yt 2008 fa - malaysiastock.biz...syarikat koon fuat industries sdn. bhd. (16860-a) yuta realty sdn....

C O N T E N T SCorporate Information 1

Corporate Structure 2

Notice Of Annual General Meeting 3

Statement Accompanying The Notice Of Annual General Meeting 4

Corporate Governance 5

Profile Of The Directors 9

Chairman’s Statement 11

Audit Committee Report 13

Statement Of Internal Control 16

Statement On Directors’ Responsibility 17

Additional Compliance Requirements 17

Financial Statements

Directors’ Report 19

Statement By Directors 22

Statutory Declaration 22

Independent Auditors’ Report 23

Balance Sheets 24

Income Statements 25

Statements Of Changes In Equity 26

Cash Flow Statements 28

Notes To The Financial Statements 30

Analysis Of Shareholdings 59

List Of Properties 61

Appendix I - Proposed Amendments To The ArticlesOf Association 62

Proxy Form

BOARD OF DIRECTORS Datuk Hj. Amil @ Amir Bin Junus (Independent Non-Executive Chairman)

Wong Liew Lin @ Liew Fat Lin (Managing Director)

Wong Mee Yow Cheen @ Liew Mee Yow Cheen (Executive Director)

Tai Shzee Yuan (Executive Director)

Liew Huat Kwang (Executive Director)

Tan Kau Ngee @ Tan Seong Tin (Independent Non-Executive Director)

Loi Kim Fah (Independent Non-Executive Director)

AUDIT COMMITTEE Loi Kim Fah (Chairman)

Datuk Hj. Amil @ Amir Bin Junus

Tan Kau Ngee @ Tan Seong Tin

NOMINATION COMMITTEE Loi Kim Fah (Chairman)


REMUNERATION COMMITTEE Datuk Hj. Amil @ Amir Bin Junus (Chairman)


EXECUTIVE COMMITTEE Wong Liew Lin @ Liew Fat Lin (Chairman)

Wong Mee Yow Cheen @ Liew Mee Yow Cheen

Tai Shzee Yuan

SECRETARIES Jauhari Bin Hassan

Lim Suat Ben (f)

REGISTERED OFFICE Ground Floor, 8, Lorong Universiti B

Section 16, 46350 Petaling Jaya

Selangor Darul Ehsan

Tel No: 03-7956 5889

Fax No: 03-7958 7889

CORPORATE OFFICE 3, Jalan Kapal

Kawasan Perindustrian Tongkang Pecah

83010 Batu Pahat

Johor Darul Takzim

REGISTRAR Bina Management (M) Sdn Bhd

Lot 10, The Highway Centre

Jalan 51/205, 46050 Petaling Jaya


Tel No: 03-7784 3922

Fax No: 03-7784 1988

AUDITORS T H Law & Co. (AF No: 0942)

Chartered Accountants

SOLICITORS T K Lim & Co.

PRINCIPAL BANKERS OCBC Bank (Malaysia) Berhad

Malayan Banking Berhad

RHB Bank Berhad

United Overseas Bank (Malaysia) Bhd

EON Bank Berhad

STOCK EXCHANGE The Second Board of the Bursa Malaysia Securities Berhad

CORPORATE INFORMATION

ANNUAL REPORT 2008

YONG TAI BERHAD (311186-T)1

YONG TAI BERHAD(311186-T)

Yong Tai Brothers Trading Sdn. Bhd. (71696-P)

Golden Vertex Sdn. Bhd. (266464-K)

The Image Outlet Sdn. Bhd. (562452-T)

Syarikat Koon Fuat Industries Sdn. Bhd. (16860-A)

Yuta Realty Sdn. Bhd. (63224-D)

Phoenix Step Sdn. Bhd. (813113-M)

100%

100%

100%

100%

100%

100%

Yong Tai Samchem Sdn. Bhd. (647458 V)60%

Yong Tai Samchem (HK) Co. Ltd. (909031)

65%

Shanghai Sino-Malaysian InternationalTrading Co. Ltd. (76559261-8)

100%

YONG TAI BERHAD (311186-T) 2

CORPORATE STRUCTURE

NOTICE IS HEREBY GIVEN that the Fourteenth Annual General Meeting of the Company will be held at 2nd Floor, 3, Jalan

Kapal, Kawasan Perindustrian Tongkang Pecah, 83010 Batu Pahat, Johor Darul Takzim on Thursday, 18 December 2008 at 2.30

p.m. to transact the following:

AGENDA

As Ordinary Business

1. To receive the Directors' Report and Audited Financial Statements for the year ended 30 June 2008

together with the Auditors' Report thereon.

2. To approve the payment of Directors' Fees amounting to RM19,000.00 in respect of the year ended 30

June 2008.

3. To re-elect the following directors who retire by rotation in accordance with Article 81 of the Company's

Articles of Association, and being eligible, offer themselves for re-election:

a. Tai Shzee Yuan

b. Liew Huat Kwang

4. To re-elect the following directors who retire by rotation in accordance with Article 86 of the Company's

Articles of Association, and being eligible, offer themselves for re-election:

a. Loi Kim Fah

b. Datuk Hj. Amil @ Amir Bin Junus

5. To re-appoint Messrs. T H Law & Co. as Auditors of the Company and to authorise the Directors to fix

their remuneration.

As Special Business

6. To consider and if thought fit, to pass the following Resolution 8 as an Ordinary Resolution:

AUTHORITY PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965 FOR THE ISSUANCE OF

NEW ORDINARY SHARES BY THE DIRECTORS

“THAT pursuant to Section 132D of the Companies Act, the Directors be and they are hereby authorised

to issue shares in the Company at any time until the conclusion of the next Annual General Meeting and

upon such terms and conditions and for such purposes as the Directors may, in their absolute

discretion, deem fit provided that the aggregate number of shares to be issued does not exceed 10 per

centum of the Issued Share Capital of the Company for the time being, subject always to the approval

of all the relevant authorities being obtained for such allotment and issue.”

7. To consider and if thought fit, to pass the following Resolution 9 as a Special Resolution:

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

“ T H AT the deletions, alterations, modifications, amendments and/or additions to the Articles of

Association of the Company as set out in Appendix I in the Annual Report 2008 of the Company be and

are hereby approved.”

8. To transact any other business for which due notice has been given.

NOTICE OF ANNUAL GENERAL MEETING

ANNUAL REPORT 2008


Resolution 1

Resolution 2

Resolution 3

Resolution 4

Resolution 5

Resolution 6

Resolution 7

Resolution 8

Resolution 9

Notice of Eligibility of Attendance:

FURTHER NOTICE IS HEREBY GIVEN that a depositor shall be eligible to attend this meeting only in respect of:

a. Shares transferred into the depositor's securities account before 5.00 p.m. on 10 December 2008 in respect of ordinary

shares; and

b. Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa

Malaysia Securities Berhad.

By Order of the Board

JAUHARI BIN HASSAN (LS 03681)

LIM SUAT BEN (f) (MAICSA 082022)

Company Secretaries


25 November 2008

Notes:

1. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act,

1965 shall not apply to the Company.

2. To be valid, the proxy form duly completed, must be deposited at Ground Floor, 8, Lorong Universiti B, Section 16, 46350

Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time for holding the meeting or any

adjournment thereof.

3. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting and the provisions

of Section 149(1)(c) of the Companies Act, 1965 shall not apply.

4. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he/she specifies the

proportions of his/her holdings to be represented by each proxy.

5. If the appointor is a corporation, this form must be executed under its common seal or under the hand of an officer or

attorney duly authorised in writing, and in the case of an individual, shall be signed by the appointor or his/her attorney.

Explanatory Notes on Special Business:

a. The proposed Ordinary Resolution 8, if passed, will give the Directors of the Company, from the date of this Annual

General Meeting, authority to issue not more than 10 percent (10%) of the issued share capital of the Company. Such

issuances of shares will still be subject to the approval of the Securities Commission and Bursa Malaysia Securities

Berhad. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting.

b. The proposed Special Resolution 9, if passed, will bring the Articles of Association of the Company in line with the

amendments to the Listing Requirements of Bursa Malaysia Securities Berhad.

STATEMENT ACCOMPANYING THE NOTICE OF ANNUAL GENERAL MEETING

1. The Directors who are standing for re-election at the Annual General Meeting are as follows:

a. Tai Shzee Yuan

b. Liew Huat Kwang

c. Loi Kim Fah

d. Datuk Hj. Amil @ Amir Bin Junus

2. Details of attendance of Directors at Board Meetings held during the financial year ended 30 June 2008 are as follows:

No. of meetings attended

Datuk Haji Hashim Bin Safin @ Shafain (demised on 11 April 2008) 3/4*

Wong Liew Lin @ Liew Fat Lin 5/5

Wong Mee Yow Cheen @ Liew Mee Yow Cheen 5/5

Tai Shzee Yuan 5/5

Liew Huat Kwang 5/5

Tan Kau Ngee @ Tan Seong Tin 5/5

Loi Kim Fah (appointed on 18 December 2007) 2/2*

Note: * Reflects the number of meetings held during the tenure of the respective Directors.

3. The Fourteenth Annual General Meeting of the Company will be held at 2nd Floor, 3, Jalan Kapal, Kawasan

Perindustrian Tongkang Pecah, 83010 Batu Pahat, Johor Darul Takzim on Thursday, 18 December 2008 at 2.30 p.m.

NOTICE OF ANNUAL GENERAL MEETING

ANNUAL REPORT 2008


The Board of Directors of Yong Tai Berhad recognizes the importance of the principles of Malaysian Code on Corporate

Governance and is committed in ensuring that the Company and its subsidiaries practise the highest standards of corporate

governance.

DIRECTORS

The Board and Board Balance

The Board assumes the overall responsibility for corporate governance, strategic direction, financial matters and overseeing

the businesses, investments and operations of the Group. It is the ultimate body in decision making for outlining and

implementation of corporate vision, directions, objectives and policies of the Company and the Group as a whole.

The Board currently consists of seven (7) members, comprising the Managing Director, three (3) Executive Directors and three

(3) Independent Non-Executive Directors (including the Chairman). The roles of the Chairman and Managing Director are

separate to ensure balance of power and authority. The Chairman is primarily responsible for the orderly conduct and

working of the Board whilst the Managing Director is responsible for the overall operations of the business and ensuring the

implementation of strategies and policies approved by the Board. The Board complies with the Listing Requirements of Bursa

Malaysia Securities Berhad (“Bursa Securities”) that requires at least two (2) or one-third (1/3) of the Board to be independent

Directors.

All the Independent Non-Executive Directors are independent of management and free from any business or other

relationships that could materially interfere with the exercise of their independent judgement. Their role is to provide unbiased

and independent views, advice and judgement to take account of the interests, not only of the Group but also of

shareholders, employees and customers.

Board Meetings and Supply of Information

The Board meets at least four (4) times a year with additional meetings convened as and when necessary. The details of

attendance of Directors at Board Meetings held during the financial year ended 30 June 2008 are set out in the Statement

Accompanying the Notice of Annual General Meeting.

All Directors are provided with the agenda and a set of the Board papers prior to the Board meetings. Sufficient time is

provided to enable the Directors to obtain further clarification, where necessary, in order to be properly briefed before the

meeting. In furtherance of their duties, Directors have access to all information within the Group and to the advice and

services of the Company Secretaries and may obtain independent professional advice at the Company's expense, where

necessary.

Appointments to the Board

The Nomination Committee comprises exclusively of Independent Non-Executive Directors as follows:-

Loi Kim Fah Chairman/Independent Non-Executive Director

Tan Kau Ngee @ Tan Seong Tin Member/ Independent Non-Executive Director

The duties and functions of the Nomination Committee are:

1. to identify and recommend new nominees for the Board and Board Committees.

2. to assess the suitability of an individual to be appointed onto the Board by taking into account the individual's skill,

knowledge, expertise, experience, professionalism and integrity as well as his other commitments, resources and time.

3. to evaluate the ability to discharge such responsibilities/functions as expected from individual non-executive Directors.

4. to annually review the required mix of skills, experience and other qualities include core competencies, which non-

executive Directors should bring to the Board.

5. to annually assess the effectiveness of the Board as a whole, the Board Committees and assess contribution of each

Director.

The decision as to who shall be appointed shall be the responsibility of the full Board after considering the recommendations

of the Nomination Committee. The Board will examine its size with a view to determining the impact of the number upon its

effectiveness.

CORPORATE GOVERNANCE

ANNUAL REPORT 2008


Re-election of Directors

The Articles of Association of the Company require all Directors (including the Managing Director) submit themselves for re-

election by rotation at least once in every three (3) years at the Annual General Meeting but shall be eligible for re-election.

The Company's Articles of Association also provide that a Director who is appointed during the year shall hold office only until

the next Annual General Meeting and shall then be eligible for re-election.

Directors' Training

All the Directors have completed the Mandatory Accreditation Programme prescribed by Bursa Securities. In addition, all the

Directors are provided with the opportunity to continually undergo other relevant training programmes to further enhance their

skills and knowledge and to enable them to discharge their respective duties effectively.

DIRECTORS' REMUNERATION

The Remuneration Committee comprises wholly of Independent Non-Executive Directors as follows:-

Datuk Hj. Amil @ Amir Bin Junus Chairman/Independent Non-Executive Chairman

Tan Kau Ngee @ Tan Seong Tin Member/ Independent Non-Executive Director

The Remuneration Committee is responsible for recommending to the Board the remuneration packages of Executive Director.

The Board as a whole determines the remuneration of Non-Executive Directors. The individual concerned will abstain from the

discussion of their own remuneration.

The remuneration of Directors is determined at levels which enable the Company to attract and retain Directors with the

relevant experience and expertise to run the Group successfully and effectively. In the case of Executive Directors, their

remunerations are structured to link rewards to corporate and individual performance. For Non-Executive Directors, the level

of remuneration reflects the experience and level of responsibilities undertaken by them.

The aggregate remuneration of Directors during the financial year under review are as follows:

Directors

Executive Non-Executive(RM) (RM)

Fees - 19,000

Salaries/Allowances 290,023 -

Bonuses - -

Benefit In Kind 34,183 -

Total 324,206 19,000

The number of Directors of the Company whose total remuneration falls within the following bands for the financial year

under review are:-

Range of remuneration Number of Directors

Executive Non-Executive

Below RM50,000 2 2

RM50,001 - RM100,000 1 -

RM100,001 - RM150,000 - -

RM150,001 - RM200,000 - -

RM200,001 - RM250,000 1 -

Above RM250,000 - -


ANNUAL REPORT 2008


OTHER BOARD COMMITTEES

The Board has also established other Board Committees, which operates within defined terms of reference. These committees

are:

• Audit Committee

• Executive Committee

Audit Committee

The members of the Audit Committee comprises exclusively of three (3) Independent Non-Executive Directors. The

Composition and the Terms of Reference of the Committee are set out in the Audit Committee Report. The Audit Committee's

meeting is mostly held before the Board's meeting to ensure that all critical issues highlighted can be brought to their

attention on a timely basis. It reviews issues of accounting policies and presentation for external financial reporting and

ensures an objective and professional relationship is maintained with the external auditors.

Executive Committee (Exco)

The Exco comprises the Managing Director of the Board and two (2) Executive Directors. The Exco is the main approving

authority on the major routine matters and meets at least once every month and also quarterly to review and approve major

strategic, operational and financial matters, investments and funding decisions.

SHAREHOLDERS

Dialogue between Company and Investors

The Company acknowledges the importance of timely dissemination of material information affecting the Group to the

shareholders, investors and the public. The release of annual reports, announcements and financial results on a quarterly

basis provides the shareholders and the investing public with an overview of the Group's performance and operations.

The Annual General Meeting

The Annual General Meeting remains the principal forum of dialogue and a mean of communication with shareholders.

Shareholders are encouraged to attend and participate at the Annual General Meeting and are allowed to appoint proxies to

attend and vote on their behalf. Members of the Board as well as the Auditors of the Company are present to answer

questions raised at the meeting.

ACCOUNTABILITY AND AUDIT

Financial Reporting

The Company's financial statements are prepared in accordance with the requirements of applicable approved accounting

standards in Malaysia issued by the Malaysian Accounting Standards Board and the provisions of the Companies Act, 1965.

The Directors take responsibility in ensuring that the annual financial statements and the quarterly results announcements are

presented to convey a balanced and understandable assessment of the Group's financial performance and position. The

Audit Committee assists the Board by reviewing and scrutinizing the information to be disclosed to ensure accuracy and

adequacy.

Internal Control

The Directors recognize the importance of maintaining a sound system of internal control to safeguard shareholder's

investment and the Company's assets. The Group's Statement of Internal Control is set out in this Annual Report.

Relationship with Auditors

The Company has established a transparent relationship with the Company's External Auditors and seeks their professional

advice in ensuring compliance with applicable standards and statutory requirements. The role of the Audit Committee in


ANNUAL REPORT 2008



ANNUAL REPORT 2008


relation to the external auditors is set out in the Audit Committee Report.

CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

CSR is an integral part of the organization's way of succeeding in business and contributing to the welfare of society and

communities in the environment it operates.

We believe that employee's involvement is vital to the success of the Group and we strive to motivate and retain the best

employees with the Long Service Award in recognizance of their loyalty and services towards the Company. At the workplace,

we are committed to provide a safer and healthier environment for our employees.

We also recognize the importance of minimizing the environmental impact and risks through encouraging employees to be

environmentally friendly and adopt cost and energy saving method to preserve the environment.

The Company also place importance on charity where we contribute to the communities through donation to charities.

We understand that CSR will be an ongoing commitment towards creation of a competitive nation, yet a moral, ethical, caring

and economically society and we will devise and implement additional CSR practices in other areas of its businesses and

operations in future

PROFILE OF THE DIRECTORS

ANNUAL REPORT 2008


Datuk Hj. Amil @ Amir Bin Junus, age 65, a Malaysian, was appointed to the Board on 10 July 2008. Datuk Hj. Amir holds

a Diploma of Sains Kepolisian from University Kebangsaan Malaysia and Certificate of Telecommunication from City & Guilds

of London Institute.

Datuk Hj. Amir was a former member of the Royal Malaysian Police and last served as Commissioner of Police Sabah before

retiring in November 1998. In the force for 29 years, Datuk Hj. Amir had served in various positions with the Royal Malaysian

Police Force, such as the former Director of the Special Branch.

Upon retiring from active duty in 1998, Datuk Hj. Amir was appointed as a board member of Koperasi Polis Diraja Malaysia

Berhad (KPD). As a member of KPD, Datuk Hj. Amir represented KPD's interest in number of its investment interests in a few

public listed companies. Datuk Hj. Amir was a director of Prime Utilities Berhad from 1999 to 2004 and was a director of TSM

Global Berhad [formerly known as Juan Kuang (M) Industrial Berhad) until October 2008, both companies are listed on Bursa

Malaysia Securities Berhad. Since 1999 until 2005, Datuk Hj. Amir was the Chairman of KOP Securities Services Sdn. Bhd., a

subsidiary of KPD and was the Executive Chairman and Chief Executive Officer of KOP Educators & Consultants Sdn. Bhd.

(also known as Kolej Unikop), another subsidiary of KPD. Currently, Datuk Hj. Amir is still a board member of the college.

Besides representing the interests of KPD, Datuk Hj. Amir is also a Director of the Maktab Koperasi Negara under the purview

of the Ministry of Entreprenuer & Cooperative Development and Eshia & Associates Sdn. Bhd. Datuk Hj. Amir also holds

Chairman post and directorships in few private limited companies.

Datuk Hj. Amir is the Chairman of the Remuneration Committee and member of Audit Committee. He does not have any

family relationship with any Director and/or major shareholder of the Company and there is no business arrangement with the

Company in which he has a personal interest. He has had no convictions for any offences within the past ten years.

Wong Liew Lin @ Liew Fat Lin, aged 62, a Malaysian, was appointed a Director on 2 October 1997 and the Managing

Director on 8 November 1997. He is a businessman and an entrepreneur with more than 30 years experience in various

business sectors primarily in the fields of property development, wholesaling and retailing of garments and apparels,

manufacturing and pharmaceutical. He founded the Yong Tai Group and has been in charge of the overall operation since its

inception guiding it to its present level of success. He is also the Director of Yong Tai Brothers Trading Sdn. Bhd., Syarikat Koon

Fuat Industries Sdn. Bhd., Yuta Realty Sdn. Bhd., The Image Outlet Sdn. Bhd. and Yong Tai Samchem Sdn. Bhd., the

subsidiaries of Yong Tai Berhad.

Mr. Liew is the Chairman of the Executive Committee. He is the brother of Mr. Wong Mee Yow Cheen @ Liew Mee Yow Cheen

and Mr. Liew Huat Kwang. He has had no convictions for any offences within the past ten years.

Wong Mee Yow Cheen @ Liew Mee Yow Cheen, aged 55, a Malaysian was appointed a Director on 2 October 1997 and the

Executive Director on 8 November 1997. Innovative and enterprising, he is responsible for the production, research and

market development of the Yong Tai Group and has been actively involved in the establishment of its manufacturing

operations. He is the Managing Director of Syarikat Koon Fuat Industries Sdn. Bhd. and currently also sits on the Board of Yuta

Realty Sdn. Bhd., Golden Vertex Sdn. Bhd. and Yong Tai Samchem Sdn. Bhd., the subsidiaries of Yong Tai Berhad.

Mr. Liew is a member of the Executive Committee. He is the brother of Mr. Wong Liew Lin @ Liew Fat Lin and Mr. Liew Huat

Kwang. He has had no convictions for any offences within the past ten years.

Tai Shzee Yuan, aged 55, a Malaysian, is the First Director and Executive Director of Yong Tai Berhad. He started his career

in the Group as a General Manager of Yong Tai Brothers Trading Sdn. Bhd., a subsidiary of Yong Tai Berhad in 1 January 1991

and was subsequently appointed as a Director of Golden Vertex Sdn. Bhd., another subsidiary of Yong Tai Berhad on 24

August 2000. Currently he also sits on the Board of Yong Tai Samchem Sdn. Bhd., Yongtai Samchem (HK) Co. Ltd. and

Shanghai Sino-Malaysian International Trading Co. Ltd., the subsidiaries of Yong Tai Berhad. He is responsible for the overall

financial planning and management of Yong Tai Group. Mr. Tai is a member of the Executive Committee.

Mr. Tai does not have any family relationship with any Director and/or major shareholder of the Company and there is no

business arrangement with the Company in which he has a personal interest. He has had no convictions for any offences

within the past ten years.

PROFILE OF THE DIRECTORS

ANNUAL REPORT 2008


Liew Huat Kwang, aged 44, a Malaysian, is an Executive Director and was appointed to the Board on 2 October 1997. He is

a Director of Yong Tai Brothers Trading Sdn. Bhd. and The Image Outlet Sdn. Bhd., both subsidiaries of Yong Tai Berhad and

has more than 10 years of experience in the garment retailing business. He is in charge of the sourcing of suitable retail

outlet sites and to oversee their setting up.

Mr. Liew is the brother of Mr. Wong Liew Lin @ Liew Fat Lin and Mr. Wong Mee Yow Cheen @ Liew Mee Yow Cheen. He has

had no convictions for any offences within the past ten years.

Loi Kim Fah, aged 42, a Malaysian, is an Independent Non-Executive Director and was appointed to the Board on 18

December 2007. He holds a Bachelor of Accounting from the University of Malaya. He is a member of the Malaysian Institute

of Certified Public Accountants, Malaysian Institute of Accountants and the Malaysian Institute of Taxation respectively. He is

currently the principal of Loi & Co, an audit firm, and also an Independent Non-Executive Director of K-One Technology Bhd.,

a company listed on MESDAQ Market of Bursa Malaysia Securities Berhad.

Mr. Loi has been in public practice since 1991, engaged with international accounting firms prior to starting his own practice

in 1996. Over the years, he has been involved in the audit of companies in various industries which include securities,

banking, finance, construction, aquaculture and manufacturing. He has also been engaged in business advisory assignments

in the like of merger and acquisition, internal control review, accounting system consultation, feasibility study, listing exercise

and business planning.

Mr. Loi is the Chairman of the Audit Committee and Nomination Committee. He does not have any family relationship with any

Director and/or major shareholder of the Company and there is no business arrangement with the Company in which he has

a personal interest. He has had no convictions for any offences within the past ten years.

Tan Kau Ngee @ Tan Seong Tin, aged 68, a Malaysian, is an Independent Non-Executive Director and was appointed to the

Board on 23 November 2006. He worked as an accounts manager before retiring in 2001. Presently, he is the managing

partner of a public transport services firm and is also the unit sales manager of Great Eastern Life Assurance (Malaysia)

Berhad.

Mr. Tan is a member of the Nomination Committee, the Remuneration Committee and the Audit Committee. He does not have

any family relationship with any Director and/or major shareholder of the Company and there is no business arrangement with

the Company in which he has a personal interest. He has had no convictions for any offences within the past ten years.

On behalf of the Board of Directors, I am pleased to present the Annual Report and Audited Financial Statements of Yong Tai

Berhad for the financial year ended 30 June 2008.

Financial Highlights

For the financial year under review, the Group recorded revenue of RM179.599 million, an increased of RM17.309 million from

the previous financial year (F/Y 2007: RM162.290 million).

The financial year ended 30 June 2008 was a significant year as the Group has achieved profit before taxation of RM0.157

million as compared to loss before taxation of RM2.563 million in the previous financial year. The increased in profit was

mainly due to contribution from trading of petrol-chemical related products and a surplus from fair value adjustment of the

investment properties during the year.

As at 30 June 2008, the Group's total equity was RM50.698 million with a net asset per share of RM1.26.

Review of Operations

During the financial year under review, the textile and garment business of the Group have been slightly affected by weaker

consumer demand for apparels and related products. Rising fuel prices and inflation have reduced purchasing power of

consumers on non-essential goods. The consolidated revenue of this segment dipped a marginal 2% to RM30.152 million for

financial year under review as compared to the previous financial year of RM30.790 million.

The chain of Emilio Valentino boutiques, contributed a turnover of RM6.628 million within the retailing and trading of textile and

garment segment for the financial year under review, an increase of 16% from the previous financial year (F/Y 2007: RM5.691

million). The profit before taxation reduced by 9% to RM198,813 in 2008 (F/Y 2007: RM218,479) was due to increased in

operation expenses attributed to the opening of new retail boutique.

The Management has formulated strategies to bring the retailing and trading segment of the Group to a higher level with

better operating expenses control, improve inventory turnover rate and closure of non-profitable consignment counters to

minimize operating cost and thereby increasing the profit. The Management also continues to explore new opportunities such

as children's wear and related products to increase the targeted market.

The garment manufacturing segment recorded a turnover of RM11.799 million with loss before taxation of RM2.783 million for

the financial year ended 30 June 2008 (F/Y 2007: RM9.515 million and RM3.124 million respectively).

The manufacturing, dyeing and finishing of fabrics segment registered a turnover of RM9.426 million for the financial year

ended 30 June 2008, slightly lower than the pervious financial year of RM9.507 million. Nonetheless, this segment managed

to reduce its loss before taxation from RM0.625 million in the previous financial year to RM0.362 million for the financial year

under review. The Management expects this segment's performance to improve further in the next financial year with various

operational strategies to be put in place to increase production capacity, improve production efficiency and reduce costs.

On the other hand, the petrol-chemical trading segment operating under Shanghai Sino-Malaysian International Trading Co.,

Ltd. (“SSMIT”) (100%-owned by YongTai Samchem (HK) Company Limited, which in turn 65%-owned by Yong Tai Samchem

Sdn. Bhd., which in turn 60%-owned by the Company) recorded a revenue of RM128,222 million during the financial year

under review and contributed a net profit before taxation of RM3.704 million, a tremendous increase of 138% from the last

financial year of RM1.555 million.

In the first half year of 2008, SSMIT has operated within a stiff and uncertain businesses environment in China, with the snow

storm in February 2008 and the pre-Olympic chemicals delivery safety issues in China. Nevertheless, as SSMIT progresses

into the fifth year of operations and with the university fresh graduates employed since its establishment, SSMIT has become

full grown, thus increasing its efficiency and productivity in its business operations. Our three major suppliers, CNOOC and

Shell Petrochemicals Co., Ltd, Momentive Performance Materials Hong Kong Co., Ltd and BASF Polyurethanes (China) Co.,

Ltd have recognized SSMIT as their choice distributor and thus ensuring the continuity of distributorship.

The adverse market conditions, especially for the export to USA does not deterred SSMIT's plan to seek more new product

lines and agencies to further diversify its business profiles. With the huge local China market of 1.3 billion populations, the

potential to grow remains positive.

CHAIRMAN’S STATEMENT

ANNUAL REPORT 2008


Future Prospects

Given the increasing external uncertainties, especially the slowdown of the global economy and fluctuating oil price, we expect

global growth to slow down in the coming year. The US economy and the oil price will be crucial in determining the state of

the global economy as well as the local economy. Despite very challenging global economy conditions, the local economy is

expected to continue to be moderate albeit a slower pace of GDP growth of 5.4% in 2009, according to the Economic Report

2008/2009.

The textile and apparel industry is gradually facing the full impact of competition from lower cost producing countries like

China, Vietnam, India, Bangladesh, Sri Lanka, Pakistan and Indonesia. The retail industry has also become increasingly

competitive with the emergence of many new local and imported brands setting up their retail networks in choice shopping

complexes.

In view of the above, the Board of Directors are of the opinion that the Group will continue to experience a challenging period

ahead and the Group's performance is expected to be moderate for the next financial year. The Group will continue to

consolidate its garments retailing business and is looking forward to expand the trading of petrol-chemical related products

business.

Acknowledgement and Appreciation

On behalf of the Board of Directors, I would like to take this opportunity to thank the Management and staff of the Group for

their support, dedication and commitment throughout the year. We would also like to express our heartfelt gratitude and

appreciation to our valued shareholders, customers, business associates, bankers and various government authorities for their

continuous support given to the Group.

CHAIRMAN’S STATEMENT

ANNUAL REPORT 2008


COMPOSITION AND MEMBERSHIP

The Audit Committee comprises three (3) directors and the composition at the date of this report is as follows:

Loi Kim Fah Chairman/Independent Non-Executive Director

Datuk Hj. Amil @ Amir Bin Junus Member/Independent Non-Executive Chairman

Tan Kau Ngee @ Tan Seong Tin Member/Independent Non-Executive Director

TERMS OF REFERENCE

The Audit Committee carried out its duties as set out in the Terms of Reference. The Board of Directors reviews the Terms of

Reference from time to time to ensure continuous compliance with the Listing Requirements of Bursa Malaysia Securities

Berhad (“Bursa Securities”).

Objective

The primary objective of the Audit Committee is to assist the Board of Directors in the effective discharge of its fiduciary

responsibilities as to corporate governance, financial reporting, auditing and internal control.

Composition

The Audit Committee shall be appointed by the Board of Directors from amongst its members which fulfils the following

requirements:

1. the Audit Committee must be composed of no fewer than three (3) members;

2. all the Audit Committee members must be non-executive directors, with the majority of them being independent

directors;

3. at least one (1) member of the Audit Committee:-

i. must be a member of the Malaysian Institute of Accountants; or

ii. if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years' working

experience and

a. he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or

b. he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the

Accountants Act 1967; or

c. fulfils such other requirements as prescribed or approved by Bursa Securities.

4. no alternate director shall be appointed as a member of the Audit Committee.

Chairman

The members of the Audit Committee shall elect a Chairman from among their number who shall be an independent

director.

Secretary

The Company Secretary(ies) of the Company shall be the Secretary of the Audit Committee.

Meetings and Minutes

The Audit Committee shall meet at least four (4) times a year or more frequently as they consider necessary to discharge

their duties. A quorum shall be two (2) members present, a majority of whom must be independent directors.

The Audit Committee may invite the Head of Finance, the internal auditor and external auditor to attend the meeting. Other

Board members and/or employees may attend any particular meeting upon invitation of the Audit Committee. The external

auditor may request for a meeting if they consider necessary. At lease once a year the Audit Committee shall meet with

external auditor without executive Board members present.

The minutes of Audit Committee meeting shall be signed by the Chairman of the meeting and distributed to each member of

the Audit Committee and the Board of Directors. The Chairman of the Audit Committee shall report to the Board of Directors

on each meeting.

AUDIT COMMITTEE REPORT

ANNUAL REPORT 2008


Authority

The Audit Committee shall in accordance with a procedure determined by the Board of Directors:

i. have authority to investigate any matter within its terms of reference;

ii. have the resources which are required to perform its duties;

iii. have full and unrestricted access to any information pertaining to the Company and the Group;

iv. have direct communication channels with the internal and external auditors and with senior management of the

Company;

v. be able to obtain independent professional or other advice; and

vi. be able to convene meeting with external auditor, internal auditor or both, excluding the attendance of other Directors

and employees of the Company, whenever deemed necessary.

Functions and Duties

The functions and duties of the Audit Committee shall be:

1. to review the following and report the same to the Board of Directors of the Company:

a. with the external auditor, the audit plan;

b. with the external auditor, his evaluation of the system of internal controls;

c. with the external auditor, his audit report;

d. the assistance given by the employees of the Company to the external auditor;

e. the adequacy of the scope, functions, competency and resources of the internal audit functions and that it has the

necessary authority to carry out its work;

f. the internal audit programme, processes, the results of the internal audit programme, processes or investigation

undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;

g. the quarterly results and year end financial statements, prior to the approval by the board of directors, focusing

particularly on

- changes in or implementation of major accounting policy changes;

- significant and unusual events; and

- compliance with accounting standards and other legal requirements;

h. any related party transaction and conflict of interest situation that may arise within the Company or Group including

any transaction, procedure or course of conduct that raises questions of management integrity;

i. any letter of resignation from the external auditors of the Company; and

j. whether there is reason (supported by grounds) to believe that the Company's external auditor is not suitable for

re-appointment.

2. to recommend the nomination of a person or persons as external auditors.

3. to carry out such other functions as may be agreed to by the Audit Committee and the Board of Directors.

The Chairman of the Audit Committee shall engage on a continuous basis with the senior management, such as the Chairman,

the Managing Director, the Head of Finance, the Head of Internal Audit and external auditor in order to be kept

informed of matters affecting the Company.

MEETINGS

The Audit Committee held five (5) meetings during the financial year ended 30 June 2008 and the attendance of each Audit

Committee member are as follows:

Audit Committee Member No. of Meetings held No. of Meetings attended

Datuk Haji Hashim Bin Safin @ Shafain

(demised on 11/04/2008) 4* 3

Loi Kim Fah

(appointed w.e.f. 18/12/2007) 2* 2

Tan Kau Ngee @ Tan Seong Tin 5 5

Tai Shzee Yuan

(resigned w.e.f. 18/11/2007) 3* 3

Note: * Reflects the number of meetings held during the tenure of the respective Directors.


ANNUAL REPORT 2008


SUMMARY OF ACTIVITIES

During the financial year under review, the activities of the Audit Committee included:

i. review internal audit's reports and memorandums;

ii. review quarterly financial result prior to submission to the Board of Directors for their consideration and approval;

iii. review the external auditors' reports in relation to audit and accounting issues arising from audit, and updates of new

developments on accounting standards issued by the Malaysian Accounting Standards Board;

iv. review the Company's compliance with revamped Listing Requirements of the Bursa Malaysia Securities Berhad;

v. review audit strategy and plan of the external auditors; and

vi. review the recurrent related party transactions.

INTERNAL AUDIT FUNCTION

The internal audit function carried out the audit reviews in accordance with the internal audit plan is approved by the Audit

Committee. The internal auditor reports to the Audit Committee. The Audit Committee reviews and deliberated the internal audit

reports and relevant issued presented during the regular Audit Committee meetings held and the audit findings and

recommendations will be forwarded to the management concerned for attention and necessary action.

During the financial year under review, our Internal Audit Department had carried out the following activities:-

i. conduct independent reviews on internal control of the key activities within the Group's operating units;

ii. identify and highlight any deficiency and findings in the risk management and internal controls of the Group;

iii. propose practical and cost effective recommendations and corrective action plans to the relevant management; and

iv. perform follow-up audits to ensure the recommendations and corrective action plan have been taken and implemented

accordingly.

A number of minor internal control weaknesses were identified, all of which have been or being addressed. None of the

weakness has resulted in any material losses or uncertainties that would require disclosure in this Annual Report.


ANNUAL REPORT 2008


Introduction

The Malaysian Code on Corporate Governance stipulated that a listed company shall maintain a sound system of internal

control to safeguard shareholders' investment and the Company's assets.

The Board of Directors of Yong Tai Berhad is pleased to present the Statement on Internal Control for the financial year

ended 30 June 2008, which is made pursuant to Paragraph 15.27(b) of the Listing Requirements of Bursa Malaysia

Securities Berhad.

Board Responsibilities

The Board of Directors recognizes its responsibilities for the Group's system of internal control, which includes the

establishment of an appropriate control environment and framework as well as reviewing its adequacy and integrity on a

regular basis. The Group's system of internal control had been designed with the objective of safeguarding shareholders'

investment and its assets. However, due to the limitations that are inherent in any system of internal control, it can only

provide reasonable but not absolute assurance against material misstatement or loss.

The Board confirms that there is on going process for identifying, evaluating, monitoring and managing the significant risks

affecting the achievement of the Group's business objectives.

Key elements of the Group's systems of internal control are:-

• Periodic board and management meetings to review financial performance and business operations of the Group;

• The Group has a defined organizational structure with clear lines of accountability. A detail operational and reporting

structure with defined lines of responsibility and delegation of authority are documented; and

• Internal audit on the major subsidiaries of the Group by its own Internal Audit Department to provide reasonable

assurance to the Board that the internal control system of the Group is properly in place. The audit summary reports

are presented and reviewed at the Audit Committee meetings.

There were no material finding or loss incurred during the financial year as a result of weaknesses in internal control. The

Group continues to take measures to strengthen its internal control structure and manage its risks.

This Statement is made in accordance with a resolution of the Board of Directors dated 28 October 2008.

STATEMENT OF INTERNAL CONTROL

ANNUAL REPORT 2008


The Directors are required by the Companies Act, 1965 (“the Act”) to prepare financial statements for each financial year which

give a true and fair view of the state of affairs of the Company and the Group at the end of the financial year and of the results

and cash flows of the Company and the Group for the financial year. The financial statements have been prepared in

accordance with the applicable approved accounting standards in Malaysia issued by the Malaysian Accounting Standards

Board, the requirements of the Act, the Listing Requirements of Bursa Malaysia Securities Berhad and other statutory

requirements.

The Directors consider that in preparing the financial statements for the year ended 30 June 2008, the Group has used

appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates.

The Directors have responsibility for ensuring that the Company and the Group keep proper accounting records to enable

them to ensure that the financial statements comply with the Act. The Directors have overall responsibility for taking such steps

as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

This Statement is made in accordance with a resolution of the Board of Directors dated 28 October 2008.

Share Buybacks

There was no share buyback by the Company during the financial year under review.

Options, warrants or convertible securities

The Company has not issued any options, warrants or convertible securities during the financial year under review.

American Depository Receipt (ADR) or Global Depository Receipt (GDR) programme

The Company did not sponsor any ADR or GDR programme during the financial year under review.

Sanctions/penalties

There was no sanction/penalty imposed on the Company and its subsidiaries, Directors or management by the relevant

regulatory bodies during the financial year under review.

Non-audit fees

There was no non-audit fees paid to the external auditors during the financial year under review.

Variation in results

The Company's results for the financial year under review did not differ by more than 10% or more from unaudited results

previously released. The Company did not make any profit estimate, forecast or projection for that period.

Profit Guarantee

No profit guarantee was given by the Company during the financial year under review.

Material Contracts

There was no material contract entered into by the Company and/or its subsidiaries during the financial year under review

which involves the interests of Directors and major shareholders.

Revaluation of landed properties

The Company's revaluation policy is disclosed in Note 2(d) of the Notes to the Financial Statements.

Recurrent related party transactions of a revenue nature

Details of transactions with related parties undertaken by the Group during the financial year under review are disclosed in

Note 35 of the Notes to the Financial Statements.

STATEMENT ON DIRECTORS' RESPONSIBILITY

ADDITIONAL COMPLIANCE REQUIREMENTS

ANNUAL REPORT 2008


FINANCIAL STATEMENTS

19 Directors’ Report

22 Statement By Directors

22 Statutory Declaration

23 Independent Auditors’ Report

24 Balance Sheets

25 Income Statements

26 Statements Of Changes In Equity

28 Cash Flow Statements

30 Notes To The Financial Statements

The Directors have pleasure in submitting their report together with the audited financial statements of the Company for the financial year ended 30th June 2008.

PRINCIPAL ACTIVITIES

The principal activity of the Company is that of investment holding. The principal activities of the subsidiary companies aredescribed in Note 9 of the Notes to the Financial Statements.

There have been no significant changes in the nature of these activities during the financial year.

FINANCIAL RESULTSGroup Company

RM RM

Profit before taxation 157,206 58,154Taxation (191,255) (26,989)

Net (loss)/profit for the year 34,049 31,165

Attributable to:Equity holders of the Company (1,691,090) 31,165Minority interest 1,657,041 -

(34,049) 31,165

DIVIDENDS

No dividend has been paid or declared by the Company since the end of the previous financial year.

The Directors do not recommend any dividend for the year ended 30th June 2008.

RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the financial statements.

ISSUE OF SHARES AND/OR DEBENTURES

No shares and/or debentures were issued during the financial year.

INFORMATION ON THE FINANCIAL STATEMENTS

Before the Income Statements and Balance Sheets of the Group and Company were made out, the Directors took reasonable steps :-

(a) to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that there were no known bad debts and that adequate allowance had been made for doubtful debts; and

(b) to ensure that any current assets which were unlikely to be realised in the ordinary course of business including their value as shown in the accounting records of the Group and Company have been written down to an amount which they might be expected so to realise.

At the date of this report, the Directors are not aware of any circumstances:-

(a) which would render it necessary to write off any bad debts or the amount of the allowance for doubtful debts in the financial statements of the Group and Company inadequate to any substantial extent; or

(b) which would render the values attributed to the current assets in the financial statements of the Group and Company misleading; or

(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and Company misleading or inappropriate.

No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve monthsafter the end of the financial year which, in the opinion of the Directors, will or may substantially affect the ability of the Group and Company to meet their obligations as and when they fall due.

DIRECTORS’ REPORT

ANNUAL REPORT 2008


INFORMATION ON THE FINANCIAL STATEMENTS (Cont’d)

At the date of this report, there does not exist:-

(a) any charge on the assets of the Group and Company which has arisen since the end of the financial year which secures the liability of any other person; or

(b) any contingent liability of the Group and Company which has arisen since the end of the financial year.

OTHER STATUTORY INFORMATION

The Directors state that :-

At the date of this report, they are not aware of any circumstances not otherwise dealt with in this report or the financial statements which would render any amount stated in the financial statements misleading.

In their opinion:-

(a) the results of the operations of the Group and Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature; and

(b) there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and Company for the financial year in which this report is made.

DIRECTORS

The Directors in office since the date of the last report are:-

Datuk Hj Amil @ Amir Bin Junus (Appointed on 10.07.08)Wong Liew Lin @ Liew Fat LinWong Mee Yow Cheen @ Liew Mee Yow CheenTai Shzee YuanLiew Huat KwangTan Kau Ngee @ Tan Seong TinLoi Kim Fah (Appointed on 18.12.07)Datuk Haji Hashim Bin Safin @ Shafain (Deceased on 11.04.08)

According to the Register of Directors' Shareholdings, the shareholdings in the Company and its related corporations during the financial year of those who were Directors at the end of the financial year are as follows:-

No. of Ordinary Shares of RM 1 eachAt At

Interest in the Company 01.07.07 Bought Sold 30.06.08

Wong Liew Lin @ Liew Fat Lin - direct 50,522 - - 50,522- deemed 20,091,729 - - 20,091,729

Wong Mee Yow Cheen @Liew Mee Yow Cheen - direct 74,744 - - 74,744

- deemed 20,091,729 - - 20,091,729

Liew Huat Kwang - direct 230,520 - - 230,520- deemed 20,091,729 - - 20,091,729

Tai Shzee Yuan - direct 28,001 - - 28,001

Tan Kau Ngee @ Tan Seong Tin - direct 48,000 - - 48,000

Direct interest in holding companyLiew Fat Lin Holding Sdn. Bhd.

Wong Liew Lin @ Liew Fat Lin 9,294,579 - - 9,294,579

Wong Mee Yow Cheen @Liew Mee Yow Cheen 6,239,511 - - 6,239,511

Liew Huat Kwang 3,644,249 - - 3,644,249

DIRECTORS’ REPORT

ANNUAL REPORT 2008


DIRECTORS (Cont’d)

Other than as disclosed above, the Directors in office at the end of the financial year did not hold any interest in shares in the Company and/or its related corporations during the financial year.

None of the Directors holding office at the end of the financial year held any interest in shares of the subsidiary companies butthe Directors are deemed to have interest in the subsidiary companies, to the extent that the Company has an interest, by virtue of their shareholdings in the Company.

DIRECTORS' BENEFITS

During and at the end of the financial year, no arrangement subsisted to which the Group and Company or its subsidiarycompanies was a party with the object of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

Since the end of the previous financial year, no Director has received or become entitled to receive any benefit (other than as disclosed in the Notes to the Financial Statements) by reason of a contract made by the Company or a related corporationwith the Director or with a firm of which the Director is a member or with a company in which the Director has a substantial financial interest.

SIGNIFICANT EVENT SUBSEQUENT TO BALANCE SHEET DATE

Significant event subsequent to balance sheet date is disclosed in Note 39 of the Notes to the Financial Statements.

HOLDING COMPANY

The holding company is Liew Fat Lin Holding Sdn. Bhd., a company incorporated in Malaysia.

AUDITORS

Messrs T H Law & Co., the retiring Auditors, have expressed their willingness to continue in office.

Signed on behalf of the Board in accordance with a resolution of the Directors dated 28th October 2008.

__________________________________________ )DATUK HJ AMIL @ AMIR BIN JUNUS )

)))))) DIRECTORS))))

__________________________________________ )WONG LIEW LIN @ LIEW FAT LIN )

Batu Pahat, Johor

DIRECTORS’ REPORT

ANNUAL REPORT 2008


We, DATUK HJ AMIL @ AMIR BIN JUNUS and WONG LIEW LIN @ LIEW FAT LIN, being two of the Directors of YONG TAI

BERHAD, do hereby state, in the opinion of the Directors, the financial statements set out on pages 24 to 58 are drawn up so

as to give a true and fair view of the state of affairs of the Group and Company as at 30th June 2008 and of the results of their

operations, changes in equity and cash flows of the Group and Company for the financial year ended on that date in

accordance with the applicable approved Financial Reporting Standard in Malaysia issued by the Malaysian Accounting

Standards Board and the provisions of the Companies Act, 1965.

Signed on behalf of the Board in accordance with a resolution of the Directors.

_________________________________________ _________________________________________

DATUK HJ AMIL @ AMIR BIN JUNUS WONG LIEW LIN @ LIEW FAT LIN

Batu Pahat, Johor

28th October 2008

I, TAI SHZEE YUAN, I/C No. 530622-04-5093, the Director primarily responsible for the financial management of YONG TAI

BERHAD, do solemnly and sincerely declare that the financial statements of the Group and Company set out on pages 24 to

58 are, to the best of my knowledge and belief, correct, and I make this solemn declaration conscientiously believing the same

to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the )

abovenamed TAI SHZEE YUAN, )

I/C No. 530622-04-5093, )

at Petaling Jaya )

)

on 28th October 2008 ) __________________________________

TAI SHZEE YUAN

Before me:

Soong Foong Chee

(No. B168)

(Commissioner for Oaths)

STATEMENT BY DIRECTORS

ANNUAL REPORT 2008


STATUTORY DECLARATION

Report on the Financial Statements

We have audited the financial statements of Yong Tai Berhad, which comprise the balance sheets as at 30th June 2008 of theGroup and of the Company, and the income statements, statements of changes in equity and cash flow statements of theGroup and of the Company for the year then ended, and a summary of significant accounting policies and other explanatorynotes, as set out on pages 24 to 58.

Directors' Responsibility for the Financial Statements

The Directors of the Company are responsible for the preparation and fair presentation of these financial statements inaccordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved Standards on Auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of risks of material misstatement ofthe financial statements, whether due to fraud or error. In making those risk assesments, we consider internal control relevantto the Company's preparation and fair presentation of the financial statements in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting polices used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards andthe Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of theCompany as of 30th June 2008 and of their financial performance and cash flows of the Group and of the Company for the year then ended.

Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:

a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiary companies of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

b) We have considered the accounts and the auditors' reports of all the subsidiary and sub-subsidiary companies of which we have not acted as auditors, which are indicated in Note 9 of the Notes to the Financial Statements.

c) We are satisfied that the accounts of the subsidiary companies that have been consolidated with the Company's financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes.

d) The audit reports on the financial statements of the subsidiary companies did not contain any qualification or any adverse comment made under Section 174(3) of the Act.

Other Matters

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of thisreport.

T H LAW & CO. LAW TIAM HOCK(NO: AF - 0942) CHARTERED ACCOUNTANT

CHARTERED ACCOUNTANTS (NO: 1609/12/09 (J))

Petaling Jaya28th October 2008

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF YONG TAI BERHAD

ANNUAL REPORT 2008


BALANCE SHEETS

ANNUAL REPORT 2008


AS AT 30TH JUNE 2008

Group CompanyNote 2008 2007 2008 2007

RM RM RM RMASSETSNON-CURRENT ASSETS

Property, plant and equipment 6 22,774,480 24,304,030 - -Prepaid land leases 7 851,127 877,418 - -Investment properties 8 11,133,000 10,950,753 - -Investment in subsidiary and sub-subsidiary

companies 9 - - 37,864,412 37,864,412Investments 10 - 3,600 - -Deferred tax asset 11 14,600 261,600 - -

34,773,207 36,397,401 37,864,412 37,864,412

CURRENT ASSETSInventories 12 34,370,664 29,348,682 - -Trade receivables 13 42,023,013 43,706,299 - -Other receivables 14 4,441,371 3,745,755 1,000 6,167Amount due from subsidiary companies 15 - - 5,828,018 6,028,018Tax in credit 1,059,493 809,009 28,636 14,025Fixed deposits 16 474,164 26,822 - -Cash and bank balances 17 8,388,448 4,698,721 147,435 138,933

90,757,153 82,335,288 6,005,089 6,187,143

TOTAL ASSETS 125,530,360 118,732,689 43,869,501 44,051,555

EQUITY AND LIABILITIESEquity attributable to equity holders of the Company

Share capital 18 40,115,000 40,115,000 40,115,000 40,115,000Reserves 19 6,924,542 8,475,783 3,259,864 3,228,699

47,039,542 48,590,783 43,374,864 43,343,699Minority interest 2(b)(ii) 3,658,555 1,852,477 - -

Total equity 50,698,097 50,443,260 43,374,864 43,343,699

NON-CURRENT LIABILITIESDeferred tax liability 11 705,709 1,234,846 - -Borrowings 20 1,188,295 1,585,799 - -

1,894,004 2,820,645 - -

CURRENT LIABILITIESTrade payables 21 12,276,743 3,930,128 - -Other payables 22 14,559,877 19,668,880 36,181 49,400Amount due to subsidiary companies 15 - - 458,456 658,456Amount due to Directors 23 12,213,082 11,701,813 - -Bank overdraft 17 16,886,399 16,591,853 - -Borrowings 20 16,800,728 13,510,771 - -Tax payable 201,430 65,339 - -

72,938,259 65,468,784 494,637 707,856

TOTAL LIABILITIES 74,832,263 68,289,429 494,637 707,856

TOTAL EQUITY AND LIABILITIES 125,530,360 118,732,689 43,869,501 44,051,555

The above balance sheets is to be read in conjunction with the notes to the financial statements set out on pages 30 to 58.

INCOME STATEMENTS

ANNUAL REPORT 2008


FOR THE YEAR ENDED 30TH JUNE 2008


RM RM RM RM

Revenue 24 179,599,143 162,289,909 160,000 150,000

Less: Cost of sales (161,580,365) (146,769,202) - -

Gross profit 18,018,778 15,520,707 160,000 150,000

Add: Other income 2,002,631 736,864 - -

20,021,409 16,257,571 160,000 150,000

Less: Sales and distribution costs (9,717,681) (8,558,868) - -Administrative expenses (3,539,038) (4,982,732) (101,846) (86,601)Other operating expenses (3,908,214) (2,866,762) - -Finance costs 25 (2,699,270) (2,412,498) - -

Profit/(loss) before taxation 26 157,206 (2,563,289) 58,154 63,399

Taxation 27 (191,255) (572,733) (26,989) (39,167)

Net (loss)/profit for the year (34,049) (3,136,022) 31,165 24,232

Attributable to:Equity holders of the Company (1,691,090) (3,842,118) 31,165 24,232Minority interest 1,657,041 706,096 - -

(34,049) (3,136,022) 31,165 24,232

Basic loss per share (sen) 28 ( 4.2) ( 9.6)

The above income statements is to be read in conjunction with the notes to the financial statements set out on pages 30 to 58.

STATEMENTS OF CHANGES IN EQUITY

ANNUAL REPORT 2008


Att

rib

uta

ble

to

Eq

uit

y H

old

ers

of

the

Co

mp

any

No

n-d

istr

ibu

tab

leD

istr

ibu

tab

leF

OR

EIG

NS

HA

RE

SH

AR

ER

EVA

LU

AT

ION

EX

CH

AN

GE

UN

AP

PR

OP

RIA

TE

DM

INO

RIT

YTO

TAL

Gro

up

No

teC

AP

ITA

LP

RE

MIU

MR

ES

ER

VE

RE

SE

RV

EP

RO

FIT

STO

TAL

INT

ER

ES

TE

QU

ITY

2007

RM

RM

RM

RM

RM

RM

RM

RM

Bal

ance

at 0

1.07

.06

40,1

15,0

00

1,62

6,07

1 5,

058,

148

8,72

0 2,

992,

743

49,8

00,6

82

275,

571

50,0

76,2

53E

ffect

s of

ad

optin

g F

RS

140

--

(1,1

06,3

17)

- 3,

630,

061

2,52

3,74

4-

2,52

3,74

4

40,1

15,0

00

1,62

6,07

1 3,

951,

831

8,72

0 6,

622,

804

52,3

24,4

26

275,

571

52,5

99,9

97

Rev

ersa

l of d

efer

red

tax

on r

eval

uatio

n su

rplu

s -

- 99

,580

--

99,5

80-

99,5

80R

ealis

atio

n of

rev

alua

tion

surp

lus

upon

dis

pos

al

- -

(30,

852)

- 30

,852

--

-E

xcha

nge

diff

eren

cear

isin

g fr

om fo

reig

nsu

bsi

dia

ry c

omp

anie

s -

--

8,89

5-

8,89

5 13

,910

22

,805

Issu

ance

of s

hare

s in

sub

sid

iary

com

pan

y 31

--

--

--

856,

900

856,

900

Net

loss

for

the

year

--

--

(3,8

42,1

18)

(3,8

42,1

18)

706,

096

(3,1

36,0

22)

Bal

ance

at 3

0.06

.07

40,1

15,0

00

1,62

6,07

1 4,

020,

559

17,6

15

2,81

1,53

8 48

,590

,783

1,

852,

477

50,4

43,2

60

(Not

e 19

)(N

ote

19 a

nd 2

9)(N

ote

19)

(Not

e 19

)

2008

Bal

ance

at 3

0.06

.07

40,1

15,0

00

1,62

6,07

1 4,

020,

559

17,6

152,

811,

538

48,5

90,7

83

1,85

2,47

7 50

,443

,260

Rev

ersa

l of d

efer

red

tax

on r

eval

uatio

n su

rplu

s -

- 43

,557

-

- 43

,557

- 43

,557

Exc

hang

e d

iffer

ence

aris

ing

from

fore

ign

sub

sid

iary

com

pan

ies

--

- 96

,292

- 96

,292

14

9,03

7 24

5,32

9Is

suan

ce o

f sha

res

insu

bsi

dia

ry c

omp

any

31-

--

--

--

-N

et lo

ss fo

r th

e ye

ar

--

--

(1,6

91,0

90)

(1,6

91,0

90)

1,65

7,04

1 (3

4,04

9)

Bal

ance

at 3

0.06

.08

40,1

15,0

00

1,62

6,07

1 4,

064,

116

113,

907

1,12

0,44

8 47

,039

,542

3,

658,

555

50,6

98,0

97

(Not

e 19

)(N

ote

19 a

nd 2

9)(N

ote

19)

(Not

e 19

)

2008

2007

Gro

up

RM

RM

Un

app

rop

riat

ed p

rofi

ts r

etai

ned

/(A

ccu

mu

late

d lo

sses

ab

sorb

ed)

by:

The

Com

pan

y 1,

633,

793

1,60

2,62

8S

ubsi

dia

ry c

omp

anie

s(5

13,3

45)

1,20

8,91

0

1,12

0,44

82,

811,

538


STATEMENTS OF CHANGES IN EQUITY (cont’d)

ANNUAL REPORT 2008



Non-distributable Distributable

SHARE SHARE UNAPPROPRIATED TOTALCAPITAL PREMIUM PROFIT EQUITY

Company RM RM RM RM

Balance at 01.07.06 40,115,000 1,626,071 1,578,396 43,319,467

Net profit for the year - - 24,232 24,232

Balance at 30.06.07 40,115,000 1,626,071 1,602,628 43,343,699

Net profit for the year - - 31,165 31,165

Balance at 30.06.08 40,115,000 1,626,071 1,633,793 43,374,864

(Note 19) (Note 19)

The above statements of changes in equity is to be read in conjunction with the notes to the financial statements set out on pages 30 to 58.

CASH FLOW STATEMENTS

ANNUAL REPORT 2008




RM RM RM RM

CASH FLOWS FROM OPERATING ACTIVITIESProfit/(loss) before taxation 157,206 (2,563,289) 58,154 63,399Adjustments for:-

Allowance for specific doubtful debts 365,255 808,499 - -Amortisation of prepaid lease payments 26,291 31,143 - -Deposit forfeited - 24,839 - -Depreciation 1,959,256 2,716,432 - -Fair value adjustment (Note 8) (182,247) - - -Foreign currency exchange loss- unrealised 51,284 - - -Interest expenses 25 2,699,270 2,412,498 - -Inventories written down 10,600 - - -Loss on disposal of investment 1,400 - - -Property, plant and equipment written off 53,700 65,824 - -Allowance for specific doubtful debts no longer

required (62,823) (3,196) - -(Gain)/loss on disposal of property, plant and

equipment (604,474) 11,537 - -General allowance for doubtful debts no longer

required - (45,000) - -Interest income (108,273) (1,638) - -Net dividend received - - (118,400) (109,500)Tax on dividend - - (41,600) (40,500)Waiver of debts - (7,579) - -

Operating profit/(loss) before working capital changes 4,366,445 3,450,070 (101,846) (86,601)

Increase in inventories (5,171,629) (3,697,894) - -(Increase)/decrease in receivables (473,429) (11,666,536) 5,167 (5,167)Decrease in amount due from subsidiary companies - - 200,000 359,455Increase/(decrease) in amount due to subsidiary

companies - - (200,000) 658,456Increase/(decrease) in payables 4,159,800 13,991,429 (13,219) (38,703)Increase in amount due to Directors 520,114 4,684,741 - -

Cash generated from/(absorbed by) operations 3,401,301 6,761,810 (109,898) 887,440Interest paid (2,699,270) (2,412,498) - -

Tax (paid)/refunded (539,158) (421,563) - 33,818

Net cash from/(used in) operating activities 162,873 3,927,749 (109,898) 921,258

CASH FLOWS FROM INVESTING ACTIVITIESDividend received - - 118,400 109,500Interest received 90,931 674 - -Proceeds from disposal of property, plant and

equipment 1,093,081 272,350 - -Proceeds from disposal of investment 2,200 - - -Purchase of property, plant and equipment 30 (775,726) (724,712) - -Investment in subsidiary and subsubsidiary

companies 31 - - - (900,000)

Net cash from/(used in) investing activities 410,486 (451,688) 118,400 (790,500)

CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issuance of shares by a

subsidiary company 31 - 856,900 - -Net proceeds from /(repayment of) short term

borrowings 3,525,148 (126,072) - -Repayment of hire purchase creditors (72,337) (122,403) - -Repayment of term loans (755,358) (676,637) - -

Net cash from/(used in) financing activities 2,697,453 (68,212) - -

CASH FLOW STATEMENTS

ANNUAL REPORT 2008




RM RM RM RM

NET INCREASE IN CASH & CASH EQUIVALENTS 3,270,812 3,407,849 8,502 130,758

Effect of exchange rate changes 124,369 (20,312) - -

CASH & CASH EQUIVALENTS BROUGHT FORWARD (11,893,132) (15,280,669) 138,933 8,175

CASH & CASH EQUIVALENTS CARRIED FORWARD 17 (8,497,951) (11,893,132) 147,435 138,933

The above cash flow statements is to be read in conjunction with the notes to the financial statements set out on pages 30 to 58.

NOTES TO THE FINANCIAL STATEMENTS

ANNUAL REPORT 2008


1. PRINCIPAL ACTIVITIES AND GENERAL INFORMATION

The principal activity of the Company is that of investment holding. The principal activities of the subsidiary companies

are described in Note 9 of the Notes to the Financial Statements. There have been no significant changes in the nature

of these activities during the financial year.

The Company is a public limited liability company, incorporated and domiciled in Malaysia. The registered office of the

Company is located at Ground Floor, 8, Lorong Universiti B, Section 16, 46350 Petaling Jaya, Selangor Darul Ehsan. The

principal place of business of the Company is located at No. 3, Jalan Kapal, Kawasan Perindustrian Tongkang Pecah,

83010 Batu Pahat, Johor Darul Takzim.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the

Directors dated 28th October 2008.

2. SIGNIFICANT ACCOUNTING POLICIES

Unless otherwise stated, the following accounting policies have been applied consistently in dealing with items that are

considered material in relation to the financial statements.

a) Basis of preparation

The financial statements of the Group and Company have been prepared:-

i) in accordance with the applicable approved Financial Reporting Standards (FRS), the accounting standards for

entities other than private entities issued by the Malaysian Accounting Standards Board (MASB), accounting

principles generally accepted in Malaysia and the provisions of the Companies Act, 1965; and

ii) under the historical cost convention, unless otherwise indicated and as modified by the revaluation of certain

property, plant and equipment, prepaid land leases and investment properties, which have been measured at

fair value.

The financial statements are presented in Ringgit Malaysia (RM), unless otherwise indicated.

b) Subsidiary companies and basis of consolidation

i) Subsidiary companies

Subsidiary companies are entities over which the Group or the Company has the ability to control the financial

and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting

rights that are currently exercisable or convertible are considered when assessing whether the Group has such

power over another entity.

In the Company's separate financial statements, investments in subsidiary companies are stated at cost less

impairment losses. On disposal of such investments, the difference between net disposal proceeds and their

carrying amounts is included in profit or loss.

ii) Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiary

companies as at the balance sheet date. The financial statements of the subsidiary companies are prepared for

the same reporting date as the Company.

Subsidiary companies are consolidated from the date of acquisition, being the date on which the Group or the

Company obtains control, and continue to be consolidated until the date that such control ceases. In preparing

the consolidated financial statements, intragroup balances, transactions and unrealised gains or losses are

eliminated in full. Uniform accounting policies are adopted in the consolidated financial statements for like

transactions and events in similar circumstances.

Acquisitions of subsidiary companies are accounted for using the purchase method. The purchase method of

accounting involves allocating the cost of the acquisition to the fair value of the assets acquired and liabilities

and contingent liabilities assumed at the date of acquisition. The cost of an acquisition is measured as the

aggregate of the fair values, at the date of exchange, of the assets given, liabilities incurred or assumed, and

equity instruments issued, plus any costs directly attributable to the acquisition.

30TH JUNE 2008

ANNUAL REPORT 2008


NOTES TO THE FINANCIAL STATEMENTS 30TH JUNE 2008

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

b) Subsidiary companies and basis of consolidation (cont’d)

ii) Basis of consolidation (cont’d)

Any excess of the cost of the acquisition over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities represents goodwill.

Any excess of the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition is recognised immediately in profit or loss.

Minority interests represent the portion of profit or loss and net assets in subsidiaries not held by the Group. It is measured at the minorities' share of the fair value of the subsidiary companies' identifiable assets and liabilities at the acquisition date and the minorities' share of changes in the subsidiary companies' equity since then.

c) Intangible assets

i) Goodwill

Goodwill acquired in a business combination is initially measured at cost being the excess for the cost of business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortised but instead, it is reviewed for impairment, annually or morefrequently if events or changes in circumstances indicate that the carrying value may be impaired. Gains and losses on the disposal of an entitiy include the carrying amount of goodwill relating to the entity sold.

ii) Other intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair values as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised on a straight-line basis over the estimated economic useful lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each balance sheet date.

Intangible assets with indefinite useful lives are not amortised but tested for impairment annually or morefrequently if the events or changes in circumstances indicate the carrying value may be impaired either individually or at the cash-generating unit level. The useful life of an intangible asset with an indefinite life is also reviewed annually to determine whether the useful life assessment continues to be supportable.

iii) Research and development costs

Research and development costs are recognised as an expense when incurred.

d) Property, plant and equipment

Property, plant and equipment are initially recorded at cost. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the Company and the cost of the item can be measured reliably.The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Subsequent to recognition, property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.

Freehold land and buildings are stated at revalued amount, which is the fair value at the date of the revaluation less any accumulated impairment losses. Fair value is determined from market-based evidence by appraisal that is undertaken by professionally qualified valuers.

Revaluations are performed with sufficient regularity to ensure that the fair value of a revalued asset does not differ materially from that which would be determined using fair values at the balance sheet date. Any revaluation surplus is credited to the revaluation reserve included within equity, except to the extent that it reverses a revaluation decrease for the same asset previously recognised in profit or loss, in which case the increase is recognised in profit or loss to the extent of the decrease previously recognised. A revaluation deficit is first offset against unutilised previously recognised revaluation surplus in respect of the same asset and the balance is thereafter recognised in profit or loss. Upon disposal or retirement of an asset, any revaluation reserve relating to the particular asset is transferred directly to retained earnings.


ANNUAL REPORT 2008


30TH JUNE 2008


d) Property, plant and equipment (cont’d)

Freehold land has an unlimited useful life and therefore is not depreciated. Depreciation of other property, plant and

equipment is calculated on the straight line basis to write off the cost of each asset to its residual value over the

estimated useful life.

The principal annual rates of depreciation used are as follows:-

Buildings 33-41 years

Air conditioners and air curtains 10%

EDP/IT equipment 10%

Electrical installation 10%

Furniture, fittings and renovations 10%-50%

Machinery and equipment 10%

Models 10%

Office equipment 10% - 18%

Warehouse equipment 10%

Motor vehicles 20%

Counter set-up 20%-33 1/3%

The residual values, useful life and depreciation method are reviewed at each financial year end to ensure that the

amount, method and period of depreciation are consistent with previous estimates and the expected pattern of

consumption of the future economic benefits embodied in the items of property, plant and equipment.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are

expected from its use or disposal. The difference between the net disposal proceeds, if any, and the net carrying

amount is recognised in profit or loss and the unutilised portion of the revaluation surplus on that item is taken

directly to retained earnings.

e) Operating leases

Leases where substantially all the risks and rewards incidental to ownership of the assets remain with the lessor are

accounted for as operating leases. Operating lease rentals payable are recognised as an expense on a straight line

basis over the lease term.

Prepaid lease payments, including prepaid land leases, comprise of up-front payments for leasehold land where

ownership of the land is not transferred to the Group or the Company at the end of the lease term. Prepaid lease

payments is carried at cost or surrogate carrying amount and is amortised on a straight-line basis over the

remaining lease term.

f) Investment properties

Investment properties are properties held for long term rental yield and/or for capital appreciation; and is not

occupied by the Group or the Company. Such properties are measured initially at cost, including transaction costs.

Subsequent to initial recognition, investment property are stated at fair value. Fair value is arrived at by reference to

market evidence for which the properties could be exchanged between knowledgeable, willing parties in an arm's

length transaction and is performed by registered independent valuers having an appropriate recognised

professional qualification and recent experience in the location and category of the properties being valued.

Gains or losses arising from changes in the fair values of investment properties are recognised in profit or loss in the

financial period in which they arise.

A property interest under an operating lease is classified and accounted for as an investment property when the

Group holds it for long term rental yield and/or capital appreciation. Such property interest is carried at fair value.

Investment properties are derecognised when they have been disposed or when the investment property is

permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses

on the retirement or disposal are recognised in profit or loss in the financial period of the retirement or disposal.


ANNUAL REPORT 2008


30TH JUNE 2008


g) Investments

Non-current investments other than investments in subsidiary companies are stated at cost less impairment losses,

if any. On disposal of an investment, the difference between net disposal proceeds and its carrying amount is

recognised in profit or loss.

Marketable securities are carried at the lower of cost and market value, determined on an aggregate portfolio basis

by category of investment. Cost is derived using the weighted average basis. Market value is calculated by

reference to stock exchange quoted selling prices at the close of business on the balance sheets date. Increases or

decreases in the carrying amount of marketable securities are recognised in profit or loss. On disposal of an

investment, the difference between net disposal proceeds and its carrying amount is recognised in profit or loss.

h) Inventories

Inventories comprise of fabrics, dye stuffs, chemical products, packing materials, fuel and gas, various types of

garments and other accessories which are valued at the lower of cost and net realisable value on the first-in,

first-out method. Cost consist of direct materials, direct labour and other incidental cost of bringing the inventories to

their present condition and location.

Net realisable value is the estimate of the selling price in the ordinary course of business, less the costs of

completion and selling expenses.

i) Receivables

Receivables are carried at anticipated realisable value. Bad debts are written off in the financial year in which they

are identified. An estimate is made for doubtful debts based on a review of all outstanding amounts as at balance

sheet date.

j) Cash and cash equivalents

Cash comprises of cash at bank and cash in hand including bank overdraft and deposits. Cash equivalents

comprises of investments maturing within three months from the date of acquisition and which are readily

convertible to known amount of cash which are subject to an insignificant risk of change in value.

k) Impairment of assets

At each balance sheet date, the carrying values of assets (other than inventories, deferred tax assets and financial

assets) are reviewed for impairment to determine whether there is an indication that the assets might be impaired. If

any such indication exists, the asset's recoverable amount is estimated to determine the amount of impairment loss.

Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. The

recoverable amount is the higher of an asset’s net selling price and its value in use, which is measured by reference

to discounted future cash flows. Recoverable amounts are estimated for individual assets, or if it is not possible, for

the cash-generating unit. Irrespective of whether there is any indication of impairment, goodwill and intangible asset

with an indefinite useful life are tested for impairment annually.

An impairment loss is recognised in profit or loss in the period in which it arises, unless the asset is carried at a

revalued amount, in which case the impairment loss is accounted for as a revaluation decrease to the extent the

impairment loss does not exceed the amount held in the asset revaluation reserve for the same asset.

Subsequent increase in the recoverable amount of an asset is treated as reversal of the previous impairment loss

and is recognised to the extent of the carrying amount of the asset that would have determined (net of amortisation

and depreciation) had no impairment loss been recognised. The reversal is recognised in the income statement

immediately, unless the asset is carried at revalued amount. A reversal of an impairment loss on a revalued asset is

credited directly to revaluation surplus. However, to the extent that an impairment loss on the same revalued asset

was previously recognised as an expense in the income statement, a reversal of that impairment loss is recognised

as income in the income statement. An impairment loss of goodwill is not reversed.

l) Payables

Payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and

services received.


ANNUAL REPORT 2008


30TH JUNE 2008


m) Finance lease and hire purchase arrangements

Assets held under finance lease and hire purchase contracts are assets where substantially all the risks and rewards

of ownership of the assets have been passed to the Group or the Company. They are capitalised and depreciated

over their estimated useful lives according to the rates as set out in Note 2(d). Finance charges of the lease rental

obligations and hire purchase instalments are charged to the income statement over the period of the respective

agreements using the “Sum-of-Digits” method to give a constant periodical rate of interest on the remaining finance

lease and hire purchase liabilities.

n) Equity instruments

Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which

they are declared.

The transaction costs of an equity transaction are accounted for as a deduction from equity, net of tax. Equity

transaction costs comprise only those incremental external costs directly attributable to the equity transaction which

would otherwise have been avoided.

o) Revenue recognition

Revenue from sales of goods are recognised upon delivery of products and customers' acceptance, if any, net of

returns and discounts.

Revenue from sales of services are recognised upon rendering of services to customers and customers' acceptance,

net of discounts.

Dividend income is recognised when the shareholder's right to receive payment is established.

Rental income is recognised on an accrual basis in accordance with the substance of the relevant agreement.

p) Government grants

Government grants are recognised initially at their fair value in the balance sheet as deferred income where there is

reasonable assurance that the grant will be received and all attaching conditions will be complied with. Grants that

compensate the Company for expenses incurred are recognised as income over the periods necessary to match the

grant on a systematic basis to the costs that it is intended to compensate. Grants that compensate the Company for

the cost of an asset are recognised as income on a systematic basis over the useful life of the asset.

q) Borrowing costs

All interest and other costs incurred in connection with borrowings are expensed as incurred.

r) Taxation

Income tax on the profit or loss for the financial year comprises current and deferred tax. Current tax is the

expected amount of income taxes payable in respect of the taxable profit for the financial year and is measured using

the tax rates that have been enacted at the balance sheet date.

Deferred tax is provided in the financial statements, using the liability method, on temporary differences at the

balance sheet date between the tax bases of assets and liabilities and their carrying amounts in the financial

statements. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are

recognised for all deductible temporary differences, unused tax credits and losses. Deferred tax assets are

recognised to the extent that it is probable that taxable profit will be available against the temporary differences and

unused tax credits and losses. Deferred tax is not recognised if the temporary difference arises from goodwill or

negative goodwill or from the initial recognition of an asset or liability in a transaction which is not a business

combination and at the time of the transaction, affects neither accounting profit nor taxable profit.

Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the

liability is settled, based on tax rates that have been enacted at the balance sheet date. Deferred tax is recognised

in the income statement, except when it arises from a transaction which is recognised directly in equity, in which case

the deferred tax is also charged or credited directly in equity, or when it arises from a business combination that is

an acquisition, in which case the deferred tax is included in the resulting goodwill or the amount of any excess of the

acquirer's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities over the

cost of the combination.


ANNUAL REPORT 2008


30TH JUNE 2008


s) Foreign currencies

Transactions in foreign currencies are recorded in Ringgit Malaysia at rates of exchange ruling at the time of the

transactions. Foreign currency monetary assets and liabilities are translated at exchange rates ruling at balance

sheet date.

Gains and losses from conversion of short term assets and liabilities, whether realised or unrealised are included in

operating profit or loss as they arise.

The assets and liabilities of the foreign entities are translated at financial year end rates and operating results are

translated at the average exchange rates for the year, which approximates the exchange rates at the dates of the

transactions. Gains and losses arising on translation are taken directly to the foreign exchange translation reserve.

All other foreign exchange differences are recognised in profit or loss in the financial period in which they arise.

The principal closing rates used are as follows:-

2008 2007

RM RM

1 Singapore Dollar 2.40 2.28

1 Euro 5.14 4.60

1 US Dollar 3.27 3.44

100 Hong Kong Dollar 41.89 44.20

100 China Renminbi 47.61 45.32

t) Employee benefits

i) Short term benefits

Wages, salaries, bonuses and social security contributions are recognised as an expense in the financial year

in which the associated services are rendered by employees. Short term accumulating compensated absences

such as paid annual leave are recognised when services are rendered by employees that increase their

entitlement to future compensated absences, and short term non-accumulating compensated absences such

as sick leave are recognised when the absences occur.

ii) Defined contribution plan

Defined contribution plans are post-employment benefit plans under which the Company or the Group pays

fixed contributions into separate entities or funds and will have no legal or constructive obligation to pay further

contributions if any of the funds do not hold sufficient assets to pay all employee benefits relating to employee

services in the current and preceding financial years. Such contributions are recognised as an expense in the

profit or loss as incurred. As required by law, companies in Malaysia make such contributions to the Employees

Provident Fund ("EPF"). The Group's foreign subsidiary companies also make contributions to its respective

country's statutory pension scheme.

u) Related parties

Related parties are entities with common directors or shareholders wherein one party has the ability to control or

exercise significant influence over the other parties in financial or operating policy decision.

v) Financial instruments

Financial instruments carried on the balance sheet include cash and bank balances, receivables, payables,

borrowings and equity instrument. The particular recognition methods adopted are disclosed in the individual

accounting policy statements associated with each item.

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual

arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as liability are

reported as expense or income. Distributions to holders of financial instruments classified as equity are charged

directly to equity. Financial instruments are offset when the Company has a legally enforceable right to set off the

recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability

simultaneously.


ANNUAL REPORT 2008


30TH JUNE 2008


w) Dividends

Dividends on ordinary shares, if approved by the shareholders will be accounted for in shareholders' equity as an

appropriation of retained earnings in the financial year in which they are declared.

3. CHANGES IN ACCOUNTING POLICIES AND EFFECTS ARISING FROM ADOPTION OF NEW AND REVISED FRSs

The accounting policies adopted by the Group and the Company are consistent with those adopted in the previous

financial year.

The MASB has also issued the following FRSs and Interpretations that are effective for annual periods beginning on or

after the respective effective dates as stated below:

FRSs / Interpretations Effective date

FRS 6, Exploration for and Evaluation of Mineral Resources 1 January 2007

FRS 107, Cash Flow Statements 1 July 2007

FRS 111, Construction Contracts 1 July 2007

FRS 112, Income Taxes 1 July 2007

FRS 118, Revenue 1 July 2007

Amendment to FRS 1192004, Employee Benefits - Actuarial Gains and Losses, Group Plans and 1 January 2007

Disclosures

FRS 120, Accounting for Government Grants and Disclosure of Government Assistance 1 July 2007

Amendment to FRS 121, The Effects of Changes in Foreign Exchange Rates 1 July 2007

- Net Investment in a Foreign Operation

FRS 134, Interim Financial Reporting 1 July 2007

FRS 137, Provisions, Contingent Liabilities and Contingent Assets 1 July 2007

FRS 139, Financial Instruments: Recognition and Measurement To be announced

IC Interpretation 1, Changes in Existing Decommissioning, Restoration and Similar Liabilities 1 July 2007

IC Interpretation 2, Members' Shares in Co-operative Entities and Similar Instruments 1 July 2007

IC Interpretation 5, Rights to Interests arising from Decommissioning, Restoration and 1 July 2007

Environmental Rehabilitation Funds

IC Interpretation 6, Liabilities arising from Participating in a Specific Market 1 July 2007

- Waste Electrical and Electronic Equipment

IC Interpretation 7, Applying the Restatement Approach under FRS 129, Fianacial Reporting 1 July 2007

in Hyperinflationary Economies

IC Interpretation 8, Scope of FRS 2 1 July 2007

The Group and the Company has adopted the above-mentioned FRSs and Interpretations for the annual period

beginning 1 July 2007 except for FRS 139, Financial Instruments: Recognition and Measurement which the effective date

has yet to be announced.

The impact of applying FRS 139 on the financial statements upon first adoption as required by paragraph 30(b) of FRS

108, Accounting Policies, Changes in Accounting Estimates and Errors is not disclosed by virtue of the exemption given

in FRS 139.103AB.

The initial application of FRS 107, FRS 112, FRS 118, FRS 120, Amendment to FRS 121, FRS 134 and FRS 137 is not

expected to have any material impact on the financial statements of the Group and the Company.

FRS 6, FRS 111, Amendment to FRS 1192004 and the Interpretations listed above are not applicable to the Group and

the Company. Hence, no further disclosure is warranted.

4. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgments are continually evaluated by the Directors and are based on historical experience and other

factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group

and the Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by

definition, rarely equal the related actual results.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are

recoginsed in the period in which the estimate is revised and in any future periods affected.

There is no material estimates and assumptions that have a significant risk of causing a material adjustment to the

carrying amounts of assets and liabilities within the next financial year.


ANNUAL REPORT 2008


30TH JUNE 2008

5. FINANCIAL RISK MANAGEMENT POLICIES

The Group's and Company’s financial risk management policy seeks to ensure that adequate financial resources are

available for the development of the Group's and Company’s business whilst managing its risks. The Group's and

Company’s activities expose it to limited financial risk, principally credit risk, interest rate risk, foreign currency risk,

liquidity and cash flow risk. The Board reviews and agree policies for managing these financial risk. Credit sales are

mainly to long-established customers. For new customers, the Group and Company accepts a minimum level of credit

risk by limiting the credit amounts and these amounts are revised regularly based upon the customer’s payment pattern.

To manage liquidity risks, the Group and Company relies on its management of working capital to ensure that the cash

flows within the operating cycle are sustainable. The Group and Company have sufficient short term borrowing facilities

to meet its short-term funding needs. The Group and Company operates within clearly defined guidelines that are

approved by the Board and the Company's policy is not to engage in speculative transactions.

6. PROPERTY, PLANT AND EQUIPMENT

COST/VALUATION

Foreign

Group At exchange Written At

2008 01.07.07 translation Additions Disposals off 30.06.08

RM RM RM RM RM RM

At valuation

Freehold land 4,940,000 - - - - 4,940,000

Buildings 13,570,000 - - - - 13,570,000

At cost

Air-conditioners and air

curtains 285,133 - 54,003 - - 339,136

EDP/IT equipment 271,604 - 49,278 - (4,578) 316,304

Electrical installation 1,429,638 - 51,136 (49,376) (20,568) 1,410,830

Furniture, fittings and

renovations 3,357,439 1,384 64,893 (10,696) (103,588) 3,309,432

Machinery and equipment 16,514,518 - 12,870 (2,394,565) - 14,132,823

Models 120,808 - - - (1,680) 119,128

Office equipment 1,711,427 2,692 68,089 (4,899) (24,614) 1,752,695

Warehouse equipment 23,250 - - - - 23,250

Motor vehicles 2,132,069 - 306,029 (389,113) - 2,048,985

Counter set-up 778,753 - 364,428 - - 1,143,181

45,134,639 4,076 970,726 (2,848,649) (155,028) 43,105,764

COST/VALUATION

Foreign



RM RM RM RM RM RM

At valuation

Freehold land 5,120,000 - - (180,000) - 4,940,000

Buildings 13,665,000 - - (95,000) - 13,570,000

At cost


curtains 258,233 - 26,900 - - 285,133

EDP/IT equipment 310,664 - 17,210 (10,739) (45,531) 271,604

Electrical installation 1,412,222 - 22,916 - (5,500) 1,429,638


renovations 3,453,956 639 13,109 - (110,265) 3,357,439

Machinery and equipment 15,112,021 - 1,402,497 - - 16,514,518

Models 120,753 - 3,400 - (3,345) 120,808

Office equipment 1,647,181 597 67,549 - (3,900) 1,711,427

Warehouse equipment 23,250 - - - - 23,250

Motor vehicles 2,145,569 - 2,500 (16,000) - 2,132,069

Counter set-up 534,670 - 244,083 - - 778,753

43,803,519 1,236 1,800,164 (301,739) (168,541) 45,134,639


ANNUAL REPORT 2008


30TH JUNE 2008

6. PROPERTY, PLANT AND EQUIPMENT (cont’d)

ACCUMULATED DEPRECIATION

Foreign



RM RM RM RM RM RM

At valuation

Freehold land - - - - - -

Buildings 804,866 - 402,432 - - 1,207,298

At cost


curtains 224,922 - 16,702 - - 241,624

EDP/IT equipment 153,905 - 27,496 - (3,978) 177,423

Electrical installation 1,096,458 - 103,462 (29,625) (10,753) 1,159,542


renovations 2,523,529 1,384 215,699 (7,628) (63,409) 2,669,575

Machinery and equipment 12,244,801 - 732,664 (1,932,696) - 11,044,769

Models 95,342 - 5,530 - (840) 100,032

Office equipment 1,395,208 1,405 76,511 (980) (22,348) 1,449,796

Warehouse equipment 10,600 - 2,325 - - 12,925

Motor vehicles 1,842,688 - 204,453 (389,113) - 1,658,028

Counter set-up 438,290 - 171,982 - - 610,272

20,830,609 2,789 1,959,256 (2,360,042) (101,328) 20,331,284

ACCUMULATED DEPRECIATION

Foreign



RM RM RM RM RM RM

At valuation

Freehold land - - - - - -

Buildings 320,509 - 487,071 (2,714) - 804,866

At cost


curtains 212,882 - 12,040 - - 224,922

EDP/IT equipment 164,913 - 25,671 (8,738) (27,941) 153,905

Electrical installation 967,297 - 130,994 - (1,833) 1,096,458


renovations 2,331,387 547 259,523 - (67,928) 2,523,529

Machinery and equipment 10,841,936 - 1,402,865 - - 12,244,801

Models 89,499 - 6,958 - (1,115) 95,342

Office equipment 1,296,414 148 102,546 - (3,900) 1,395,208

Warehouse equipment 8,275 - 2,325 - - 10,600

Motor vehicles 1,680,529 - 168,559 (6,400) - 1,842,688

Counter set-up 320,410 - 117,880 - - 438,290

18,234,051 695 2,716,432 (17,852) (102,717) 20,830,609


ANNUAL REPORT 2008


30TH JUNE 2008

6. PROPERTY, PLANT AND EQUIPMENT (cont’d)

NET BOOK VALUE

At At

Group 2008 2007

RM RM

At valuation

Freehold land 4,940,000 4,940,000

Buildings 12,362,702 12,765,134

At cost

Air-conditioners and air curtains 97,512 60,211

EDP/IT equipment 138,881 117,699

Electrical installation 251,288 333,180

Furniture, fittings and renovations 639,857 833,910

Machinery and equipment 3,088,054 4,269,717

Models 19,096 25,466

Office equipment 302,899 316,219

Warehouse equipment 10,325 12,650

Motor vehicles 390,957 289,381

Counter set-up 532,909 340,463

22,774,480 24,304,030

The freehold land and buildings of the Group were revalued based on opinion of value expressed by an independent firm

of external professional valuers, JS Valuers Property Consultant (Johore) Sdn. Bhd., using generally open market value

basis in May 2006.

The land and buildings of the Group that have been charged to financial institutions for various credit facilities granted to

the Group are as follows:-

Group

2008 2007

RM RM

Net book value of assets pledged as security for bank borrowings

- freehold land 4,940,000 4,940,000

- buildings 12,362,702 12,765,134

17,302,702 17,705,134

Group

2008 2007

RM RM

Net book value of revalued land and buildings, had these assets

been carried at cost less accumulated depreciation

- freehold land 914,313 914,313

- buildings 4,299,221 4,415,571

5,213,534 5,329,884

Details of assets under finance lease and hire purchase:-

Group

2008 2007

RM RM

Motor vehicles

- cost 419,666 462,847

- net book value at year end 290,278 207,866

Details of assets under term loan financing:-

Machinery and equipment

- cost 1,685,925 2,615,925

- net book value at year end 1,312,893 2,225,485


ANNUAL REPORT 2008


30TH JUNE 2008

7. PREPAID LAND LEASES

Group

2008 2007

RM RM

Short-term lease

At valuation

At beginning/end of the year 930,000 930,000

Accumulated amortisation

At beginning of the year 52,582 21,439

Charge for the financial year 26,291 31,143

At end of the year 78,873 52,582

Net carrying amount 851,127 877,418

The surrogate carrying amount of the prepaid land leases were revalued based on opinion of value expressed by an

independent firm of external professional valuers, JS Valuers Property Consultant (Johore) Sdn. Bhd., using generally

open market value basis in May 2006.

The prepaid land leases has been charged to licensed commercial banks for various credit facilities granted to the

Group.

8. INVESTMENT PROPERTIES

Group

2008 2007

RM RM

At fair value

At beginning of the year 10,950,753 10,950,753

Fair value adjustments (Note 26) 182,247 -

At end of the year 11,133,000 10,950,753

The following investment properties are held under lease terms:-

Group

2008 2007

RM RM

Leasehold land 950,000 936,986

Buildings 2,533,000 2,463,142

3,483,000 3,400,128

The investment properties have been charged to financial institutions for various credit facilities granted to the Group.

Group

2008 2007

RM RM

Fair value of investment properties pledged as security for bank borrowings

- freehold land 3,050,000 3,050,000

- leasehold land 950,000 936,986

- buildings 7,133,000 6,963,767

11,133,000 10,950,753


ANNUAL REPORT 2008


30TH JUNE 2008

9. INVESTMENT IN SUBSIDIARY COMPANIES

Company

2008 2007

RM RM

In Malaysia

Unquoted shares, at cost 37,864,412 37,864,412

The details of the subsidiary companies are as follows:-

Country of

Name incorporation Effective interest Principal activities

2008 2007

a) Yong Tai Brothers Trading Sdn. Bhd. Malaysia 100% 100% Trading and retailing of textile and

garment products

b) Golden Vertex Sdn. Bhd. Malaysia 100% 100% Manufacturing of textile and garment

products

c) Syarikat Koon Fuat Industries Malaysia 100% 100% Manufacturing and dyeing of all types of

Sdn. Bhd. fabric and related products

d) Yuta Realty Sdn. Bhd. Malaysia 100% 100% Property development and investment

holding

e) The Image Outlet Sdn. Bhd. Malaysia 100% 100% Trading and retailing of textile and

garment products and related fashion

accessories

f) Yong Tai Samchem Sdn. Bhd. Malaysia 60% 60% Investment holding

Subsidiary of Yong Tai Samchem Sdn. Bhd.:-

*YongTai Samchem (HK) Company Hong Kong 65%** 65%** Investment holding; and trading of

Limited chemical products

Subsidiary of YongTai Samchem (HK) Company Limited:-

*Shanghai Sino-Malaysian International China 100%*** 100%*** Trading of chemical products

Trading Co., Ltd.

* Subsidiaries not audited by T H Law & Co.** Direct interest by Yong Tai Samchem Sdn. Bhd.*** Direct interest by YongTai Samchem (HK) Company Limited.

a) In the last financial year, the Company subscribed to an additional 900,000 ordinary shares of RM 1.00 each of Yong

Tai Samchem Sdn. Bhd. at par for a cash consideration of RM 900,000. The Company's equity interest in Yong Tai

Samchem Sdn. Bhd. remained at 60%.

b) In the last financial year, the Company through its subsidiary, Yong Tai Samchem Sdn. Bhd., subscribed to an

additional 1,010,685 ordinary shares of HK$ 1.00 each of YongTai Samchem (HK) Company Limited at par for a cash

consideration of HK$ 1,010,685 (RM 477,100). The direct equity interest of the subsidiary company in YongTai

Samchem (HK) Company Limited remained at 65%.

10. INVESTMENTS

Group

2008 2007

RM RM

In Malaysia

Quoted shares, at cost - 3,600

Market value of quoted shares - 2,130

The shortfall in market value of quoted shares held by the Group was deemed temporary and as such, the Directors did

not recommend any allowance for diminution in value of investment.


ANNUAL REPORT 2008


30TH JUNE 2008

11. DEFERRED TAX (ASSET)/LIABILITY

Group

2008 2007RM RM

At beginning of the year 973,246 3,371,170- effects of adopting FRS 140 (Note 29) - (110,744)

973,246 3,260,426

Recognised in income statement (Note 27)

- current year relating to temporary differences (70,500) (95,130)

- current year relating to unrealised foreign currency exchange loss (10,300) -

- current year relating to unused tax credits and losses (160,780) 322,930

(241,580) 227,800

Recognised in income statement (Note 27)- under/(over) provision in prior year relating to temporary differences 3,000 (2,400)

Recognised in revaluation reserve

- (reversal)/arising from revaluation surplus - (2,413,000)

- transfer to revaluation reserve (Note 29) (43,557) (69,780)- realisation of revaluation reserve upon disposal (Note 29) - (5,300)

- effects of RPGT exemption (Note 29) - (24,500)

(43,557) (2,512,580)

At end of the year 691,109 973,246

Presented after appropriate offsetting as follows:-Group

2008 2007

RM RM

Deferred tax asset (14,600) (261,600)

Deferred tax liability 705,709 1,234,846

691,109 973,246

The components of deferred tax (asset)/liability as at balance sheet date, prior to offsetting are as follows:-

Group

2008 2007RM RM

Tax effect of revaluation of leasehold land and buildings 876,709 920,266

Tax effect of the excess of property, plant and equipment's netbook value over its tax written down value 414,500 644,200

Tax effect of unrealised foreign currency exchange loss 10,300 -

Tax effect of allowance for doubtful debts (88,600) -

Tax effect of unabsorbed tax losses (211,400) (100,000)Tax effect of unused capital allowances (310,400) (491,220)

Net deferred tax liability 691,109 973,246

As at balance sheet date, the amount of deferred tax asset that has not been recognised in the balance sheet is as

follows:-

Group

2008 2007RM RM

Unutilised capital allowances 722,800 580,900

Unabsorbed tax losses 4,177,500 4,376,500

4,900,300 4,957,400

Deferred tax asset has not been recognised in respect of the above items as it is not probable that sufficient taxable profit will be available against which the items can be utilised.


ANNUAL REPORT 2008


30TH JUNE 2008

12. INVENTORIES

Inventories comprise of the following:-

Group

2008 2007

RM RM

At cost

Raw materials 5,760,451 4,058,838

Work-in-progress 1,986,589 2,006,147

Finished goods 26,528,301 23,283,697

34,275,341 29,348,682

At net realisable value

Finished goods 95,323 -

34,370,664 29,348,682

13. TRADE RECEIVABLES

Group

2008 2007

RM RM

Trade receivables 47,690,351 49,071,205

Less: Allowance for specific doubtful debts (5,667,338) (5,364,906)

42,023,013 43,706,299

Included in the balance is an aggregated amount of RM 719,730 (2007: RM 484,084) due from companies where certain

Directors have interest.

14. OTHER RECEIVABLESGroup Company

2008 2007 2008 2007RM RM RM RM

Analyse into:-

Non-trade receivables 482,375 630,430 - 5,167

Deposits 1,730,127 1,828,113 1,000 1,000

Prepayments 2,472,889 1,531,232 - -

4,685,391 3,989,775 1,000 6,167

Less: Allowance for specific doubtful debts (244,020) (244,020) - -

4,441,371 3,745,755 1,000 6,167

15. AMOUNT DUE FROM/(TO) SUBSIDIARY COMPANIES

Company

Amount due from/(to) subsidiary companies arose mainly from inter-company advances which bear no interest,

unsecured and no scheme of repayment has been arranged.

16. FIXED DEPOSITS

Group

2008 2007

RM RM

Fixed deposits with licensed commercial banks 474,164 26,822

The fixed deposits of RM 474,164 (2007: RM 26,822) of the subsidiary companies are pledged to licensed commercial

banks for credit facilities granted to the subsidiary companies.


ANNUAL REPORT 2008


30TH JUNE 2008

17. CASH AND CASH EQUIVALENTS

Cash and cash equivalents included in the cash flow statement comprise the following balance sheet amounts:-

Group Company2008 2007 2008 2007

RM RM RM RM

Cash and bank balances 8,388,448 4,698,721 147,435 138,933

Bank overdraft (16,886,399) (16,591,853) - -

(8,497,951) (11,893,132) 147,435 138,933

The bank overdraft is secured by way of:-

a) first party fixed charge over the Group's freehold land, buildings, investment properties and prepaid land leases.

b) fixed charge over assets of a subsidiary company.

c) joint and several guarantee by certain Directors of the Group.

d) legal charge over freehold land and buildings of certain Directors of the Group.

e) corporate guarantee by the Company.

The interest is charged at 1.5% to 2.0% above the bank's base lending rate. The effective interest rate is 8.38% (2007:

8.35%) per annum.

18. SHARE CAPITAL

Group & Company

2008 2007

RM RM

Authorised:-

Ordinary shares of RM1 each 50,000,000 50,000,000

Issued and fully paid:-

Ordinary shares of RM1 each 40,115,000 40,115,000

19. RESERVESGroup Company

2008 2007 2008 2007Non-distributable RM RM RM RM

Share premiumAt beginning/end of the year 1,626,071 1,626,071 1,626,071 1,626,071

Revaluation reserve (Note 29) 4,064,116 4,020,559 - -

Foreign exchange reserve

Exchange difference on translation of

oversea subsidiary companies 113,907 17,615 - -

5,804,094 5,664,245 1,626,071 1,626,071

Distributable

Unappropriated profits 1,120,448 2,811,538 1,633,793 1,602,628

6,924,542 8,475,783 3,259,864 3,228,699


ANNUAL REPORT 2008


30TH JUNE 2008

20. BORROWINGS

Group

2008 2007

Non-current RM RM

Secured

Term loans 1,069,165 1,559,259

Hire purchase creditors 119,130 26,540

1,188,295 1,585,799

Current

Secured

Bankers acceptances 16,138,211 12,687,204

Term loans 501,169 766,433

Hire purchase creditors 87,207 57,134

Letters of credit and trust receipts 74,141 -

16,800,728 13,510,771

Total borrowings 17,989,023 15,096,570

The short term borrowings (bankers acceptances, letters of credit and trust receipts) amounting to RM16,212,352

(2007: RM12,687,204) are secured by way of:-

a) first party fixed charge over the Group's freehold land, buildings, investment properties and prepaid land leases.

b) fixed charge over assets of a subsidiary company.

c) lien on fixed deposits of a subsidiary company as described in Note 16 of the Notes to the Financial Statements

d) joint and several guarantee by certain Directors of the Group.

e) legal charges over freehold land and buildings belonging to certain Directors of the Group.

f) corporate guarantee by the Company.

The bankers acceptance interest is charged at a range of 1.0% to 1.5% above the Bank Negara Malaysia’s funding rate

per annum and 5.12% per annum of the face value. The trust receipt is charged at 1.5% above the bank's base lending

rate per annum.

The term loan amounting to RM 1,570,334 (2007: RM 2,325,692) is secured by way of:-

a) term loan agreement and specific debenture on machinery and equipment financed.

b) first and second party legal charge over 4 units of commercial shop lots classified under investment properties.

c) corporate guarantee by the Company.

The term loan interest is charged at a range of 1.25% to 1.75% (2007: 1.25% to 1.75%) above the bank’s base lending

rate per annum.

Group

2008 2007

Repayment terms RM RM

Bank borrowings and loans

(excluding hire purchase)

- not later than 1 year 16,713,521 13,453,637

- later than 1 year and not later than 2 years 510,019 496,873

- later than 2 years and not later than 5 years 559,146 1,062,386

17,782,686 15,012,896


ANNUAL REPORT 2008


30TH JUNE 2008

20. BORROWINGS (cont’d)

Group

2008 2007

Finance lease and hire purchase liabilities RM RM

Minimum lease/instalment payments

- not later than 1 year 94,611 59,747


218,833 86,865

Future finance charges on finance lease/hire purchase (12,496) (3,191)

Present value of finance lease/hire purchase liabilities 206,337 83,674

Present value of finance lease/hire purchase

- not later than 1 year 87,207 57,134


206,337 83,674

21. TRADE PAYABLES

Included in the balance of the Group is an aggregated amount of RM 162,078 (2007: RM 358,069) due to companies

where certain Directors have interest.

22. OTHER PAYABLESGroup Company

2008 2007 2008 2007RM RM RM RM

Analyse into:-

Non-trade payables 12,954,750 18,558,584 7,181 -

Accruals 1,499,687 1,004,936 29,000 49,400

Deposit received 105,440 105,360 - -

14,559,877 19,668,880 36,181 49,400

23. AMOUNT DUE TO DIRECTORS

Group and Company

The amount due to Directors bear no interest, unsecured and no scheme of repayment has been arranged.

24. REVENUE RECOGNITIONGroup Company

2008 2007 2008 2007RM RM RM RM

Sales of textile and garment products 46,988,760 44,499,718 - -

Manufacturing and dyeing of fabric and related products 9,644,574 9,722,176 - -

Sales of chemical products 128,222,157 112,477,575 - -

Dividend income 160,000 150,000 160,000 150,000

Investment property income 120,000 120,000 - -

185,135,491 166,969,469 160,000 150,000

Less: Intra-group transactions (5,536,348) (4,679,560) - -

179,599,143 162,289,909 160,000 150,000


ANNUAL REPORT 2008


30TH JUNE 2008

25. FINANCE COSTS

Finance costs have been determined after charging the following:-

Group

2008 2007

RM RM

Bank guarantee interest 501,616 195,713

Bank overdraft interest 1,379,310 1,387,025

Hire purchase interest 4,844 8,206

Term loan interest 160,448 178,529

Trust receipt and banker acceptance interest 653,052 643,025

2,699,270 2,412,498

26. PROFIT/(LOSS) BEFORE TAXATION

Profit/(loss) before taxation for the financial year is arrived at and has been determined after charging/(crediting) amongst

other items the following:-Group Company

2008 2007 2008 2007RM RM RM RM

Allowance for specific doubtful debts 365,255 808,499 - -

Amortisation of prepaid lease payment (Note 7) 26,291 31,143 - -

Audit fees 62,697 62,145 8,000 7,000

Depreciation 1,959,256 2,716,432 - -

Directors' remuneration (Note 34)

- fees 19,000 35,000 19,000 35,000

- fees - over provision in prior year - (20,000) - (20,000)

- other emoluments 503,917 500,439 - -

Foreign currency exchange loss

- unrealised 51,284 - - -

Inventories written down 10,600 - - -

Land rental 4,800 4,800 - -

Lease rental 233,754 289,859 - -

Loss on disposal of investment 1,400 - - -

Property, plant and equipment written off 53,700 65,824 - -

Rental of booths 70,831 32,928 - -

Rental of equipment 32,955 11,200 - -

Rental of hostel 143,591 141,969 - -

Rental of premises 2,984,801 3,030,419 - -

Rental of forklift 1,200 - - -

Allowance for specific doubtful debts no longer required (62,823) (3,196) - -

Dividend income - - (160,000) (150,000)

Fair value adjustment (Note 8) (182,247) - - -

Foreign currency exchange (gain)/loss - realised (169,722) 329 - -

(Gain)/loss on disposal of property, plant and equipment (604,474) 11,537 - -

General allowance for doubtful debts no longer required - (45,000) - -

Interest income (108,273) (1,638) - -

Rental income (576,000) (595,000) - -

Staff training grant1 (24,814) - - -

1 Staff training grant of RM 28,814 was received in relation to staff training and is recognised as income in the period in

which the training expenditure is being incurred by the Group. There are no unfulfilled conditions or contingencies

attaching to this grant.

The estimated monetary value of benefits provided to the Directors of the Group during the financial year by way of usage

of the Group’s assets amounted to RM 44,683 (2007: RM 51,425).


ANNUAL REPORT 2008


30TH JUNE 2008

27. TAXATIONGroup Company

2008 2007 2008 2007RM RM RM RM

Current year tax expenses

- Malaysian income tax 64,200 163,875 34,300 38,475

- Foreign tax 475,318 207,703 - -

Deferred taxation (Note 11) (241,580) 227,800 - -

297,938 599,378 34,300 38,475

(Over)/under provision in prior years:

Tax expenses

- Malaysian income tax (109,683) (24,245) (7,311) 692

Deferred taxation (Note 11) 3,000 (2,400) - -

(106,683) (26,645) (7,311) 692

191,255 572,733 26,989 39,167

The current year tax expense of the Company is in respect of dividend income from investments whereas the Group's

current year tax is in respect of the normal business trading of the subsidiary companies.

Income tax of the Malaysian subsidiary companies is calculated at the rate of 20% on the first RM 500,000 of the

estimated taxable profit and 26% (2007: 27%) on the estimated taxable profit in excess of RM 500,000. Taxation for other

jurisdictions is calculated at the rates prevailing in the respective jurisdictions.

There is no current year tax expense for Hong Kong operations as its income was derived outside of Hong Kong.

China enterprise income tax has been provided in the financial statements at 15% on the profit for the first half year and

25% (2007: 15%) on the profit for the second half year.

A reconciliation of average effective tax rate applicable to profit/(loss) before taxation to effective statutory tax rate is as

follows:-Group Company

2008 2007 2008 2007RM RM RM RM

Profit/(loss) before taxation 157,206 (2,563,289) 58,154 63,399

% % % %

Average effective tax rate for the year 121.7 (22.3) 46.4 61.8

Effect of different tax rate in foreign subsidiary companies 45.2 (2.7) - -

Tax effect of expenses not deductible for tax purpose (179.6) 14.0 (33.0) (33.7)

Tax effect of income not subject to tax 61.7 (0.4) - -

Deferred tax asset not recognised 60.0 41.6 - -

Reversal of deferred tax asset (156.5) (8.6) - -

Over/(under) provision in prior year 67.9 (1.1) 12.6 (1.1)

Effective statutory tax rate for the year 20.4 20.5 26.0 27.0

Based on the estimated tax credit available, which is subject to the agreement of the Inland Revenue Board, the Company

has sufficient tax credit under Section 108 of the Income Tax Act, 1967 to frank the payment of net dividends out of its

entire unappropriated profits as at 30th June 2008 without incurring any additional tax liability.


ANNUAL REPORT 2008


30TH JUNE 2008

28. EARNINGS PER SHARE

The basic earnings per share is based on the profit attributable to equity holders of the Company divided by the

weighted average number of ordinary shares in issue during the financial year.

Group

2008 2007

RM RM

Loss attributable to equity holders of the Company (1,691,090) (3,842,118)

Ordinary shares of RM 1.00 each 40,115,000 40,115,000

Basic loss per share (sen) (4.2) (9.6)

29. REVALUATION RESERVE

Group

2008 2007

RM RM

Revaluation surplus 4,940,825 6,188,738

Effects on adopting FRS 140 - (1,217,061)

4,940,825 4,971,677

Less: Disposal of revalued property, plant and equipment - (30,852)

4,940,825 4,940,825

Less:

Deferred tax arising on revaluation surplus 920,266 1,130,590

Effects of adopting FRS 140 (Note 11) - (110,744)

Transfer from deferred tax (Note 11) (43,557) (69,780)

Realisation of revaluation reserve upon disposal (Note 11) - (5,300)

Effects of RPGT exemption* - (24,500)

876,709 920,266

4,064,116 4,020,559

Revaluation reserves arised from revaluation surplus on freehold land, buildings, prepaid land leases and investment

properties which were revalued based on opinion of value expressed by an independent firm of external professional

valuers, JS Valuers Property Consultant (Johore) Sdn. Bhd., using generally open market value basis in May 2006.

* All provisions of Real Property Gains Tax (RPGT) Act, 1976 in respect of any disposal of chargeable assets after 31st

March 2007 was exempted.

30. PURCHASE OF PROPERTY, PLANT AND EQUIPMENT

During the financial year, the Group acquired property, plant and equipment as follows:-

Group

2008 2007

RM RM

Cash payment 775,726 724,712

Hire purchase financing 195,000 -

Term loan financing - 1,075,452

970,726 1,800,164


ANNUAL REPORT 2008


30TH JUNE 2008

31. INVESTMENT IN SUBSIDIARY AND SUB-SUBSIDIARY COMPANIES

Group Company2008 2007 2008 2007

RM RM RM RM

Proceeds from issuance of shares by a

subsidiary to minority shareholders - 856,900 - -

In the previous financial year, the Group received proceeds from issuance of shares as follows:-

a) allotment of 600,000 ordinary shares of RM 1.00 each at par for cash by a subsidiary to the minority shareholders

which is equivalent to RM 600,000.

b) allotment of 544,215 ordinary shares of HK$ 1.00 each at par for cash by a sub-subsidiary to the minority

shareholders which is equivalent to approximately RM 256,900.

32. EMPLOYEE BENEFITS

Equity Compensation Benefits

The Employees' Share Option Scheme ("ESOS") has expired on 11th March 2007 and accordingly all options offered has

lapsed, and all rights and entitlements granted thereon has been cancelled and become null and void.

The movements in the number of options to subscribe for new ordinary shares of RM 1.00 each of the ESOS are as

follows:

2007

Number of YTB Share Options

Option price per ordinary share of RM 1.00 each (adjusted) RM1.89 RM1.15 Total

At 1st July 2006 3,512,000 9,000 3,521,000

Granted/exercised during the year - - -

Lapsed during the year (3,512,000) (9,000) (3,521,000)

At 30th June 2007 - - -

The options granted did not confer any right to participate in any share issue of any other company.

The following were the offer of options made under the Employees’ Share Option Scheme (“ESOS”) to subscribe for

Company's ordinary shares of RM 1.00 each :-

Offer Date Option Price

12th March 2002 RM 1.89

4th September 2003 RM 1.15

The main features of the ESOS were as follows:-

a) The eligibility for participation in the ESOS was at the discretion of the ESOS Committee. It was open to any eligible

employee, with at least one (1) year continuous service in the Company and certain of its subsidiary companies;

b) The total number of shares to be offered under the ESOS and in respect of which options may be granted, should

not exceed 10% of the total issued and paid-up share capital of the Company at any point in time during the

duration of the ESOS;

c) The number of shares that may be offered and allotted to eligible employees under the ESOS was determined at the

discretion of the ESOS Committee subject to no individual eligible employee receiving more than 10% of the shares

available under the ESOS and no option be granted for less than 1,000 shares;

d) The option exercise price for each ordinary share of RM 1.00 each should be at a discount of not more than ten

percent of the five (5)-day weighted average market price of the shares shown in the daily official list issued by the

Bursa Malaysia Securities Berhad at the time the option was granted or the par value of the shares of RM 1.00,

whichever was the higher;


ANNUAL REPORT 2008


30TH JUNE 2008

32. EMPLOYEE BENEFITS (cont’d)

e) The number of outstanding options to subscribe for shares or the option price or both may be adjusted following any

issue of additional shares by way of rights issues, bonus issues or other capitalisation issue carried out by the

Company while an option remains unexercised; and

f) The options was capable of being exercised four (4) times per annum at such period or periods of time as the ESOS

Committee may in its discretion allow but not later than the expiry date of the ESOS of 11th March 2007.

33. HOLDING COMPANY

The holding company is Liew Fat Lin Holdings Sdn. Bhd., a private limited company incorporated in Malaysia.

34. DIRECTORS' REMUNERATIONGroup Company

2008 2007 2008 2007RM RM RM RM

Directors of the Company

Executive:-

Salaries and other emoluments (Notes 26 and 38) 290,023 290,023 - -

Benefit-in-kind 34,183 36,125 - -

324,206 326,148 - -

Non-executive (Note 26):-

- fees 19,000 35,000 19,000 35,000


19,000 15,000 19,000 15,000

Other Directors

Executive:-

Salaries and other emoluments (Notes 26 and 38) 213,894 210,416 - -

Benefit-in-kind 10,500 15,300 - -

224,394 225,716 - -

Total 567,600 566,864 19,000 15,000

Analysis excluding benefit-in-kind

Total executive Directors' remuneration excluding

benefitin-kind (Notes 26 and 38) 503,917 500,439 - -

Total non-executive Directors' remuneration (Note 26)

- fees 19,000 35,000 19,000 35,000


522,917 515,439 19,000 15,000

The number of Directors of the Group whose total remuneration during the financial year fall within the following bands

are as follows:-Number of Directors2008 2007

Executive Directors

Below RM 50,000 2 2

RM 50,001 - RM 100,000 2 2

RM 100,001 - RM 150,000 - -

RM 150,001 - RM 200,000 - -

RM 200,001 - RM 250,000 1 1

Non-executive Directors

Below RM 50,000 2 2

Executive Directors of the Company do not receive any remuneration from the Company during the financial year.


ANNUAL REPORT 2008


30TH JUNE 2008

35. SIGNIFICANT RELATED PARTY TRANSACTIONSGroup Company

2008 2007 2008 2007RM RM RM RM

Directors’ remuneration (Notes 26 and 34)

- fees 19,000 35,000 19,000 35,000


- other emoluments 503,917 500,439 - -

Gross dividend receivable from subsidiary companies - - 160,000 150,000

Sales to companies where certain Directors have interest 1,387,773 650,000 - -

Purchases from companies where certain Directors

have interest 786,977 390,696 - -

Rental paid to companies where certain Directors

have interest 62,400 62,400 - -

The Directors of the Group/Company are of the opinion that related party transactions are in the normal course of

business and have been established on terms and conditions that are not materially different from that obtainable in trans

actions with unrelated parties.

36. SEGMENT INFORMATION

a) Business Segments

The Group is basically engaged in the following business segments:-

i) Retailing and trading of textile and garment products

ii) Manufacturing of garments

iii) Manufacturing and dyeing of fabric and related products

iv) Property development and investment holding

v) Trading of chemical products

Inter-segment pricing is determined based on negotiated prices in the normal course of business. The Directors of the

Company are of the opinion that all inter-segment transactions have been entered into in the normal course of business

and have been established on terms and conditions that are not materially different from that obtainable in transactions

with unrelated parties.

36.

SE

GM

EN

T IN

FO

RM

AT

ION

(co

nt’

d)

Ret

ailin

g a

nd

Man

ufa

ctu

rin

gP

rop

erty

trad

ing

of

and

dye

ing

of

Trad

ing

of

dev

elo

pm

ent

text

ile a

nd

Man

ufa

ctu

rin

gfa

bri

cs a

nd

rel

ated

chem

ical

and

inve

stm

ent

gar

men

t p

rod

uct

so

f g

arm

ents

pro

du

cts

pro

du

cts

ho

ldin

gE

limin

atio

nTo

tal

2008

RM

RM

RM

RM

RM

RM

RM

Rev

enu

eE

xter

nal s

ales

30

,151

,576

11

,799

,231

9,42

6,17

9 12

8,22

2,15

7-

-17

9,59

9,14

3In

ter

seg

men

t sal

es

4,66

9,37

5 36

8,57

8 21

8,39

5 -

280,

000

(5,5

36,3

48)

-

Tota

l seg

men

t rev

enue

34

,820

,951

12

,167

,809

9,

644,

574

128,

222,

157

280,

000

(5,5

36,3

48)

179,

599,

143

Res

ult

sS

egm

ent r

esul

ts

1,24

5,33

7(2

,783

,158

)(3

61,5

01)

3,70

3,91

8 92

6,32

012

5,56

0 2,

856,

476

Fina

nce

cost

(2

,699

,270

)In

com

e ta

x (1

91,2

55)

Net

loss

for

the

year

(3

4,04

9)

Oth

er in

form

atio

nS

egm

ent a

sset

s 59

,875

,939

11

,332

,628

17

,109

,694

21

,919

,154

14

,218

,852

12

4,45

6,26

7U

nallo

cate

d c

orp

orat

ed a

sset

s 1,

074,

093

Con

solid

ated

tota

l ass

ets

125,

530,

360

Seg

men

t lia

bili

ties

6,90

4,82

42,

324,

656

1,65

5,75

9 14

,855

,396

1,

095,

985

26,8

36,6

20U

nallo

cate

d c

orp

orat

e lia

bili

ties

47,9

95,6

43

Con

solid

ated

tota

l lia

bili

ties

74,8

32,2

63

Cap

ital e

xpen

ditu

re78

0,03

8 15

6,21

8 29

,534

4,

936

- 97

0,72

6D

epre

ciat

ion

916,

588

192,

577

842,

015

8,07

6-

1,95

9,25

6


ANNUAL REPORT 2008


30TH JUNE 2008


ANNUAL REPORT 2008


30TH JUNE 2008

36.

SE

GM

EN

T IN

FO

RM

AT

ION

(co

nt’

d)

Ret

ailin

g a

nd

Man

ufa

ctu

rin

gP

rop

erty

trad

ing

of

and

dye

ing

of

Trad

ing

of

dev

elo

pm

ent

text

ile a

nd

Man

ufa

ctu

rin

gfa

bri

cs a

nd

rel

ated

chem

ical

and

inve

stm

ent

gar

men

t p

rod

uct

so

f g

arm

ents

pro

du

cts

pro

du

cts

ho

ldin

gE

limin

atio

nTo

tal

2007

RM

RM

RM

RM

RM

RM

RM

Rev

enu

eE

xter

nal s

ales

30

,790

,022

9,

515,

235

9,50

7,07

7 11

2,47

7,57

5 -

- 16

2,28

9,90

9In

ter

seg

men

t sal

es

4,08

4,37

6 11

0,08

5 21

5,09

9 -

270,

000

(4,6

79,5

60)

-

Tota

l seg

men

t rev

enue

34

,874

,398

9,

625,

320

9,72

2,17

6 11

2,47

7,57

5 27

0,00

0 (4

,679

,560

) 16

2,28

9,90

9

Res

ult

sS

egm

ent r

esul

ts

1,49

2,86

5 (3

,124

,160

) (6

25,0

69)

1,55

4,84

9 76

1,33

6 (2

10,6

12)

(150

,791

)Fi

nanc

e co

st

(2,4

12,4

98)

Inco

me

tax

(572

,733

)

Net

loss

for

the

year

(3

,136

,022

)

Oth

er in

form

atio

nS

egm

ent a

sset

s 56

,873

,110

10

,115

,010

17

,375

,464

19

,262

,733

14

,035

,763

11

7,66

2,08

0U

nallo

cate

d c

orp

orat

ed a

sset

s 1,

070,

609

Con

solid

ated

tota

l ass

ets

118,

732,

689

Seg

men

t lia

bili

ties

3,59

5,16

7 1,

332,

322

1,33

9,23

5 16

,785

,447

54

6,83

7 23

,599

,008

Una

lloca

ted

cor

por

ate

liab

ilitie

s 44

,690

,421

Con

solid

ated

tota

l lia

bili

ties

68,2

89,4

29

Cap

ital e

xpen

ditu

re32

5,87

9 59

,568

1,

400,

865

13,8

52

- 1,

800,

164

Dep

reci

atio

n 91

1,71

866

7,82

0 1,

123,

780

13,1

14

- 2,

716,

432


ANNUAL REPORT 2008


30TH JUNE 2008

36. SEGMENT INFORMATION (cont’d)

b) Geographical segments

The Group business segments are mainly managed in three geographical areas. Majority of the business activities

are carried out in Malaysia, its home country and in China. The Group also export finished goods of manufactured

garments to Europe. The garments and textile manufacturing activities are conducted in Malaysia, whereas the

trading of chemical products are conducted in China.

Total revenue fromexternal customers Segment assets Capital expenditure

2008 2007 2008 2007 2008 2007RM RM RM RM RM RM

Malaysia 39,693,202 41,020,039 99,781,097 95,996,955 965,790 1,786,312

China/Hong Kong 128,222,157 112,477,575 22,454,100 20,246,896 4,936 13,852

Europe 11,683,784 8,792,295 2,221,070 1,418,229 - -

Consolidated 179,599,143 162,289,909 124,456,267 117,662,080 970,726 1,800,164

37. CONTINGENT LIABILITIES

Group

A subsidiary company of the Group has a litigation for a claim of RM 922,000 with interest for amongst others, arising from

the alleged loss of rental income by Pujian Development Sdn. Bhd. The solicitors of the subsidiary company has filed a

Statement of Defence against the claim. No provision has been made in the subsidiary company's or the Group's

financial statements in respect of claim by Pujian Development Sdn. Bhd. as the Directors are of opinion that it is not

probable that the liability will crystalise.

Company

2008 2007

RM RM

Company

Corporate guarantee given for credit facilities granted to subsidiary companies:-

- Yong Tai Brothers Trading Sdn. Bhd. 21,286,046 21,791,046

- Golden Vertex Sdn. Bhd. 8,700,000 8,700,000

- Syarikat Koon Fuat Industries Sdn. Bhd. 15,140,000 12,540,000

- Shanghai Sino-Malaysian International Trading Co. Ltd. 16,700,000 11,400,000

- The Image Outlet Sdn. Bhd. 2,500,000 2,500,000

64,326,046 56,931,046

38. EMPLOYEES INFORMATION

Group

2008 2007

RM RM

Directors' other emoluments (Note 26 and 34) 503,917 500,439

EPF 794,021 757,318

Salaries, wages, bonus and allowance 10,231,004 9,992,995

SOCSO 114,565 111,796

Other personnel cost 628,919 296,423

12,272,426 11,658,971

The total number of employees of the Group (including the Directors) as at the end of the financial year were 602 (2007:

611).

There were no employees (other than the Directors) for the Company as at the end of the financial year.


ANNUAL REPORT 2008


30TH JUNE 2008

39. SIGNIFICANT EVENT SUBSEQUENT TO BALANCE SHEET DATE

On 15th July 2008, the Company acquired 100 per cent equity interest, comprising 2 fully paid-up ordinary shares of RM 1.00 each of Phoenix Step Sdn. Bhd. ("PSSB") for a cash consideration of RM 2.00. Upon the acquisition, "PSSB" became a wholly-owned subsidiary of the Company.

40. CAPITAL COMMITMENTSGroup

2008 2007RM RM

Approved and contracted for 1,345,000 -

41. OPERATING LEASE COMMITMENTS

At balance sheet date, the Group has future aggregate minimum lease payments under non-cancellable operating leases as follows:-

Group2008 2007

RM RM

Within one year 95,457 93,985Later than 1 year, not more than 5 years 31,819 125,313

127,276 219,298

42. FINANCIAL INSTRUMENTS

Receivables

The Group's normal trade credit terms ranges from 60 to 90 days. The Group has no significant concentration of credit risk that may arise from exposure to a single debtor or to groups of debtors.

Credit risk

The maximum credit risks associated with recognised financial assets are the carrying amounts shown in the balance sheet.

Payables

The normal trade credit term granted to the Group ranges from 30 to 90 days.

Interest rate risk

The Group is exposed to interest rate risk in respect of its bank deposits, bank overdraft and borrowings which will fluctuate as a result of changes in market interest rates. The Group actively reviews its debt portfolio, taking into account the investment holding period and nature of its assets. As the Group has no significant interest-bearing financial assets the Group's income and operating cash flows are substantially independent of changes in market interest rates. The Group is expose to interest rate risk in respect of bank overdraft and borrowings which will fluctuate as a result of changes in market interest rates. The Group manages its interest rates exposure by maintaining a mix of fixed and floating rate borrowings. This strategy allows it to capitalise on cheaper funding in a low interest rate environment and achieve a certain level of protection against rate hikes.

The maturity date and weighted average effective interest rate of the instruments at year end are as follows:-

2008 2007Effective Effective

Maturity interest rates Maturity interest ratesmonths % months %

Fixed deposit 12 3.73 12 3.73Bank overdraft * 8.38 * 8.38

Bank borrowingsBanker acceptances 4 4.82 4 5.12Hire purchase 9-33 4.71 2-28 5.46Term loan 1-40 8.13 12-45 8.14Trust receipts 4 8.25 - -

* Subject to the lending bank's periodic review


ANNUAL REPORT 2008


30TH JUNE 2008

42. FINANCIAL INSTRUMENTS (cont’d)

Liquidity risk

The Group actively manages its debt maturity profile, operating cash flows and the availability of funding so as to ensurethat all refinancing, repayment and funding needs are met. As part of its overall prudent liquidity management, the Group

maintains sufficient levels of cash to meet its working capital requirements.

In addition, the Group’s objective is to maintain a balance of funding and flexibility through the use of credit facilities, short

and long term borrowings and a flexible cost effective borrowing structure. Short-term flexibility is achieved through credit facilities and short-term borrowings. This is to ensure that at the minimum, all projected net borrowing needs arecovered by committed facilities. Also, the objective for debt maturity is to ensure that the amount of debt maturing in any

one year is not beyond the Group’s means to repay and refinance.

Foreign exchange risk

The Group operates internationally and is exposed to various currencies, as indicated in Note 2(s). Foreign exchange exposure in transactional currency other than functional currency of the Group is kept to an acceptable level.

The Group is exposed to transactional currency risk primarily through sales and purchases that are denominated in a currency other than the functional currency of the operations to which they relate. The currencies giving rise to this risk

are primarily Hong Kong Dollar (HKD), China Renminbi (RMB), United States Dollar (USD), Euro and Singapore Dollar (SGD). Foreign exchange exposure in transactional currencies are kept to an acceptable level. Material foreign currency transaction exposures are hedged with forward foreign exchange contracts.

The net financial assets/(liabilities) of the Group that are not denominated in their functional currencies are as follows:-

Group

2008 2007

RM RM

Non-functional currencies:

USD 2,054,725 2,334,887

Euro 142,129 1,432,425

SGD (37,315) (26,313)

HKD 57,828 (155,644)

RMB 5,548,584 4,670,673

7,765,951 8,256,028

Fair values of financial instruments

The carrying amounts and estimated fair values of the financial instruments of the Group and Company at the balance sheet date are as follows:-

Group CompanyCarrying Carrying

2008 amount Fair value amount Fair valueRM RM RM RM

Financial assets

Trade and other receivables 43,735,628 43,735,628 1,000 1,000

Amount due from subsidiary company - - 5,828,018 5,828,018

Deposits, cash and bank balances 8,862,612 8,862,612 147,435 147,435

Financial liabilities

Trade and other payables 15,584,149 15,584,149 36,181 36,181

Amount due to Directors 12,213,082 12,213,082 - -

Amount due to subsidiary company - - 458,456 458,456

Bank overdraft 16,886,399 16,886,399 - -

Borrowings 17,989,023 17,989,023 - -

Corporate guarantee - - 64,326,046 64,326,046

42. FINANCIAL INSTRUMENTS (cont’d)

Fair values of financial instruments (cont’d)Group Company

Carrying Carrying2007 amount Fair value amount Fair value

RM RM RM RM

Financial assets

Trade and other receivables 45,648,617 45,648,617 6,167 6,167

Amount due from subsidiary company - - 6,028,018 6,028,018

Investment in quoted shares 3,600 2,130 - -

Deposits, cash and bank balances 4,725,543 4,725,543 138,933 138,933

Financial liabilities

Trade and other payables 18,208,307 18,208,307 49,400 49,400

Amount due to Directors 11,701,813 11,701,813 - -

Bank overdraft 16,591,853 16,591,853 - -

Borrowings 15,096,570 15,096,570 - -

Corporate guarantee - - 56,931,046 56,931,046

There is no fair value for financial instruments not recognised in the balance sheet that is required to be disclosed.

The following methods and assumptions are used to estimate the fair value of each class of financial instruments:-

a) Deposits, cash and bank balances

The carrying amount of deposits, cash and bank balances approximates fair value due to the relatively short term

maturity of these instruments.

b) Trade and other receivables and payables

The historical cost carrying amount of trade receivables and payables subject to normal trade credit terms

approximates fair value.

The carrying amounts of other receivables and payables are reasonable estimates of fair value because of their short

maturity.

c) Borrowings and bank overdrafts

The carrying amount of short term borrowings approximates fair value due to the short period to maturity of those

instruments. The fair value of borrowings is estimated by discounting the expected future cash flows using the

current interest rates for liabilities with the similar risk profiles

d) Hire purchase creditors

The carrying amount of short term hire purchase creditors approximated fair value because of the short period to

maturity of those instruments. The fair value of long term hire purchase creditors is estimated based on the current

rates available for hire purchase creditors with the similar maturity profile.

43. COMPARATIVE FIGURES

The following comparative figures have been reclassified to conform with current year's classification for a better understanding of the financial statements:-

Aspreviously

Group stated Reclassification As restatedRM RM RM

For the financial year ended 30th June 2007

Income Statement

Sales and distribution expenses 7,944,016 614,852 8,558,868

Administrative expenses 5,684,257 (701,525) 4,982,732

Other operating expenses 2,780,089 86,673 2,866,762


ANNUAL REPORT 2008


30TH JUNE 2008

Authorised Share Capital : RM50,000,000.00

Issued & Fully Paid-up Share Capital : RM40,115,000.00

Class of Shares : Ordinary Shares of RM1.00 each

No. of Shareholders : 1,865

Voting Right : One vote for each Ordinary Share

ANALYSIS BY SIZE OF SHAREHOLDINGS AS AT 5 NOVEMBER 2008

Size of Holdings No. of Holders No. of Shares Percentage

Less than 100 4 77 0.00

100 - 1,000 580 564,166 1.41

1,001 - 10,000 1,009 4,403,375 10.98

10,001 - 100,000 243 6,863,582 17.11

100,001 to less than 5% of issued shares 28 8,192,071 20.42

5% and above of issued shares 1 20,091,729 50.08

Total 1,865 40,115,000 100.00

LIST OF THIRTY LARGEST SHAREHOLDERS AS AT 5 NOVEMBER 2008

Name Shareholdings %

1. Liew Fat Lin Holding Sdn Bhd 20,091,729 50.09

2. Teo Khay Sin 965,000 2.41

3. Lim Soong Leng 828,800 2.07

4. Tan Kim Heng 791,000 1.97

5. Chin Wah Yin 500,000 1.25

6. Wong Sim Peng 469,400 1.17

7. Liao Sey Chang 452,100 1.13

8. Ong Tek Chan 442,700 1.10

9. Liew Fah Chin 307,007 0.77

10. Yen Mee Foong 287,000 0.72

11. Goh Thiam Hwa 283,000 0.71

12. Hock Pin @ Siow Hock 255,800 0.64

13. Liew Huat Kwang 230,520 0.57

14. Citigroup Nominees (Tempatan) Sdn Bhd

Pledged Securities Account For Siow Wong Yen

@ Siow Kwang Hwa 214,300 0.53

15. Hor Yim Peng 202,000 0.50

16. Mayban Nominees (Tempatan) Sdn Bhd

Pledged Securities Account For Chang Poh Fook 185,700 0.46

17. M.I.T Nominees (Tempatan) Sdn Bhd

Pledged Securities Account For Ng Weng Woy @ Ng Wing Wai 176,000 0.44

18. Chan Yin Chee 168,800 0.42

19. AMSEC Nominees (Tempatan) Sdn Bhd

Pledged Securities Account For Lim Soong Leng 161,900 0.40

20. Lee Keh Hong @ Lee Ah Meng 159,000 0.40

21. Liow Kwee Woon 140,800 0.35

22. AMSEC Nominees (Tempatan) Sdn Bhd

Pledged Securities Account For Tan Seng Chee 137,500 0.34

23. Chan Teck Thiam 137,500 0.34

24. Othman Bin Merican 128,000 0.32

25. Wong Fat Seng @ Liew Fat Seng 118,744 0.30

26. Teo Chin Leng 118,000 0.29

27. Ong Kek Siong 113,400 0.28

28. Liao Sey Pyng 111,100 0.28

29. Lim Kim Chan 110,000 0.27

30. Mayban Nominees (Tempatan) Sdn Bhd

Pledged Securities Account For Chong Yek Cheng 100,000 0.25

ANALYSIS OF SHAREHOLDINGS

ANNUAL REPORT 2008


AS AT 5 NOVEMBER 2008

SUBSTANTIAL SHAREHOLDERS AS AT 5 NOVEMBER 2008

Name of Shareholders Direct Interest Indirect Interest

No. % No. %

1. Liew Fat Lin Holding Sdn. Bhd. 20,091,729 50.09 - -

2. Wong Liew Lin @ Liew Fat Lin 50,522 0.13 20,091,729* 50.09

3. Wong Mee Yow Cheen @ Liew Mee Yow Cheen 74,744 0.19 20,091,729*

14,000+ 50.12

4. Wong Fat Seng @ Liew Fat Seng 118,744 0.30 20,091,729*

11,000= 50.11

5. Liew Fah Chin 307,007 0.77 20,091,729*

24,000^ 50.15

6. Liew Huat Kwang 230,520 0.57 20,091,729*

57,000# 50.23

* Deemed interested by virtue of their shareholdings in Liew Fat Lin Holding Sdn. Bhd.

+ Deemed interested by virtue of his spouse, Tan Yoke Eng's direct shareholding

= Deemed interested by virtue of his spouse, Yer Siew Wan's direct shareholding

^ Deemed interested by virtue of his spouse, Tan Sew Kim's direct shareholding

# Deemed interested by virtue of his spouse, Pang Saw Ken's direct shareholding

DIRECTORS' SHAREHOLDINGS AS AT 5 NOVEMBER 2008

Name Direct Interest Indirect Interest

No. % No. %

1. Datuk Hj. Amil @ Amir Bin Junus - - - -

2. Wong Liew Lin @ Liew Fat Lin 50,522 0.13 20,091,729* 50.09

3. Wong Mee Yow Cheen @ Liew Mee Yow Cheen 74,744 0.19 20,091,729*

14,000+ 50.12

4. Tai Shzee Yuan 28,001 0.07 - -

5. Liew Huat Kwang 230,520 0.57 20,091,729*

57,000# 50.23

6. Tan Kau Ngee @ Tan Seong Tin 48,000 0.12 - -

7. Loi Kim Fah - - - -

* Deemed interested by virtue of their shareholdings in Liew Fat Lin Holding Sdn. Bhd.

+ Deemed interested by virtue of his spouse, Tan Yoke Eng's direct shareholding

# Deemed interested by virtue of his spouse, Pang Saw Ken's direct shareholding

ANALYSIS OF SHAREHOLDING

ANNUAL REPORT 2008


LOCATION DESCRIPTION LAND AREA / TENURE AGE OF NET BOOK DATE OF

(BUILD UP BUILDING VALUE VALUATION

AREA) (Approximate) (RM'000)

No. 44, 45, 46 & 47, 4 units of 818.25 Sq.m. / Freehold 30 years 3,900# 22 May 2006

Jalan Abu Bakar 4-storey (3103.85 Sq.m.)

83000 Batu Pahat shophouse

Johor

LG14 & LG15 2 units of N/A / Freehold 26 years 6,106 20 March 2006

Holiday Plaza commercial (192.1 Sq.m.)

Jalan Dato' Sulaiman shopping lot

80000 Johor Bahru

No. 76, Jalan Rugayah A single storey 695.54 Sq.m. / Freehold 19 years 2,132 10 May 2006

83000 Batu Pahat shop building (586.57 Sq.m.)

Johor

Lot 17, Block B 2-storey 278.7 Sq.m. / Leasehold 28 years 1,100# 17 March 2006

Bandar Sabindo shophouse (557.4 Sq.m.) - 99 years

TL 107521479, Tawau expiring on

Sabah year 2070

No. 1.03, 1.04 & 1.05 3 units of N/A / Freehold 26 years 3,750# 17 March 2006

Kota Raya Complex commercial (230.85 Sq.m.)

Jalan Cheng Lock shopping lot

50000 Kuala Lumpur

A34, A35, A48B & A50 4 units of N/A / Leasehold 18 years 2,383# 02 May 2008

Centre Point Sabah commercial (183.3 Sq.m.) - 99 years

88000 Kota Kinabalu shopping lot expiring on

Sabah year 2082

No.3, Jalan Kapal 3-storey factory 4805.6 Sq.m. / Leasehold 18 years 1,971 22 May 2006

Tongkang Pecah Ind. building cum (4566.57 Sq.m.) - 60 years

Estate office expiring on

83010 Tongkang Pecah 21.10.2041

Batu Pahat, Johor

No.2, Jalan Kapal Single storey 2223.4 Sq.m. / Leasehold 21 years 893 22 May 2006

Tongkang Pecah Ind. factory building (1694.5 Sq.m.) - 60 years

Estate cum office expiring on

83010 Batu Pahat 22.10.2039

Johor

No. 18, Jalan Kilang 1 unit of 4-storey 3 arces / Freehold 11-17 years 7,052 23 May 2006

Tongkang Pecah Ind factory building (10,454.22 Sq.m.)

Estate cum office &

83010 Batu Pahat 4 units of

Johor single storey

factory building

# Investment Properties stated at fair value.

LIST OF PROPERTIES AS AT 30 JUNE 2008

ANNUAL REPORT 2008


The Articles of Association of Yong Tai Berhad are proposed to be amended in the following manner, in compliance with the

amendments to the Listing Requirements of Bursa Malaysia Securities Berhad:-

1. General amendments

i. That all references to “Central Depository” throughout the Articles of Association be changed to “Depository”.

ii. That all references to “Stock Exchange” throughout the Articles of Association be changed to “Exchange”.

2. Specific amendments to the following Articles:

Article Existing Articles Amended Articles

No.

2

APPENDIX I - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

ANNUAL REPORT 2008


Words

Approved

Market Place

Central

Depository

Central

Depositories

Act

Depositor

Deposited

Security

None

The Exchange

Market Day

Member

Record of

Depositors

Meanings

A stock exchange which is specified

to be an approved market place in

the Securities Industry (Central

Depositories) (Exemption) (No. 2)

Order 1998.

Malaysian Central Depository Sdn.

Bhd.

The Securities Industry (Central

Depositories) Act 1991.

A holder of Securities Account.

A security standing to the credit of a

Securities Account and includes

securities in a Securities Account

that is in suspense.

None

The Kuala Lumpur Stock Exchange.

Any day between Monday and

Friday which is not a holiday for the

Exchange.

Any person for the time being

holding Shares in the Company and

whose name appears in the Register

of Members (except Malaysian

Central Depository Nominees Sdn.

Bhd.) including a depositor whose

name appears on the Record of

Depositors

A record provided by the Central

Depository to the Company under

Chapter 24.0 of the Rules of the

Central Depository.

Words

Deleted

Depository

Central

Depositories

Act

Depositor

Deposited

Security

Listing

Requirements

The Exchange

Market Day

Member

Record of

Depositors

Meanings

Deleted

Bursa Malaysia Depository Sdn.

Bhd. (165570-W).

The Securities Industry (Central

Depositories) Act 1991 or any

s t a t u t o ry modification, amendment

or re-enactment thereof from time to

time in force.

A holder of a Securities Account

established by the Depository.

Shall have the meaning given in

Section 2 of the Central Depositories

Act.

The Listing Requirements of the

Exchange including any amendment

thereto that may be made from time

to time.

Bursa Malaysia Securities Berh a d

(635998-W).

A day on which the stock market of

the Exchange is open for trading in

securities.

Includes a depositor who shall be

treated as if he was a member pur-

suant to Section 35 of the Central

Depositories Act but excludes the

Depository in its capacity as a bare

trustee.

A record provided by the Depository

to the Company under Chapter 24 of

the Rules of the Depository.



No.

5

6


ANNUAL REPORT 2008


Rules

Securities

Account

The Rules of the Central Depository.

An account established by a central

depository for a depositor for the

re c o rding of deposit of securities

and for dealing in such securities by

the depositor.

Rules

Securities

Account

The Rules of the Depository as

defined under Section 2 of the

Central Depositories Act.

An account established by the

Depository for a Depositor for the

re c o rding of deposit of securities

and for dealing in such securities by

the Depositor.

Shares to be under Control of Director

Without prejudice to any special rights previously

conferred on the holders of any existing Shares or

class of Shares, and subject to the provisions of these

Articles and the Act and to the provisions of any

resolution of the Company, Shares in the Company

may be issued by the Directors, who may allot, or

otherwise dispose of such Shares to such persons, on

such terms and conditions and either at a premium or

at par or at a discount with such preferred, deferred or

other special rights, and subject to such restrictions

and at such time as the Directors may determine but

the Directors in making any issue of Shares shall

comply with the following conditions:-

(d) no Director shall participate in an issue of Shares

to employees unless the Shareholders in

general meeting have approved of the specific

allotment to be made to such Director and unless

he holds office in an executive capacity.

PROVIDED THAT a Director not holding office in

an executive capacity may so participate in an

issue of Shares pursuant to a public offer or a

public issue;

Preference Shares

The Company shall have power to issue preference

shares carrying a right to redemption out of profits or

liable to be redeemed at the option of the Company or

to issue preference capital ranking equally with or in

priority to preference shares already issued and the

Director may, subject to the provisions of the Act,

redeem such shares on such terms and in such

manner and either at par or at a premium as they may

think fit. PROVIDED THAT the total nominal value of

issued preference shares shall not exceed the total

nominal value of the issued ordinary Shares at any

time.

Shares to be under Control of Director

Without prejudice to any special rights previously

conferred on the holders of any existing Shares or

class of Shares, and subject to the provisions of these

Articles and the Act and to the provisions of any

resolution of the Company, Shares in the Company

may be issued by the Directors, who may allot, or

otherwise dispose of such Shares to such persons, on

such terms and conditions and either at a premium or

at par or at a discount with such preferred, deferred or

other special rights, and subject to such restrictions

and at such time as the Directors may determine but

the Directors in making any issue of Shares shall

comply with the following conditions:-

(d) no Director shall participate in a share scheme for

employees unless the Shareholders in general

meeting have approved of the specific allotment

to be made to such Director. PROVIDED THAT a

D i rector not holding office in an executive

capacity may so participate in an issue of Shares

pursuant to a public offer or a public issue;

Preference Shares

The Company shall have power to issue preference

shares carrying a right to redemption out of profits or

liable to be redeemed at the option of the Company or

to issue preference capital ranking equally with or in

priority to preference shares already issued and the

Directors may, subject to the provisions of the Act,

redeem such shares on such terms and in such

manner and either at par or at a premium as they may

think fit. PROVIDED THAT the total nominal value of

issued preference shares shall not exceed the total

nominal value of the issued ordinary Shares at any

time.


ANNUAL REPORT 2008




No.

7

10

32

Rights of Preference Shareholder

Preference shareholders shall have the same rights as

ordinary shareholders as regards receiving notices,

reports and audited accounts and attending general

meetings of the Company. Preference shareholders

shall also have the right to vote in each of the following

circumstances:

(a) when the dividend or part of the dividend on the

shares is in arrears for more than 6 months;

(b) on a proposal to reduce the Company's share

capital;

(c) on a proposal for the disposal of the whole of the

Company's property, business and undertaking;

(d) on a proposal that affects rights attached

to the shares;

(e) on a proposal to wind up the Company; and

(f) during the winding up of the Company.

The holder of a preference share shall be entitled to a

return of capital in preference to holders of ordinary

shares when the Company is wound up.

Certificates

The Company shall allot securities and despatch

notices of allotment to the allottees within 20 market

days of the final applications closing date for an issue

of securities or such other period may be prescribed

by the Exchange.

Suspension of Registration

The registration of transfers may be suspended at

such times and for such periods as the Directors may

from time to time determine not exceeding in the whole

thirty (30) Days in any year. Twelve (12) Market Days'

notice or such other period as may from time to time be

specified by the Exchange, of the intended

suspension shall be published in a daily newspaper

circulating in Malaysia and shall also be given to the

Exchange. The said notice shall state the period and

purpose or purposes thereof. At least three (3) Market

Days prior notice shall be given to the Central

Depository to enable the Central Depository to prepare

the appropriate Record of Depositors. PROVIDED that

where the Record of Depositors is required in respect

of corporate actions, at least seven (7) Market Days

prior notice shall be given to the Central Depository.

Rights of Preference Shareholder

Preference shareholders shall have the same rights as

ordinary shareholders as regards receiving notices,

reports and audited accounts and attending general

meetings of the Company. Preference shareholders

shall also have the right to vote in each of the following

circumstances:

(a) when the dividend or part of the dividend on the

shares is in arrears for more than 6 months;

(b) on a proposal to reduce the Company's share

capital;

(c) on a proposal for the disposal of the whole of the

Company's property, business and undertaking;

(d) on a proposal that affects rights attached to the

shares;

(e) on a proposal to wind up the Company; and

(f) during the winding up of the Company.

The holder of a preference share shall be entitled to a

return of capital in preference to holders of ordinary

shares when the Company is wound up.

Period for allotment and despatch of notice

The Company shall allot securities and despatch

notices of allotment to the allottees within such period

as specified in the Listing Requirements or may be

prescribed by the Exchange, applicable to the mode or

scheme of issue from the occurrence of specific event

for an issue of securities.

Suspension of Registration

The registration of transfers may be suspended at

such times and for such periods as the Directors may

from time to time determine not exceeding in the whole

thirty (30) days in any year. Ten (10) Market Days'

notice or such other period as may from time to time be

specified by the Exchange, of the intended

suspension shall be published in at least one (1)

nationally circulated Bahasa Malaysia or English daily

newspaper and shall also be given to the Exchange.

The said notice shall state the period and purpose or

purposes thereof. At least three (3) Market Days prior

notice shall be given to the Central Depository to

enable the C e n t ra l D e p o s i t o ry to pre p a re the

appropriate Record of Depositors. PROVIDED that

where the Record of Depositors is required in respect

of corporate actions, at least seven (7) Market Days

prior notice shall be given to the Central Depository.


ANNUAL REPORT 2008




No.

37A

58

Transmission of Securities from Foreign Register

(1) Where:-

(a) the securities of the Company are listed on

an Approved Market Place; and

(b) the Company is exempted from compliance

with Section 14 of the Securities Industry

(Central Depositories) Act 1991 or Section

29 of the Securities Industry (Central

Depositories) (Amendment) Act 1998, as the

case may be, under the Rules in respect of

such securities,

the Company shall, upon request of a securities

holder, permit a transmission of securities held by

such securities holder from the register of holders

maintained by the Registrar of the Company in the

jurisdiction of the Approved Market Place

(hereinafter referred to as “the Foreign Register”),

to the register of holders maintained by the

Registrar of the Company in Malaysia (hereinafter

re f e rred to as “the Malaysian Register”)

PROVIDED that there shall be no change in the

ownership of such securities;

(2) For the avoidance of doubt, the Company shall

not allow any transmission of securities from the

Malaysian Register into the Foreign Register, if the

requirements of subparagraphs (1)(a) and (b)

above are fulfilled.

Notice of Meetings

The notices convening meetings shall specify the

place, day and hour of the meeting, and shall be given

to all shareholders at least 14 days before the meeting

or at least 21 days before the meeting where any

special resolution is to be proposed or where it is an

annual general meeting. Any notice of a meeting

called to consider special business shall be

accompanied by a statement regarding the effect of

any proposed resolution in respect of such special

business. At least 14 days' notice or 21 days' notice in

the case where any special resolution is proposed or

where it is the annual general meeting, of every such

meeting shall be given by advertisement in the daily

press and in writing to each stock exchange upon

which the Company is listed.

Transmission of Securities

(1) Where:-

(a) the securities of the Company are listed on

another stock exchange; and

(b) the Company is exempted from compliance

with Section 14 of the Central Depositories

Act or Section 29 of the Securities Industry

(Central Depositories) (Amendment) Act

1998, as the case may be, under the Rules in

respect of such securities,

the Company shall, upon request of a securities

holder, permit a transmission of securities held by

such securities holder from the register of holders

maintained by the Registrar of the Company in the

jurisdiction of the other stock exchange, to the

register of holders maintained by the Registrar of

the Company in Malaysia (hereinafter referred to

as “the Malaysian Register”) and vice versa

PROVIDED that there shall be no change in the

ownership of such securities.

(2) Deleted.

Notice of Meetings

The notices convening meetings shall specify the

place, day and hour of the meeting, and shall be given

to all shareholders at least fourteen (14) days before

the meeting or at least twenty one (21) days before the

meeting where any special resolution is to be

proposed or where it is an annual general meeting.

Any notice of a meeting called to consider special

business shall be accompanied by a statement

regarding the effect of any proposed resolution in

respect of such special business. At least fourteen

(14) days' notice or twenty (21) days' notice in the case

where any special resolution is proposed or where it is

the annual general meeting, of every such meeting

shall be given by advertisement in at least one (1)

nationally circulated Bahasa Malaysia or English daily

newspaper and in writing to each stock exchange

upon which the Company is listed.


ANNUAL REPORT 2008




No.

58A(2)

70

80

93

Record of Depositors

The Company shall request the Central Depository in

accordance with the Rules, to prepare a Record of

Depositors as at a date not less than 3 market days

before the general meeting (hereinafter referred to as

“the General Meeting Record of Depositors”).

Voting

Subject to any rights or restrictions for the time being

attached to any class or classes of Shares, at meetings

of Members or classes of Members each Member

entitled to vote may vote in person or by proxy or by

attorney on any question and on a show of hands

every person present who is a Member or a duly

authorised representative or proxy or attorney of a

Member shall have one vote, and on a poll every

Member present in person or by proxy or by attorney

or other duly authorised representative shall have one

vote for each Share he holds.

Directors shall be natural persons

All the Directors of the Company shall be natural

persons.

Office of Directors vacated in certain cases

The office of Director shall become vacant if the

Director

(a) ceases to be a Director by virtue of the Act;

(b) becomes bankrupt or makes any arrangement or

composition with his creditors generally;

(c) becomes prohibited from being a Director by

reason of any other made under the Act;

(d) becomes of unsound mind or a person whose

person or estate is liable to be dealt with in any

way under the law relating to mental disorder;

(e) resigns his office by notice in writing to the

Company;

(f) is absent from more than 50% of the total Board of

Directors' meetings held during a financial year

save and except in a case where the Exchange

has granted a waiver to the Director from

compliance with this requirement.

(g) without the consent of the Company in general

meeting holds any other office of profit under the

Company except that of Managing Director or

manager; or

(h) is directly or indirectly interested in any contract

or proposed contract with the Company and fails

to declare the nature of his interest in manner

required by the Act.

Record of Depositors

The Company shall a l s o request the Central

Depository in accordance with the Rules, to issue a

Record of Depositors, as at the latest date which is

reasonably practicable which shall in any event be not

less than three (3) market days before the general

meeting (hereinafter re f e rred to as “the General

Meeting Record of Depositors”).

Voting Rights

Subject to any rights or restrictions for the time being

attached to any class or classes of Shares at meetings

of Members or classes of Members, each Member

entitled to vote may vote in person or by proxy or by

attorney on any question and on a show of hands. On

a resolution to be decided on a show of hands, a

holder of ordinary shares or preference shares who is

personally present and entitled to vote shall be entitled

to one (1) vote, and on a poll every Member present in

person or by proxy or by attorney or other duly

authorised representative shall have one (1) vote for

each Share he holds.

Deleted.

Office of Directors vacated in certain cases

The office of Director shall become vacant if the

Director

(a) ceases to be a Director by virtue of the Act;

(b) becomes bankrupt or makes any arrangement or

composition with his creditors generally during his

term of office;

(c) becomes prohibited from being a Director by

reason of any other made under the Act;

(d) becomes of unsound mind or a person whose

person or estate is liable to be dealt with in any

way under the law relating to mental disorder

during his term of office;

(e) resigns his office by notice in writing to the

Company;

(f) Deleted;

(g) without the consent of the Company in general

meeting holds any other office of profit under the

Company except that of Managing Director or

manager; or

(h) is directly or indirectly interested in any contract

or proposed contract with the Company and fails

to declare the nature of his interest in manner

required by the Act.

This page has been intentionally left blank.

I/We_____________________________________________________________________________________________________

of_______________________________________________________________________________________________________

being a member/members of YONG TAI BERHAD hereby appoint *the Chairman of the meeting or

_______________________________________________________________________________________________________ of

_________________________________________________________________________________________ or failing him/her,

_________________________________________________________________________________________________________

of ____________________________________________________________________________________________ as my/our

proxy/proxies to vote for me/us on my/our behalf at the Fourteenth Annual General Meeting of the Company to be held

at 2nd Floor, 3, Jalan Kapal, Kawasan Perindustrian Tongkang Pecah, 83010 Batu Pahat, Johor Darul Takzim on

Thursday, 18 December 2008, at 2.30 p.m. or at any adjournment thereof in the manner indicated below:

Resolutions For Against

1 Receive of the Directors' Report and Audited Financial Statements for the

year ended 30 June 2008 together with the Auditors' Report thereon

2 Approval of payment of Directors' Fees

3 Re-election of Tai Shzee Yuan as Director

4 Re-election of Liew Huat Kwang as Director

5 Re-election of Loi Kim Fah as Director

6 Re-election of Datuk Hj. Amil @ Amir Bin Junus as Director

7 Re-appointment of T H Law & Co. as Auditors

8 Authority to issue new ordinary shares pursuant to Section 132D of the

Companies Act, 1965

9 Proposed amendments to the Articles of Association

Please indicate with a cross (X) in the spaces provided how you wish your vote to be cast. In the absence of

specific directions, your proxy may vote or abstain from voting at his/her discretion.

Signed this.............. day of ........................….2008

...........................................................................

Signature(s)

Notes:1. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.2. To be valid, the proxy form duly completed, must be deposited at Ground Floor, 8, Lorong Universiti B, Section 16, 46350 Petaling Jaya, Selangor Darul Ehsan not

less than forty-eight (48) hours before the time for holding the meeting or any adjournment hereof.3. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting and the provision of Section 149(1)(c) of the Companies Act,

1965 shall not apply.4. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he/she specifies the proportions of his/her holdings to be represented

by each proxy.5. If the appointor is a corporation, this form must be executed under its common seal or under the hand of an officer or attorney duly authorised in writing, and in the

case of an individual, shall be signed by the appointor or his/her attorney.6. Any alteration in this form must be initialed.

PROXY FORM

ANNUAL REPORT 2008

YONG TAI BERHAD (311186-T)

No. of shares held

THE SECRETARY

YONG TAI BERHAD(311186-T)

Ground Floor, 8, Lorong Universiti BSection 16, 46350 Petaling Jaya


Please fold here to seal

Please fold here to seal

STAMP

yt 2008 fa - malaysiastock.biz...syarikat koon fuat industries sdn. bhd. (16860-a) yuta realty sdn....

Documents