FGV Audited Financial Statements 2019

216 FGV HOLDINGS BERHAD NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 60 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (CONTINUED) (v) On 12 February 2019, the member’s voluntary winding up process for Felda Plantations Sdn. Bhd. (“FPSB”), a dormant and indirect subsidiary of the Company has been completed and was deemed fully dissolved pursuant to Section 459(5) of the Companies Act 2016. (vi) On 20 February 2019, the process to strike-off the name of Felda Global Ventures Rubber Sdn. Bhd. (“FGVR”), a wholly-owned subsidiary of FGV, from the Register of the Companies Commission of Malaysia under Section 550 of the Companies Act 2016 (“the Act”) had been completed and FGVR was deemed duly dissolved under the Act. The dissolvement did not have material financial impact to the Group for the financial year ended 31 December 2019. (vii) On 15 May 2019, the process to strike-off the name of FGV Lipid Venture Sdn. Bhd. ( “ FGVLV ” ), a subsidiary of the Company, from the Register of the Companies Commission of Malaysia under Section 550 of the Act (“the Act”) had been completed and FGVLV was deemed duly dissolved under the Act. The dissolvement did not have material financial impact to the Group for the financial year ended 31 December 2019. (viii) On 4 June 2019, Felda Holdings Berhad (“FHB”), a wholly-owned subsidiary of the Company entered into a Sale and Purchase Agreement with Orient View Sdn Bhd for the disposal of Paragon Yield Sdn Bhd (“Paragon”), an associate of the Group for a total cash consideration of RM29.0 million. On 20 October 2019, the disposal had been completed and resulting in a loss on disposal of RM1,413,000 to the Group. (ix) On 14 June 2019, FGV Plantations Sdn. Bhd., a wholly-owned subsidiary of the Company had on 30 May 2019 entered into a Share Sale Agreement to acquire 200,000,000 ordinary shares, representing 100% of the total issued and paid-up share capital of FGV Trading Sdn. Bhd. (“FGVT”) from the Company for a total consideration of RM200,000,000. The above transaction is an internal re-organisation exercise whereby FGVT has become a direct subsidiary of FGVP and in turn become an indirect subsidiary of the Company. This exercise did not have any effect on the issued and paid-up capital of the Company or Company’s substantial shareholders’ shareholdings or any material effect on the earnings, net assets or gearing of the Company on a consolidated basis. (x) On 10 July 2019, the Company entered into an Equity Transfer Agreement with Grand Industrial Holding Co., Ltd to dispose FGV’s 100% equity interest in FGV China Oils Ltd (“FGVCO”) for a total consideration of RMB165 million (approximately RM97.15 million) (“Proposed Disposal”). The disposal was completed on 10 September 2019. resulting in a gain on disposal of RM219,000 to the Group and loss on disposal of RM56,415,000 to the Company. (xi) On 23 September 2019, the Board of Directors announced that Plantation Resorts Sdn. Bhd. and F.S. Oils Sdn. Bhd., both indirect subsidiaries of the Company have been placed under Members’ voluntary winding up pursuant to Section 439(1)(b) of the Companies Act 2016. The liquidator had been appointed for both companies on the same day. The voluntary winding up of the Companies did not have any material impact on the earnings and net assets of the Group for the financial year ended 31 December 2019. (xii) On 8 October 2019, the Board of Directors of MSM Malaysia Holdings Berhad (“MSMH”), a subsidiary of the Company announced that MSM Perlis Sdn Bhd (“MSMP” or “the Vendor”), a wholly owned subsidiary of MSMH had entered into a Sale and Purchase Agreement (“Agreement”) with F&N Agrivalley Sdn Bhd (formerly known as Rimba Perkasa Sdn Bhd) a wholly owned subsidiary of Fraser & Neave Holdings Berhad (“F&N” or “the Purchaser”), for the disposal of nine (9) parcels of leasehold agricultural lands known as “Ladang Chuping” totalling approximately 4,453.92 hectares all located within Mukim of Chuping, District and State of Perlis (collectively, “the Lands”) registered under MSMP to F&N for a total cash consideration of RM156,000,000.00 only (“Purchase Price”) (“Proposed Disposal”). On 9 April 2020, the MSMH issued a letter to F&N to exercise its rights to rescind the sale and purchase agreement in respect of the disposal of its leasehold agriculture land located at Chuping, Perlis. Refer Note 61(iii).