18. INVESTMENTS IN SUBSIDIARIES (CONT’D.) (a) Group restructuring (cont’d.) During the financial year, the Group and the Company executed and completed an internal Group restructuring scheme involving the following: (cont’d.) (xxiv) On 6 December 2021, the Company divested its 20,000 ordinary shares in Tropicana Coliseum (Ipoh) Sdn Bhd (“TCISB”) and 2 ordinary shares in TPSLSB respectively representing 100% of the total paid-up capital, for a total cash consideration of RM1 each to its wholly-owned subsidiary, Megaxis Sdn Bhd (“MSB”). Accordingly, TCISB and TPSLSB have become wholly-owned subsidiaries of MSB, which in turn are the indirect wholly-owned subsidiaries of the Company. (xxv) On 6 December 2021, TINSB divested its 2,000,000 ordinary shares in TSSB representing 100% of the total paid-up capital, for a total cash consideration of RM1 to MSB. Accordingly, TSSB has become a wholly-owned subsidiary of MSB, which in turn is an indirect wholly-owned subsidiary of the Company. (xxvi) On 13 December 2021, the Company divested its 1,000,000 ordinary shares in Tropicana Plaza Sdn Bhd (“TPLSB”) representing 100% of the total paid-up capital, for a total cash consideration of RM1 to MSB. Accordingly, TPLSB has become a wholly-owned subsidiary of MSB, which in turn is an indirect wholly-owned subsidiary of the Company. (xxvii) On 14 December 2021, the Company had incorporated a wholly-owned subisidiary, Bestari Zamrud Sdn Bhd with 1 ordinary share representing 100% of total paid-up capital, for a total consideration of RM1. (xxviii) On 20 December 2021, the Company had incorporated a wholly-owned subisidiary, Tropicana Privilege (M) Sdn Bhd with 10,000 ordinary shares representing 100% of total paid-up capital, for a total consideration of RM10,000. (xxix) On 23 December 2021, the Company divested its 2 ordinary shares in Tropicana Lido Development Sdn Bhd (“TLDSB”) representing 100% of the total paid-up capital, for a total cash consideration of RM1 to MSB. Accordingly, TLDSB has become a wholly-owned subsidiary of MSB, which in turn is an indirect wholly-owned subsidiary of the Company. (xxx) On 30 December 2021, the Company completed a capital reduction exercise to reduce its investment in a subsidiary, Tropicana Danga Senibong Holding Sdn Bhd (“TDSHSB”) by cancelling 274,500 RNCPS, all of which are held by the Company amounting to RM274,500. (xxxi) On 30 December 2021, TDSHSB, a wholly-owned subsidiary of the Company, acquired SSARSB, SNARSB, SRARSB, STIRSB and SJTIRSB with 100 ordinary shares representing 100% of the total paid-up capital, for a total cash consideration of RM100 each from TDJBSB. Following the completion of the acquisitions, SSARSB, SNARSB, SRARSB, STIRSB and SJTIRSB have become wholly-owned subsidiaries of the TDSHSB, which in turn are the indirect wholly-owned subsidiaries of the Company. 18. INVESTMENTS IN SUBSIDIARIES (CONT’D.) (a) Group restructuring (cont’d.) The following group restructuring took place in the previous financial year: (i) The Company injected total additional working capital of RM4,395,330 in Tropicana Investment Consulting Pte. Ltd., a wholly-owned subsidiary of the Company. (ii) The Company injected total additional working capital of RM31,000 in Tropicana Business Consulting (Shenzhen) Pte. Ltd., a wholly-owned subsidiary of the Company. (iii) The Company completed the capitalisation of debts amounting to RM153,234,675 owed by several subsidiaries to the Company by way of issuance of Redeemable Non-Cumulative Preference Shares (“RNCPS”) issued by these subsidiaries at an issuance price of RM1 each. (iv) On 10 January 2020, the Company acquired 297 new ordinary shares representing 99% of total paid-up capital of Tropicana Laris Sdn Bhd (“TLSB”) (fka Cenang Laris Sdn Bhd), for a total cash consideration of RM297. Following the completion of the acquisition, TLSB has become a wholly-owned subsidiary of the Company. The acquisition has no material effect to the financial statements. (v) On 10 January 2020, the Company acquired 9,900 new ordinary shares representing 99% of total paid-up capital of Valley Talent Solutions Sdn Bhd (“VTSSB”), for a total cash consideration of RM9,900. Following the completion of the acquisition, VTSSB has become a wholly-owned subsidiary of the Company. The effects of the acquisition to the financial statements are as follow: RM’000 Cash and cash equivalents of subsidiary acquired 41 Less: consideration settled in cash (10) Net cash inflow on acquisition 31 RM’000 Goodwill arising on acquisition: Cash and bank balances 41 Other payables (2,396) Total carrying amount of net identifiable liabilities, representing the fair value of net identifiable liabilities (2,355) Add: Non-controlling interest measured at proportionate share of the acquiree’s identifiable net liabilities 24 Group’s interest in fair value of net identifiable liabilities (2,331) Goodwill on acquisition 2,341 Total purchase consideration 10 FINANCIAL STATEMENTS NOTES TO THE For the financial year ended 31 December 2021 Annual Report 2021 TROPICANA CORPORATION BERHAD FINANCIAL STATEMENTS AND OTHER INFORMATION 294 295
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