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Key Matters Discussed at The 23rd AGM
Key Matters Discussed at The 23rd AGM
PRESENT:
3. YBhg. Dato’ Dr. Najmil Faiz Mohamed Aris - Independent Non-Executive Director
IN ATTENDANCE (VIRTUAL):
The 23rd Annual General Meeting (“AGM”) was fully conducted virtually in accordance with the
provision of Section 327 of the Companies Act 2016 and pursuant to Clause 84 of the
Company’s Constitution.
The Company’s 23rd AGM proceeding was in accordance with the latest update by the
Securities Commission dated 1 June 2021 in relation to the Guidance Note and FAQs on the
Conduct of General Meetings for Listed Issuers (“SC’s Latest Update”) where, in line with the
Government’s implementation of a total lockdown from 1 June 14 June 2021, a listed issuer is
only allowed to conduct a fully virtual general meeting and all meeting participants including the
Chairperson of the meeting, board members, senior management and shareholders are to
participate in the meeting online. Physical gatherings no matter how small are prohibited.
According to the SC’s Latest Update, an online meeting platform can be recognized as the
meeting venue or place under Section 327(2) of the Companies Act 2016 provided that the
online platform is located in Malaysia.
The Chairman welcomed all members to the 23rd Annual General Meeting of the Company.
The Chairman proceeded to remind all shareholders who joined the meeting remotely that all
discussions are deemed confidential and only for the knowledge of shareholders of the
Company and that any audio and visual recording are strictly prohibited unless with Company’s
written consent.
During his opening address, the Chairman highlighted to the Shareholders that 2020 was a
challenging year as a whole and Pharmaniaga has not been sparedthe impact of these adverse
business challenges. He added that nonetheless, the Company continued to march forward by
strengthening its foothold in the pharmaceutical industry, building on solid fundamentals and
honing in on new growth segments, which started with the appointment of new leadership.
The Chairman then stated that as the world was gripped by COVID-19 in 2020, the pandemic
underscored the importance for Pharmaniaga, as a most reliable leader in Malaysia’s
pharmaceutical technology and distribution sectors, to uphold its resolve to fulfil its fundamental
objectives. These can be distilled to three key commitments: supporting healthcare needs
through products and services; driving the sustainable growth of the Group; and enhancing
value for all our shareholders.
Despite the volatile environment, Pharmaniaga was able to weather through the uncertainties
and its course. This was achieved by strengthening capabilities to deliver relevant, accessible,
high-quality healthcare solutions for clientele in Malaysia and international markets.
According to the Chairman, this year, the Company has redoubled its efforts in supporting the
nation and safeguarding the Rakyat by focusing on its operational excellence in distribution of
medical supplies during this critical time, as well as through participation in the Government’s
COVID-19 vaccination programme.
The Group has taken a key role in the Government’s National COVID-19 Immunisation
Programme and entered into an agreement with the Government in March 2021 to supply 12
million doses of Sinovac COVID-19 vaccine to be filled and finished at the Company’s small
volume injectable plant in Puchong, Selangor.
The MD briefed on the financial performance of Pharmaniaga and its subsidiaries (“the Group”)
for the financial year ended 31 December 2020.
Financial Highlights
For the financial year 2020, the Group recorded a solid revenue of RM2.7 billion and registered
a strong profit before zakat and taxation of RM36 million, a significant improvement from the
deficit of RM149.4 million in 2019 which was due to two items namely the full amortisation of the
Pharmacy Information System and Ranitidine product recall.
The Company has also strengthened its earnings growth in 2020, registering a higher profit after
taxation of RM26 million. This reflects a jump of 118% in Profit After Tax compared with the
deficit of RM149 million recorded in the previous year.
Due to the Company’s performance, achieving 99.6% compliance to its KPIs, the
Government has added 46 new products under the Approved Products Purchase List
(APPL) upon completion of tender exercises conducted in 2020.
Pharmaniaga is also appointed as the partner for delivery of three COVID-19 vaccines,
namely; 12 million doses of Sinovac COVID-19 vaccine, 1.38 million COVAX COVID-19
vaccine and 6.4 million AstraZeneca COVID-19 vaccines.
Considering the interim concession will expire at the end of 2021, Pharmaniaga has
submitted a request for extension and is currently further refining the proposal to continue
providing the best services to the Government.
Besides the additional list of products, the Company plan to establish the first Halal vaccine
manufacturing facility in the world and expect that it will start operating by 2024.
The Company is also in the midst of conducting the fill and finish manufacturing of Sinovac
COVID-19 vaccine at its high-tech plant, Pharmaniaga LifeScience Sdn Bhd at maximum
capacity since obtaining approval for commercialization from the Drugs Control Authority on
23 April 2021.
- Expand digitalization
Efforts are currently being put in place to expand digitalization in the Company’s supply
chain. Apart from the Government hospitals and clinics, the Company plan to place the
Pharmacy Information System (PhIS) for private facilities as well to enable contactless
delivery.
However, due to COVID-19, the overall healthcare industry in Indonesia has taken a hit
hence impacting the Company’s overall revenue and profitability.
One of the key areas of growth during the pandemic was sales of supplements and over the
counter (OTC) products. With major marketing and advertising initiatives, Pharmaniaga will
be able to establish its presence in more retail outlets to further boost growth by end of the
year.
With over 300 technical experts comprising of pharmacists, chemists, regulatory and clinical
affairs specialists, Pharmaniaga take pride in being a technically viable company.
99.8% of Pharmaniaga’s employees are local and 58% of them are below 40 years old
hence, it assures the continuity of the Company’s business. In ensuring business
sustainability, a long-term programme and clear succession plans have been put in place.
MSWG via a Letter dated 9 June 2021 raised several questions, which were replied by the
Company via a letter dated 14 June 2020 and shared with the members of the Company during
the AGM. A. A copy of the same is attached to these minutes as Appendix A.
Shareholders/Proxies raised the following significant matters which were duly answered by the
Board and members of Senior Management. A copy of the question and answer discussed is
annexed hereto as Appendix B.
Based on the polling results, all resolutions were passed by shareholders as follows:
9 June 2021
In the interest of minority shareholders and all other stakeholders of the Company, we
would like to raise the following issues: -
What are the Company’s plans in developing new growth areas both in the
domestic and international markets?
3) The Cormpany is a dominant player in the Halal pharmaceutical market which
offers great potential as Halal medicines gain in popularity in usage around the
world?
a) What were the reasons for the decline in sales despite having the
additional branches?
Thank you.
Yours sincerely
DEVANESAN EVANSON
Chief Executive Officer
DE/RS/PHARMA/AGM2020
Appendix B
QUESTION 1
KOW LIH SHI
Appreciate Pharmaniaga’s contribution to the nation on vaccine delivery.
Proud to continue supporting the company! I’m a vaccinated shareholder
too!
Will Pharmaniaga have partnerships with international research
companies, focused on research of medicines and mutated virus and
germs in order to prepare for upcoming pandemics or diseases?
ANSWER
We are partnering with multiple research organisations in several countries to
meet emerging market demands.
QUESTION 2
KOW LIH SHI
Will Pharmaniaga wind up dormant companies within the Group?
ANSWER
We will not be winding up the dormant company Pharmaniaga Pegasus Sdn
Bhd as this is the investment company for the China project where a litigation
case is currently ongoing.
ANSWER
The Malaysian Government does not provide funding to support the Company.
However, the Company has applied and received a grant from the Malaysian
Investment Development Authority (MIDA) in 2016 for a project which qualify
under their scheme; Pharmaniaga LifeScience’s Lyophilised machine.
QUESTION 4
ANSWER
QUESTION 5
ANSWER
Principally, as the main shareholder of the Company, Boustead Group does not
contribute to the operational income of Pharmaniaga. However, they provided
support by giving the opportunity to leverage on Group’s strengths from other
Divisions.
QUESTION 6
ANSWER
QUESTION 7
Can Pharmaniaga survive if you lose the contract with the Government?
ANSWER
QUESTION 8
Could the company expand into export business for profit growth?
ANSWER
We have made inroads into Europe, Middle East and North Africa.
Efforts are being made to establish reliable partners to pursue business in the
respective continents mentions.
QUESTION 9
ANSWER
We have moved into vaccine which is a new area within the drug industry.
Pharmaniaga will always in the lookout for new opportunities but it has to gel
well with the expertise and complement the subsectors we are in.
QUESTION 10
It was in the news recently that Arab Saudi only recognises the Pfizer and
Astrazeneca vaccines for those performing the Haj and Umrah. Any action
from your side to make Arab Saudi and other countries recognise the
Sinovac vaccine as a worldwide digital vaccination certificate?
ANSWER
Arab Saudi recognises all the COVID-19 vaccines that have received WHO’s
emergency use license (EUL) such as Pfizer, AstraZeneca, Moderna, and
Johnson & Johnson previously. However, the list will be extended upon WHO’s
approval.
The Sinovac vaccine has received the EUL from The World Health Organization
(WHO) on 1 June 2021. We have been informed by Sinovac that it has
submitted a request to Saudi Food and Drug Authority (SFDA) for the approval
two months ago. It is expected that SFDA will approve it soon.
QUESTION 11
The Edge CEO morning brief dated 28 May 2021 mentioned that Sinovac
confirms Pharmaniaga as its sole vaccine distributor in Malaysia. Is your
company planning to be the sole vaccine distributor for other vaccines
such as Sinopharm, Gamaleya (Sputnik V), Moderna, Novavax, Bharat
Biotech, Johnson & Johnson and the two brands of vaccines currently
under Malaysia’s National Immunisation Programme (PICK), which is
Pfizer and AstraZeneca?
ANSWER
What is the gross profit margin for the Sinovac vaccine that Pharmaniaga
is selling to the Government?
ANSWER
As any other business dealings, we do not disclose the gross profit margin due
to confidentiality of the information.
QUESTION 13
Is there any agreement with the Government that Pharmaniaga will supply
the majority of the vaccine to Malaysia?
ANSWER
QUESTION 14
ANSWER
ANSWER
We have embarked on the Halal vaccine project and the facility will start
operating by 2024.
QUESTION 16
ANSWER
QUESTION 17
ANSWER
QUESTION 18
With the majority deployment of vaccines nationwide for 2021, how much
of the revenue growth can we expect for FY2021? How much of profit
margin per 1 dose of vaccine?
ANSWER
QUESTION 19
Ivermectin:
What will be the impact to Pharmaniaga if Ivermectin is approved for large
scale use in Malaysia?
ANSWER
QUESTION 20
Ivermectin:
ANSWER
Sinovac:
ANSWER
Pharmaniaga is importing the bulk material from Sinovac and performs the fill
and finish process at the Pharmaniaga LifeScience plant. This also involves
transfer of technology and required testing.
QUESTION 22
How much is the profit gained from supplying Sinovac to fulfill total
government commitment?
ANSWER
As in any other business dealings, we do not disclose the gross profit margin
due to confidentiality of the information.
QUESTIONS 23
NG GUEY SHYAN
ANSWER
The Board of Directors reviews the dividend each quarter and the factors that
we consider includes underlying business performance, the financial outlook
and other factors which may vary quarter to quarter.
QUESTION 27
Dear BOD, kindly give us some eVouchers or eWallet for being loyal
shareholders and attending this meeting. Times are bad now. Thank you.
ANSWER
EVOUCHER
QUESTION 28-29
ANSWER
This question will be answered by the Chairman at the end of the meeting.
E-WALLET
QUESTION 30
ANSWER
QUESTION 31
ANSWER
QUESTION 1
The Group reported negative cash flow from operations amounted to RM25.71
million in FY2020 (pages 139-140 of AR). This worsened to RM86.263 million as
disclosed in the 1st Quarter 2021 results.
What is/are the reason(s) for the persistent negative cash flow from operations
which are financed mostly by more bank borrowings? How will the Company
improve cash flows moving forward?
ANSWER
The negative cash flow from operation for FY2020 was due to the advance payment
made for personal protective equipment (PPE) made to the suppliers in overseas
during the COVID-19 crisis in FY2020.
The operation cash flow will turn positive once we receive payment from the
Government.
QUESTION 2
The Gearing Ratio of Pharmaniaga had increased from only 1.2X in FY2016 to
2X in FY2020. The Group incurred further net drawdown of borrowing amounting
to RM120.687 million in the first quarter of FY2021 based on latest quarterly
results.
With budgeted capex of RM120.6 million (page 216 of AR), can the Board provide
further details on how the Group is going to manage the gearing going forward
from the current high levels?
ANSWER
The high gearing ratio is due to the advance payment made for personal protective
equipment (PPE) to the suppliers in overseas during the COVID-19 crisis in FY2020.
The situation continues in Quarter 1 FY2021 as a result of advance payment made to
Sinovac Life Sciences Co. Ltd. for COVID-19 vaccine.
The gearing will be pared down once we receive payment from the Government.
While for the budgeted CAPEX, we have received additional term loan (long term
financing).
QUESTION 3
ANSWER
Higher borrowings are due to advance payment made to overseas suppliers for the
purchase of personal protective equipment (PPE) during Covid-19 crisis and the
situation continues in 2021 as a result of advance payment made to purchase Covid-
19 vaccine from Sinovac Life Sciences Co. Ltd. Nevertheless, the borrowings will be
pared down once we received payment from the Government.
We have obtained the trust from financial institutions to fund these transactions via
short term facilities.
We do not intend to explore any private placement at this juncture. The borrowings will
be pared down once we received the collection from Government.
QUESTION 4
What is the percentage of profit contribution from the COVID-19 vaccine moving
forward?
In view that the Government has recently approved Johnson & Johnson and
CanSino vaccines for conditional use in Malaysia, will the said vaccines impact
the sale of the company's Sinovac vaccine?
ANSWER
It is too early to disclose the profit contribution of the vaccine at this juncture. It will be
announced during our financial quarterly results.
No, it will not affect our sale of the Sinovac COVID-19 vaccine.
QUESTION 5
A report mentioned that profit from Sinovac COVID-19 vaccine is only RM1 per
dose. Why so low?
ANSWER
We have never shared any information related to the profitability of the Sinovac
COVID-19 vaccine to anyone. The RM 1 profit per dose report was the writer’s
assumption.
QUESTION 6
The Indonesian operations increased its Net Losses further to RM8.38 million in
FY2020. The losses continued at RM1.66 million as reported in the first Quarter
2021 results.
What are the actions taken to turn around the Indonesian operations? When will
Management expect it to be profitable?
ANSWER
MPI’s Strategies:
-Accelerate revenue growth
-Increase profitability by improving collection rate and inventory
management
-Reduce finance costs
-Adopt IT for operational efficiency
Errita’s Strategies:
QUESTION 7
YEOW SIEW CHONG
ANSWER
The Board of Directors reviews the dividend each quarter and the factors that we
consider includes underlying business performance, the financial outlook and other
factors which may vary quarter to quarter.
QUESTION 8
ANSWER
The Board of Directors reviews the dividend each quarter and the factors that we
consider includes underlying business performance, the financial outlook and other
factors which may vary quarter to quarter.
QUESTION 9
ANSWER
The share price is determined by the open market forces and we have no influence on
the price movement.
QUESTION 10
Does Pharmaniaga have the ability to produce new vaccine for COVID-19 and
other new virus?
ANSWER
QUESTION 11
KOW LIH SHI
ANSWER
Meanwhile, our plan to establish the world’s first Halal vaccine facility is progressing
well. The facility is targeted for completion by 2022. With the establishment of this
facility, Pharmaniaga aspires to be the preferred partner to the Government in
producing Malaysian made vaccines.
QUESTION 12
How about the was earlier statement by ministry that Malaysia will be doing our
own vaccine by a local University. Was that for education contribution?
ANSWER
On 13 June, media reported Health Minister Datuk Seri Dr Adham Baba announced
that Institute for Medical Research Malaysia (IMR) is developing two types of COVID-
19 vaccines - a ribonucleic acid (RNA) vaccine or messenger RNA (mRNA) vaccine
and an inactivated vaccine. This is a project initiated by the Government and as a
GLC, we will support this effort.
QUESTION 13
ANSWER
Yes, the cost to fill and finish the Sinovac COVID-19 vaccine locally is lower as
compared to importing it.
QUESTION 14
Can Pharmaniaga as a medicine centre and local lab support the Government?
ANSWER
We make high quality and affordable medicines, and we are in the midst of expanding
our therapeutic segments to include biopharma and nutraceuticals. As we are
manufacturers of generic drugs, we are able to support the Government in reducing
its dependency on imported and expensive innovator drugs.
QUESTION 15
ANSWER
We have moved into vaccine which is a new area within the Malaysian pharma
industry, and this will also serve as a new revenue stream to the Group.
Pharmaniaga is always in the lookout for new opportunities, but it has to be aligned
with our aspirations and complement the subsectors we are currently operating in.
QUESTION 16
ANSWER
Venturing into export market is one of our core strategies. We have received approval
for 13 new products, bringing our total number of approved export registrations to 190
products spanning 15 countries.
We continue to ensure that our products are efficacious and robust in terms of
consistency and reproducible product quality for local and international markets.
QUESTION 17
If all above has been fulfilled, judging from Malaysia small population and
presence of other competitive vaccine, are there any plan to continue using the
F&F facilities?
ANSWER
As of 30 June 2021, we have a total of 11.8 million doses of fill and finish, as well as
finished Sinovac COVID-19 vaccines. Out of this number, 5.8 million doses are
pending Lot Release approval from the National Pharmaceutical Regulatory Agency
which will be obtained very soon.
To date, we have delivered 4 million doses to Vaccine Distribution Centres (PPV) and
Vaccine Storage Centres (PSV) nationwide as per instructions by Ministry of Health.
We are confident that we will be able to fulfil our contractual obligation to the
Government by end of July.
Pharmaniaga will continue to utilise the fill and finish facility to fulfill the increasing
demands for vaccines from both local and international markets.
QUESTION 18
From what I know our company does not have the necessary facilities and
skilled resources to perform this function. To do this it will involve time and
training of staff and incurred capex in the expense of vaccinating our people in
the shortest time possible. If ALL vaccines are imported directly then all of these
will not be an issue.
May I know what are the cost and benefits of filled & finished of Sinovac COVID-
19 vaccine over the ready product imported direct from China?
ANSWER
Pharmaniaga LifeScience Sdn Bhd plant in Puchong is already equipped with the
required filling equipment, infrastructure (including cold chain warehouse and quality
control systems) and trained manpower for sterile injectable manufacturing. As such,
undertaking the COVID-19 vaccine fill-finish required minimal time and resources.
The two main benefits are; firstly, the cost of the fill and finish dose being lower than
the finished good dose; and secondly, due to constraints in the supply of finished
product by Sinovac, undertaking the fill-finish in Malaysia using Sinovac’s bulk allowed
earlier availability of the vaccine to the Government.
QUESTION 19
Can your Sinovac COVID-19 vaccine prevent individuals from the COVID-19
variants from India, Britain and South Africa?
ANSWER
It has been demonstrated that the Sinovac COVID-19 vaccine is effective against the
variants from Brazil, UK and South Africa. The Indian variant or known as Delta variant
study is ongoing.
We will announce any new developments from time to time.
QUESTION 20
With demand for COVID-19 vaccines outpacing the world’s supplies, how can
Pharmaniaga ensure Malaysian gets more?
ANSWER
ANSWER
As a form of appreciation to shareholders and proxies who have logged-in during this
AGM, the Company will email a RM50 RoyalePharma e-voucher to the email address
registered with Tricor for purpose of this virtual AGM. Eligible shareholders will receive
the e-voucher with a unique code within 14 days after the completion of this AGM. The
e-voucher can be used at www.royalepharma.com, an online pharmacy operated by
the Company.
The terms and conditions of the use of the e-voucher will be stated in the email issued
to all eligible shareholders and proxies.
QUESTION 64
I noted on page 242 - Ordinary Resolution 12, that the Non-Executive Directors
are given Unlimited Coverage of Medical Benefits as one of the benefits in kind.
Is this particular benefit also extended to the staff of the company? If not why?
ANSWER
Employees’ Medical benefits are different from that of Directors as it also covers family
members. There are limits to the total amount and treatment for inpatient and
outpatient as per terms with Insurance provider, however the Company has never
denied treatment for Employees and dependants that have exceeded their limit.
QUESTION 65
How much does the company spend on this virtual AGM and EGM?
ANSWER
QUESTION 66
What is cost for this Remote Participation & Voting (RPV) meeting?
ANSWER
QUESTION 67
ANSWER
The live streaming of the AGM was conducted smoothly at our end without any
interruptions. However, we can’t be certain of the internet connection at your location,
as it was beyond our control.
QUESTION 68
How do we know that you have address all our questions? and satisfactorily?
ANSWER
We have answered all questions provided through our share registrar, satisfactorily.
The questions and answers will be uploaded to the Company’s website in due time.
QUESTION 69
Dear BOD - There was a question earlier with my name on it - I did not ask that
question - I have checked with Samantha Goh (Tricor) - she said you people
screwed up on this. I believe an apology is in order.
The Question is: Question 1
Appreciate Pharmaniaga's contribution to the nation...
ANSWER
We deeply regret this mix up and will ensure that it will not happen again in the future.
However, for our shareholders’ information, our Dato’ Sri Chairman has addressed
this matter and issued an apology during the AGM.
QUESTION 70
ANSWER
We deeply regret this mix up and will ensure that it will not happen again in the future.
However, for our shareholders’ information, our Dato’ Sri Chairman has addressed
this matter and issued an apology during the AGM.
QUESTION 71
I should be given double the vouchers for the screwup with the questions earlier
which I did not ask - Question 1.
ANSWER
We have addressed this issue accordingly. Thank you for your kind understanding.
QUESTION 72
ANSWER
The live streaming of the AGM and EGM were conducted smoothly at our end without
any interruptions, and all videos were played well with audio.
QUESTION 73
SHIRLEY TAN
ANSWER
You are most welcome, Madam. Thank you for being our loyal shareholder throughout
the years.
QUESTION 74
Thank you.
ANSWER
You are most welcome. Thank you for being our loyal shareholder throughout the
years.
QUESTION 75
ANSWER
We apologise for any interruptions experienced during the live streaming of the AGM.
QUESTION 76
Last year door gift was not utilised due to the MCO lockdown cos my email was
not accessible as I was not able to go to the office. Will the company rectify this
by reissuing the eVoucher again as I had even email (dated 17 Nov 2020) to your
company (online@royalepharma.com) without a reply.
ANSWER
We are sorry to hear that you were unable to utilise last year’s e-voucher due to various
factors. However, we hope you will be able to utilise the e-voucher provided this year.
For our shareholder’s information, the e-voucher provided this year will expire on 30
September 2021. Thank you for your kind understanding.
QUESTION 77
Due to 2020 MCO/RMCO/CMCO, I had not been able to access my personal email
account due to the restrictions to go to the office and now the office dept has
been closed down. This makes it difficult and worse for me to access email. Had
to use my neighbour's PC to email to you then on 17 Nov 2020 @
online@royalepharma.com (w/o any reply) thus can't read your email on e-
voucher to utilise it in time. Kindly extend, thank you.
ANSWER
We are sorry to hear that you were unable to utilise last year’s e-voucher due to various
factors. However, we hope you will be able to utilise the e-voucher provided this year.
For our shareholder’s information, the e-voucher provided this year will expire on 30
September 2021. Thank you for your kind understanding.
QUESTION 78
SHIVANANDHA A/L CHELLAPPAH
ANSWER
The session for the AGM began at 9.00 am, while the session for EGM began at 11.00
am on 16 June 2021.
QUESTION 79
ANSWER
This year, Pharmaniaga will continue providing our shareholders with our
RoyalePharma e-voucher.