Annual General Meeting or appoint one or two proxies to attend, speak and vote on his/her behalf.

EXPLANATORY NOTES TO ORDINARY RESOLUTIONS NO. 3, 4, 5 AND 6

Dato' Dr. Yu Kuan Huat, DPMP, PMP, AMP, PPT who retire by rotation and Khong Kam Hou, Oon Seow Ling and Ching Lee Fong who appointed during the year are due for retirement at this 21st Annual General Meeting pursuant to the Company's Constitution and they are eligible for re-election.

For the purpose of determining the eligibility of the Directors to stand for re-election, the Board through its Nominating Committee had conducted an assessment on the effectiveness and contributions of the aforesaid retiring Directors including their skills, experience, competency and commitment, and has recommended for them to be re-elected to the Board.

The profile of the retiring Directors are set out in the Profile of Directors of the 2023 Annual Report.

EXPLANATORY NOTES TO SPECIAL BUSINESS

1. Proposed Renewal of Share Buy Back Authority
   Further information on the above Ordinary Resolution is set out in Part A of the Statement/Circular to Shareholders of the Company.
2. Proposed Renewal of Existing Shareholders' Mandate and New Shareholders' Mandate for Recurrent Related Party Transactions of A Revenue or Trading Nature
   Further information on the above Ordinary Resolution is set out in Part B of the Statement/Circular to Shareholders of the Company.
3. Proposed Authority to Allot and Issue Shares pursuant to Sections 75 and 76 of the Companies Act, 2016
   The proposed Resolution 10, if passed, will empower the Directors of the Company, from the date of the above AGM until the next AGM to allot and issue shares in the Company up to an amount not exceeding in total ten per centum (10%) of the total issued shares of the Company for the time being for such purposes as the Directors consider would be in the interests of the Company. This authority, unless revoked or varied by the Company in a general meeting, will expire at the conclusion of the next AGM of the Company. The general mandate will provide flexibility to the Company for any possible fundraising activities, including but not limited to placing of shares for purpose of funding future investment project(s), working capital and/or acquisitions.
   At this juncture, there is no decision to issue new shares but the Directors consider it desirable to have the flexibility permitted to respond to market developments and to enable allotments to take place to finance business opportunities without making a pre-emptive offer to existing shareholders. If there should be a decision to issue new shares after the general mandate is obtained, the Company will make announcement in respect thereof.

2023 ANNUAL REPORT AND STATEMENT/CIRCULAR TO SHAREHOLDERS

The 2023 Annual Report and Statement/Circular to Shareholders dated 31 October 2023 are available at the Company's website, www.ynhb.com.my. Printed copy of the 2023 Annual Report and Statement/Circular to Shareholders shall be provided to the shareholders within 4 market days from the date of receipt of the request.

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YNH PROPERTY BHD Registration No: 200101026228 (561986-V)

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STATEMENT ACCOMPANYING

NOTICE OF THE TWENTY-FIRST ANNUAL GENERAL MEETING

OF YNH PROPERTY BHD

PURSUANT TO PARAGRAPH 8.27(2) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD

1. Directors who are standing for re-election
   Dato' Dr. Yu Kuan Huat, DPMP, PMP, AMP, PPT who retire by rotation and Khong Kam Hou, Oon Seow Ling and Ching Lee Fong who appointed during the year are due for retirement at this 21st Annual General Meeting pursuant to the Company's Constitution and they are eligible for re-election.
   The Board through its Nominating Committee had conducted an assessment on the effectiveness and contributions of the aforesaid retiring Directors including their skills, experience, competency and commitment, and has recommended for them to be re-elected to the Board.
   The profile of the retiring Directors are set out in the Profile of Directors of the 2023 Annual Report.
2. Details of attendance of Directors at Board Meetings
   Nine (9) Board Meetings were held during the financial period from 1 January 2022 till 30 June 2023:
   28 February 2022
   26 April 2022
   30 May 2022
   26 August 2022
   29 November 2022
   27 February 2023
   25 April 2023
   26 April 2023
   30 May 2023
   Details of attendance of directors at the Board Meetings are as follows:

		Number of
Name of Directors	Number of Meetings	Meetings Attended
Dato' Dr. Yu Kuan Chon, DIMP, PPT, MBBS	9	9
Dato' Yu Kuan Huat, DPMP, PMP, AMP, PPT	9	9
Dato' Robert Lim @ Lim Git Hooi, DPMP, JP	6	5
(Resigned on 31 March 2023)
Ching Nye Mi @ Chieng Ngie Chay	9	9
(Resigned on 31 May 2023)
Ding Ming Hea	9	9
(Resigned on 31 May 2023)
Khong Kam Hou	3	3
(Appointed on 31 March 2023)
Oon Seow Ling	3	3
(Appointed on 31 March 2023)
Chin Lee Fong	3	3
(Appointed on 31 March 2023)

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YNH PROPERTY BHD Registration No: 200101026228 (561986-V)

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CORPORATE INFORMATION

Directors

Dato' Dr. Yu Kuan Chon, DIMP, PPT, MBBS (Chairman, Executive Director)

Dato' Yu Kuan Huat, DPMP, PMP, AMP, PPT (Managing Director)

Khong Kam Hou

(Senior Independent Non-Executive Director)

Oon Seow Ling

(Independent Non-Executive Director)

Ching Lee Fong

(Independent Non-Executive Director)

Audit Committee

Oon Seow Ling

(Independent Non-Executive Director) - Chairman

Khong Kam Hou

(Senior Independent Non-Executive Director) - Member

Ching Lee Fong

(Independent Non-Executive Director) - Member

Remuneration Committee

Oon Seow Ling

(Independent Non-Executive Director) - Chairman

Khong Kam Hou

(Senior Independent Non-Executive Director) - Member

Dato' Yu Kuan Huat, DPMP, PMP, AMP, PPT

(Managing Director) - Member

Ching Lee Fong

(Independent Non-Executive Director) - Member

Nominating Committee

Oon Seow Ling

(Independent Non-Executive Director) - Chairman

Khong Kam Hou

(Senior Independent Non-Executive Director) - Member

Ching Lee Fong

(Independent Non-Executive Director) - Member

Secretaries

Chan Eoi Leng (MAICSA 7030866)

(SSM PC No. 202008003055)

Cheng Ghee Cheng (LS 0004598)

(SSM PC No. 202008002000)

Registrars

Boardroom Share Registrars Sdn. Bhd. 11th Floor, Menara Symphony

No. 5, Jalan Professor Khoo Kay Kim Seksyen 13, 46200 Petaling Jaya Selangor Darul Ehsan, Malaysia Telephone No.: 03-78418000

Fax No.: 03-78418151/8152

Email: [e-mail]

Website: www.boardroomlimited.com

Registered Office

55A, Medan Ipoh 1A

Medan Ipoh Bistari 31400 Ipoh

Perak Darul Ridzuan, Malaysia

Telephone No.: 05-5474833

Fax No.: 05-5474363

Email: [e-mail]

Principal Place Of Business and Head Office 188, Jalan PPMP 3/3

Pusat Perniagaan Manjung Point 3 32040 Seri Manjung

Perak Darul Ridzuan, Malaysia Telephone No.: 05-6881128 Fax No.: 05-6881388

Email: [e-mail]

Website: www.ynhb.com.my

Sales Office - Kuala Lumpur

Sales Gallery

Unit 03-01D, Level 3

Lot 163, 10, Jalan Perak

50450 Kuala Lumpur

Telephone No.: 03-21637700

Fax No.: 03-21627770

Sales Office - Ipoh

10, Jalan Medan Ipoh 3

Bandar Medan Ipoh Baru

31400 Ipoh

Perak Darul Ridzuan, Malaysia

Telephone No.: 05-5451945

Fax No.: 05-5451945

Auditors

Baker Tilly Monteiro Heng PLT

Baker Tilly Tower

Level 10, Tower 1, Avenue 5

Bangsar South City

59200 Kuala Lumpur

Malaysia.

Principal Bankers

Alliance Bank Malaysia Berhad

AmBank (M) Berhad

Bank Islam Malaysia Berhad

CIMB Bank Berhad

Hong Leong Bank Berhad

HSBC Bank Malaysia Berhad

Malayan Banking Berhad

OCBC Bank (Malaysia) Berhad

Public Bank Berhad

Public Investment Bank Berhad

RHB Bank Berhad

United Overseas Bank (Malaysia) Bhd.

Al Rajhi Banking And Investment Corporation

(Malaysia) Bhd.

Affin Bank Berhad

MBSB Bank Berhad

Stock Exchange Listing

Bursa Malaysia Securities Berhad

Main Market

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YNH PROPERTY BHD Registration No: 200101026228 (561986-V)

A n n u a l R e p o r t 2 0 2 3

CORPORATE STRUCTURE

YNH PROPERTY BHD

		100%			100%	100%			97%		100%
	YNH	YNH	D'KIARA	YNH	3%	KAR SIN
CONSTRUCTION	SERVICES	PLACE	LAND
	BERHAD
SDN. BHD.	SDN. BHD.	SDN. BHD.	SDN. BHD.

100%

100%

100%

100%

YNH HARDWARE

YNH COMMUNICATION

YNH READY MIX

KIARA

DESARU

SDN. BHD.

ENGINEERING SDN. BHD.

SDN. BHD.

SDN. BHD.

100%

100%

100%

GREEN

SKY HIGH

YNH ENGINEERING

MIRAGE

SDN. BHD.

CORPORATION

SDN. BHD.

100%

YNH

HOSPITALITY

SDN. BHD.

100%

100%

100%

BAY CLUBHOUSE

HOTEL SFERA

100%

YNH UTILITY

SDN. BHD.

SDN. BHD.

SDN. BHD.

YNH ELECTRICAL

ENGINEERING

SDN. BHD.

100%

DESARU ACE

BENUA KUKUH

100%

SDN. BHD.

100%

SERVICES

YNH REALTY SDN. BHD.

SDN. BHD.

100%

MESRA UNGGUL

SDN. BHD.

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DPMP, PMP, AMP, PPT

YNH PROPERTY BHD Registration No: 200101026228 (561986-V)

A n n u a l R e p o r t 2 0 2 3

PROFILE OF THE BOARD OF DIRECTORS

DATO' DR. YU KUAN CHON, DIMP, PPT, MBBS 61 years of age

Malaysian, Male

Chairman, Executive Director

He was appointed to the Board of the Company on 3 September 2003 and subsequently as Chairman of the Company on 20 February 2004. After graduating with a medical degree in 1988, he started work as a houseman in Klang and continued as a medical officer a year later. Subsequently, he has also served as a medical officer in Ipoh and Taiping hospitals, Perak. In 1995, he left the government service and started assisting the family business.

He is also a Non-Executive and Non-Independent Director of Rapid Synergy Berhad, a public company listed on the Main Market of Bursa Malaysia Securities Berhad.

He has attended all nine (9) Board of Directors' Meetings held during the financial period ended 30 June 2023.

He is the brother of Dato' Yu Kuan Huat, DPMP, PMP, AMP, PPT. He is also a substantial shareholder of the Company.

He has not been convicted of any offences in the last five years.

DATO' YU KUAN HUAT, 65 years of age Malaysian, Male Managing Director

Member, Remuneration Committee

He was appointed to the Board of the Company on 3 September 2003 and subsequently as Managing Director on 8 October 2003. Prior to his appointment to the Board of the Company, he was a Managing and Founder Director of Kar Sin Berhad, which is now a wholly-owned subsidiary of the Company. He has over 30 years of experience in property development, construction, money lending and aquaculture.

He is an Alternate Director to Dato' Dr. Yu Kuan Chon, DIMP, PPT, MBBS of Rapid Synergy Berhad, a public company listed on the Main Market of Bursa Malaysia Securities Berhad.

He has attended all nine (9) Board of Directors' Meetings held during the financial period ended 30 June 2023.

He does not hold any directorship in any other public listed company. He is also a substantial shareholder of the Company. He and Dato' Dr. Yu Kuan Chon, DIMP, PPT, MBBS are brothers.

He has not been convicted of any offences in the last five years.

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