PRG Holdings Berhad Annual Report 2019

PRG HOLDINGS BERHAD 52 ADDITIONAL COMPLIANCE INFORMATION 1. Audit and Non-Audit Fees The amount of audit fees and non-audit fees paid and payable to the external auditors for the financial year ended 31 December 2019 are tabled as follows: Group (RM’000) Company (RM’000) Audit Fees 624 44 Non-Audit Fees 22 16 2. Material Contracts During the financial year, the Group did not enter into any material contracts involving Directors’ and major shareholders’ interest other than as disclosed in Note 34 of the financial statements. 3. Employees’ Share Option Scheme and/or Share Grant Plan pursuant to the LTIP During the financial year, no options or shares were granted/issued by the Company. 4. Utilisation of Proceeds from Corporate Proposal On 16 January 2019, the Company obtained approval from its shareholders to dispose up to 60,480,000 ordinary shares in the capital of its subsidiary, FHL (“Furniweb Shares”), representing up to 12% equity interest in FHL, to buyer(s) to be identified and at price(s) to be determined later in the open market and/or via direct business transactions, in cash (“Disposal Mandate”). The Disposal Mandate from its shareholders is valid for a period of 12 months from 16 January 2019. On 30 May 2019, the Company had disposed 13,000,000 Furniweb Shares, representing 2.58% equity interest in FHL via direct business transactions for a total cash consideration of HKD26,000,000 (equivalent to approximately RM13,900,000) at HKD2.00 (equivalent to approximately RM1.0692) per Furniweb Share. On 4 June 2019, the Company had disposed 1,052,000 Furniweb Shares, representing 0.21% equity interest in FHL in the open market for a total cash consideration of HKD2,998,200 (equivalent to approximately RM1,601,000) at HKD2.85 (equivalent to approximately RM1.5216) per Furniweb Share. The Disposal Mandate has expired on 15 January 2020 and the status of the disposal proceeds are utilised as follows: Proposed utilisation* Proceeds received Actual utilisation Deviation Balance unutilised RM’000 RM’000 RM’000 RM’000 % RM’000 Working capital for on-going property development projects 11,279 - - - - - Working capital 9,000 - - - - - Future potential investment/acquisition 50,914 - - - - - Repayment of borrowing 15,132 15,132 15,132 - - - Expenses in relation to the disposal 5,776 5,776 5,776 - - - 92,101 15,501 15,501 - - - Notes: * Based on maximum scenario assuming the Furniweb Shares are disposed at HKD2.8611 each (equivalent to approximately RM1.5228, being the 5D-VWAP of Furniweb Shares up to 27 December 2018, being the latest practicable date prior to the printing of the Circular for the disposal dated 31 December 2018). 5. Recurrent Related Party Transactions of a Revenue or Trading Nature (“RRPT”) Details of the RRPT conducted during the year were disclosed in Note 34 of the financial statements.