Annual Report 08 Corrected 3 June 09 - MalaysiaStock.Biz Congress II, Lower Ground Level, Palace of...

• Notice of Thirteenth Annual General Meeting

• Statement Accompanying Notice of Annual General Meeting

• Corporate Information

• Profi le of Directors

• Chairman’s Statement

• Audit Committee Report

• Statement on Internal Control

• Statement on Corporate Governance

• Financial Highlights

• Reports and Financial Statements

• Analysis of Shareholdings

• Particulars of Properties

• Proxy Form

Contents

2-4

5

6

7-8

9

10-11

12-13

14-17

18

19-63

64-65

66

67

UPA Annual Report 2008

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Annual Report 08_Corrected 3 Jun1 1Annual Report 08_Corrected 3 Jun1 1 6/3/09 10:46:16 AM6/3/09 10:46:16 AM

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NOTICE IS HEREBY GIVEN THAT the Thirteenth Annual General Meeting of the Company will be held at Congress II, Lower Ground Level, Palace of the Golden Horses, MINES Resort City, Jalan Kuda Emas, 43300 Seri Kembangan, Selangor Darul Ehsan on Friday, 26 June, 2009 at 11.30 a.m. for the following purposes:-

ORDINARY BUSINESS

1. To receive the Audited Financial Statements for the fi nancial year ended 31 December 2008 together with the Reports of Directors and Auditors thereon. Resolution 1

2. To approve the payment of a First and Final Dividend of 10% (less 25% Income Tax) in respect of the fi nancial year ended 31 December 2008. Resolution 2

3. To approve the payment of Directors’ fees of RM167,000 for the fi nancial year ended 31 December 2008. Resolution 3

4. To re-elect the following Directors retiring in accordance with Article 87.1 of the Company’s Articles of Association: (a) Kok Kam Moi Resolution 4 (b) Yeo Wee Thow @ Yeo Ngo Tee Resolution 5

5. To re-appoint Messrs KPMG as Auditors of the Company and to authorise the Directors to fi x their remuneration. Resolution 6

SPECIAL BUSINESS

6. To consider and, if thought fi t, pass with or without any modifi cation, the following Ordinary Resolutions :-

Authority to issue shares pursuant to Section 132D of the Companies Act, 1965 Resolution 7

“That subject always to the Companies Act, 1965 and the approvals of the relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered, pursuant to Section 132D of the Companies Act, 1965, to issue shares (other than bonus or rights issues) in the Company from time to time at such price, upon such terms and conditions and for such purposes and to such person or persons whomsoever as the Directors may deem fi t provided that the aggregate number of shares issued in any one fi nancial year of the Company (other than bonus or rights issues) pursuant to this Resolution does not exceed 10% of the issued capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval from the Bursa Malaysia Securities Berhad for the listing of and quotation for the additional shares so issued and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.”

7. Proposed renewal of Share Buy-Back Authority Resolution 8

“THAT subject always to the Companies Act, 1965 (“Act”), the provisions of the Memorandum and Articles of Association of the Company, the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), and the approvals of all relevant governmental and/or the relevant authorities, the Company be authorized, to buy-back such amount of ordinary shares of RM1.00 each in the Company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fi t and expedient in the interest of the Company provided that:-

(i) The aggregate number of shares bought back does not exceed 10% of the total issued and paid-up share capital of the Company at any point of time;

(ii) The maximum amount of funds to be allocated for the share buy-back shall not exceed the aggregate of the retained profi ts and/or share premium of the Company; and

Notice of Thirteenth Annual General Meeting


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(iii) The shares purchased are to be treated in either of the following manner:-

a. Cancel the purchased ordinary shares; or

b. Retain the purchased ordinary shares as treasury shares held by the Company; or

c. Retain part of the purchased ordinary shares as treasury shares and cancel the remainder;

(hereinafter referred to as the “Proposed Share Buy-Back”).

The treasury shares may be distributed as dividends to the shareholders and/or resold through Bursa Securities and/or subsequently cancelled;

AND THAT the authority conferred by this resolution shall commence upon the passing of this resolution until:-

(i) the conclusion of the next annual general meeting (“AGM”) of UPA, unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or

(ii) the expiration of the period within which the next AGM after the date it is required to be held pursuant to section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to section 143(2) of the Act); or

(iii) revoked or varied by ordinary resolution passed by shareholders of the Company at a general meeting of the Company,

whichever occurs fi rst;

AND THAT the Directors of the Company be and are hereby authorised to take such steps to give full effect to the Proposed Share Buy-Back with full power to assent to any conditions, modifi cations, variations and/or amendments as may be imposed by the relevant authorities and/or to all acts and things as the Directors may deem fi t and expedient in the best interest of the Company.”

8. To transact any other business of which due notice shall have been given in accordance with the Companies Act, 1965.

NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

NOTICE IS HEREBY GIVEN THAT a fi rst and fi nal dividend of 10% (less 25% income tax) for the fi nancial year ended 31 December 2008, if approved, will be paid on 28 July 2009 to Depositors whose names appear in the Record of Depositors at the close of business on 8 July 2009.

A depositor shall qualify for the dividend entitlement only in respect of:

(a) shares transferred into the Depositor’s Securities Account before 4.00 p.m. on 8 July 2009 in respect of ordinary transfers; or

(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

Hoh Fong Yin (MAICSA 0809434) Lee Siew Teng (LS 0007902)

Petaling Jaya 4 June 2009



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Notes :

1. A member entitled to attend and vote at this Meeting is entitled to appoint a proxy to attend and to vote in his stead. A proxy may but need not be a member of the Company.

2. The instrument appointing a proxy shall be in writing signed by the appointor or his attorney duly authorised in writing, or if the appointor is a corporation, either under its common seal or signed by an offi cer or attorney duly authorised.

3. Where the member of the Company appoints two proxies or more, the appointment shall be invalid unless the member specifi es the proportion of his shareholding to be represented by each proxy.

4. Where the member of the Company is an authorised nominee as defi ned under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy in respect of each securities account it holds.

5. The instrument appointing the proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certifi ed copy thereof must be deposited at the Registered Offi ce of the Company at No. 53A, Jalan SS21/1A, Damansara Utama, 47400 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time set for holding the meeting or at any adjournment thereof.

EXPLANATORY NOTE ON RESOLUTIONS 7 AND 8

1. Resolution 7

Authority to issue shares pursuant to Section 132D of the Companies Act, 1965

The Ordinary Resolution 7, if passed will empower the Directors to issue shares in the Company up to an amount not exceeding 10% of the issued share capital of the Company for the time being for such purpose as the Directors consider would be in the interests of the Company. This would avoid any delay and costs in convening a general meeting to specifi cally approve such an issue of shares. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company.

2. Resolution 8

Proposed renewal of Share Buy-Back Authority

The Ordinary Resolution 8, if passed will empower the Company to purchase and/or hold the Company’s shares up to ten percent (10%) of the issued and paid-up share capital of the Company by utilizing the funds allocated which shall not exceed the total retained profi ts and/or share premium account of the Company. This authority unless renewed, revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting. Further information on the Proposed Renewal of Share Buy-Back Authority is set out in the Circular to Shareholders dated 4 June 2009 which is despatched together with the Company’s 2008 Annual Report.



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Statement Accompanying

Notice Of Annual General Meeting

RE-ELECTION OF DIRECTORS

The retiring directors who are standing for re-election at the forthcoming Annual General Meeting together with their relevant Article of the Company’s Articles of Association and provision of Companies Act, 1965 are given as below:

1. Kok Kam Moi (Article 87.1) 2. Yeo Wee Thow @ Yeo Ngo Tee (Article 87.1)

Their profi le can be found in pages 7 to 8 and their shareholdings in page 65 of the Annual Report.

BOARD MEETINGS

A total of seven (7) Board Meetings were held during the fi nancial year and the details of attendance by each of the Directors are given as below:

Name of Directors No of meetings attended

Chua Ah Lak 6/7

Kok Kam Moi 6/7

Chua Ngeun Lok 7/7

Chua Ngeun Seong 7/7

Ma Huak Huang 7/7

Yeo Wee Thow @ Yeo Ngo Tee 6/7

All Directors have complied with the minimum attendance at Board Meeting as stipulated in the Bursa Malaysia Listing Requirements during the fi nancial year.

DATE, TIME AND PLACE OF THE THIRTEENTH ANNUAL GENERAL MEETING

Date : 26 June 2009

Time : 11.30am Place : Congress II, Lower Ground Level, Palace of the Golden Horses, MINES Resort City, Jalan Kuda Emas, 43300 Seri Kembangan, Selangor Darul Ehsan.


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Corporate Information

BOARD OF DIRECTORS

Chua Ah Lak - Chairman (Independent Non-Executive Director)Kok Kam Moi - Managing DirectorChua Ngeun Lok - Executive DirectorChua Ngeun Seong - Executive DirectorMa Huak Huang - Non-Independent Non-Executive DirectorYeo Wee Thow @ Yeo Ngo Tee - Independent Non-Executive Director

COMPANY SECRETARIES - Hoh Fong Yin (MAICSA 0809434) - Lee Siew Teng (LS0007902) AUDITORS - KPMG Chartered Accountant Level 10, KPMG Tower, 8 First Avenue, Bandar Utama, 47800 Petaling Jaya, Selangor.

REGISTRAR - Bina Management (M) Sdn Bhd (50164-V) Lot 10, Highway Centre Jalan 51/205 Petaling Jaya 46050 Selangor Darul Ehsan Tel : 03-77843922 Fax : 03-77841988

REGISTERED OFFICE - No 53-A, Jalan SS21/1A Damansara Utama 47400 Petaling Jaya Selangor Darul Ehsan Tel : 03-77288177 Fax : 03-77279013

PRINCIPAL BANKERS - Public Bank Berhad HSBC Bank Malaysia Berhad United Overseas Bank (M) Bhd

STOCK EXCHANGE - Bursa Malaysia Securities Berhad Main Board


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Profi le Of Directors

MR. CHUA AH LAKCHAIRMAN - INDEPENDENT & NON-EXECUTIVE

Mr. Chua Ah Lak, Malaysian, aged 60, was appointed as Independent & Non –Executive Director of UPA Corporation Bhd on 3 January 2005. He holds Honours Degree in Chemical Engineering from Adelaide University, Australia and MBA from University of Malaya, Malaysia. He retired from Nylex Group on 31 October 2004 after serving as Chief Executive Offi cer of Nylex (Malaysia) Berhad and a director of Nylex’s Board.

He is the Chairman of the audit committee, nomination committee as well as remuneration committee.

MR. KOK KAM MOIMANAGING DIRECTOR

Mr. Kok Kam Moi, Malaysian, aged 61, was appointed as Managing Director of UPA Corporation Bhd on 6 January 1997. He is the co-founder of the UPA Group with Mr. Chua Ngeun Lok.

Mr Kok has more than 30 years of experience in printing industry. After obtaining his qualifi cation in Commercial Art in 1971, he ventured into general printing before specializing in rebuilding of printing machinery. His vast experience in printing industry and technical know-how has contributed to the success of the Machinery Division. The Machinery Division deals with rebuilding of Web printing machinery, Sheet fed printing machinery and book binding machinery.

Under his guidance in the past 20 years, UPA Machinery Sdn Bhd, a subsidiary of the Group, has grown to be one of the biggest printing equipment rebuilding factory in South East Asia.

Mr. Kok is involved in the Group’s business development and oversees the machinery Division of the Group. He is a member of Remuneration Committee. Mr. Kok is the brother-in-law of Mr. Ma Huak Huang. He also sits as the Director of UPA Holdings Sdn Bhd which is the ultimate holding company and substantial shareholder of UPA Corporation Bhd.

MR. CHUA NGEUN LOKEXECUTIVE DIRECTOR

Mr. Chua Ngeun Lok, Malaysian, aged 58, was appointed as Executive Director of UPA Corporation Bhd on 6 January 1997. He is the co-founder of the UPA Group with Mr. Kok Kam Moi.

Mr. Chua has more than 30 years experience in the printing industry. After obtaining his qualifi cations in Commercial Art in 1972, he ventured into general printing before specializing in diary manufacturing. His creative skills has contributed to the many innovative products manufactured by UPA.

Under his guidance in the past 30 years, UPA Press Sdn Bhd, a subsidiary of the Group, has grown to be the biggest diary manufacturer in Malaysia. He had been intensively involved in the development of the Company to become one of the leading diary and paper products manufacturers in Asia.

He is currently the Vice President of Selangor and Federal Territory Chinese Printing Presses Association and Council Member of K.L. Selangor Chinese Chamber of Commerce.

Mr. Chua is involved in the Group’s business development and oversees the fi nancial management of the Group. He is the brother of Mr. Chua Ngeun Seong, the Executive Director of UPA Corporation Berhad. Mr. Chua is a member of the Remuneration Committee. He is also the Director of UPA Holdings Sdn Bhd which is the ultimate holding company and substantial shareholder of UPA Corporation Bhd.


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IR. CHUA NGEUN SEONGEXECUTIVE DIRECTOR

Ir. Chua Ngeun Seong, Malaysian, aged 61, was appointed to the Board of UPA Corporation Bhd on 6 January 1997. Thereafter he was made Executive Director on 1st June 1998. He holds a Diploma in Mechanical Engineering from Council of Engineering Institutions UK and he is also a Registered Professional Engineer in Malaysia. He has 30 years working experience in engineering as well as general management encompassing project planning, design, installation, test and commissioning of palm oil mills, palm kernel crushing plant, palm oil refi nery plants, cocoa butter substitute speciality fats plant, steam boilers, power generation plants and other related machine and equipment. He also has ten years of working experience in plastic sheets extrusion and calendaring.

Ir. Chua sits on the Board of two of UPA Corporation Bhd’s subsidiaries as well as several other private limited companies. He is the Director of UPA Holdings Sdn Bhd which is the ultimate holding company and substantial shareholder of UPA Corporation Bhd and is also the brother of Mr. Chua Ngeun Lok, the Executive Director of UPA Corporation Bhd.

MR. MA HUAK HUANGNON-INDEPENDENT & NON-EXECUTIVE

Mr. Ma Huak Huang, Malaysian, aged 70 was appointed to the Board of UPA Corporation Bhd on 6 January 1997. He is a self-made entrepreneur with more than 30 years experience in the fi eld of agriculture chemical and feedstuff.

Mr. Ma is a member of Audit Committee, Remuneration Committee as well as Nomination Committee. He sits on the Board of several of UPA Corporation Bhd’s subsidiaries as well as other private limited companies. He is also the Director of UPA Holdings Sdn Bhd, the ultimate holding company and substantial shareholder of UPA Corporation Bhd. He is the brother-in-law of Mr. Kok Kam Moi.

MR. YEO WEE THOW @ YEO NGO TEEINDEPENDENT & NON-EXECUTIVE

Mr. Yeo Wee Thow, Malaysian, aged 60, was appointed an Independent and Non-Executive Director of UPA Corporation Bhd on 29 June 2001. He is a member of Malaysian Institute of Accountants, a fellow member of the Association of Chartered Certifi ed Accountants (UK) and an associate member of the Institute of Chartered Secretaries and Administrators (UK). He owns a public accounting fi rm in Kuala Lumpur which was set up in 1979.

Mr. Yeo is a member of Audit Committee, Nomination Committee as well as Remuneration Committee. He sits on the Board and is appointed as Audit Committee member of Tai Kwong Yokohama Berhad. He is also the Director of several other private limited companies in Malaysia.

SAVE AS DISCLOSED ABOVE, NONE OF THE DIRECTORS HAS :

1) any other family relationship with any Director and/or substantial shareholder of the Company.

2) any other confl ict of interest with the Company.

3) any conviction of offences for the past ten years other than traffi c offences.

PLEASE REFER TO THE ANALYSIS OF SHAREHOLDINGS ON PAGE 64 AND 65 FOR THE DETAILS OF THE DIRECTORS’ SHAREHOLDINGS IN THE COMPANY

Profi le Of Directors


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Chairman’s Statement

On behalf of the Board of Directors, I am pleased to present you the Annual Report and Audited Financial Statements of UPA Corporation Berhad for the fi nancial year ended 31 December 2008.

BUSINESS REVIEW

The year 2008 was indeed a very challenging year for the UPA Group. The fi nancial and economic crisis had a profound effect on the global and Malaysian economies. To ensure that the effect of the economic crisis on the Group’s operations is kept to a minimum, the Board of Directors deployed various strategies and risk management procedures on the Group’s operations to maintain the Group’s revenue and profi tability.

Albeit the various challenges that came our way, the Board is pleased to report that the Group managed to maintain a revenue of RM138.34 million for the fi nancial year ended 31 December 2008, a slight decrease as compared to the revenue of RM139.29 million registered in the last fi nancial year. The Board is also pleased to report that the Group had in fact managed to record a better profi t before tax of RM19.14 million for this fi nancial year against RM18.25 million which was recorded in the last fi nancial year.

PROSPECT

With the backdrop of a looming recession, the Group started the year 2009 on a slow pace in January and February but there were signs of recovery as the Group experienced a certain amount of business pickup from March onwards. We are hopeful that this trend will continue for the rest of 2009.

Meanwhile as mentioned earlier, the Group will deploy its various risk management measures by continuing to look for ways to sustain its competitiveness in this diffi cult business environment. More effi cient cost cutting measures will be put in place to manage expenses such as offi ce expenses, travelling, entertainment, energy consumption and wages. The Group will also continue implementing more prudent purchasing policy as well as improving inventory control with emphasis on minimal stockholding and reduction of waste.

Whilst we exercise upmost prudence in these trying times, we believe that every crisis presents its own opportunities and the UPA Group will continue to be on the lookout for distress assets and leverage on our strong fi nancial position to enhance our market position.

CORPORATE SOCIAL RESPONSIBILITY

The Group recognizes the importance of corporate social responsibility in order to remain a good corporate citizen. The Group is committed to continually promote and creating awareness among the employees on the occupational hazard and safety at the work place. Besides that the Group had in 2008 taken initiative in making contribution to various schools, association and other charitable organizations.

DIVIDEND

The Board is pleased to recommend a fi rst and fi nal dividend of 10% (less income tax) per share for the fi nancial year ended 31 December 2008 for the approval of the shareholders at the forthcoming Annual General Meeting.

ACKNOWLEDGEMENT

On behalf of the Board, I wish to express my sincere gratitude and appreciation to all our employees, valued shareholders, customers, suppliers and business associates for their dedication, assistance and support throughout the years.

Last but not least, I also wish to extend my gratitude to my fellow Board members for their advice, invaluable assistance, support and contribution extended to the Board throughout 2008.

Thank you.

CHUA AH LAKChairman


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Audit Committee Report

COMPOSITION

The Audit Committee was established on 7 January 1997. The committee comprises of the following members as at the end of fi nancial year 2008 :

Meetings attended

1. Chua Ah Lak (CHAIRMAN) 5 / 5 Independent & Non-Executive Director 2. Yeo Wee Thow @ Yeo Ngo Tee 5 / 5 Independent & Non-Executive Director

3. Ma Huak Huang 5 / 5 Non-Independent & Non-Executive Director

Mr. Yeo Wee Thow @ Yeo Ngo Tee is a member of the Malaysian Institute of Accountants (MIA). The composition of the Audit Committee complies with the Bursa Malaysia Listing Requirements.

TERM OF REFERENCE

Composition

The Committee should be appointed by the Board and the following requirements must be met :

a. members of the Committee should be from among the current Board’s membersb. should comprise no fewer than three (3) members c. Independent Directors must form the majority d. All members of the committee should be Non-Executive Directorse. Members of the Committee should consist of at least one member who is a member of Malaysian Institute of

Accountantsf. Chairman of the Committee must be an Independent Directorg. Alternate Director is not eligible to be appointed

Meetings

a. A minimum number of four (4) meetings should be held during a fi nancial year b. Quorum of a meeting should be two (2) members and the majority of members present must be Independent

Directors c. The internal and external auditors have the right to appear and to be heard at any of the meeting and shall

appear before the Committee when required to do so by the Committee d. The Company Secretary shall be appointed as Secretary to the Committee.

Duties and Responsibilities

a. Review on the internal and external auditors’ scope of works and their audit plans b. Review with the external auditors on the result of their audit and evaluate on the accounting policies and

system of internal accounting control within the Group.c. Review with the internal auditors on the fi ndings of their audit and evaluate on the system of internal control

within the Group.d. Review with the management on the audit reports and management letters issued by the internal and external

auditors and the implementation of their recommendations. e. Evaluate on the performance of the internal and external auditors and to put forward recommendation on their

appointment to the Board. f. Review on the quarterly and year end fi nancial results and recommending for the Board’s approval before

releasing to the relevant authorities.


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Audit Committee Report

g. Review on the Group’s compliance with the accounting standards set by the Malaysian Accounting Standards Board.

h. Review on the Group’s compliance with the Bursa Malaysia Listing Requirements. i. Review on the Group’s status of compliance with the Malaysian Code on Corporate Governance.

Authority

The Audit Committee is empowered to :

a. have authorities to investigate any matter within its term of reference b. have full access to any information in regard of the Group’s activitiesc. have direct communication with the internal auditors, external auditors and management staff in order to seek

clarifi cation or any further information d. have the right to seek meetings with the internal as well as external auditors either with or without the

attendance of any of the Executive Directore. have the right to obtain advice or other necessary services from independent professionals in regard of matters

within its term of reference.

SUMMARY OF ACTIVITIES

The activities undertaken by the Audit Committee during the fi nancial year are summarized as follow : a. Reviewed the audited fi nancial statement and the unaudited quarterly results of the Group before recommending

them for Board’s approvalb. Reviewed the annual audit plan, the scope and the extent of coverage by the external auditors c. Reviewed the internal audit and enterprise risk management reports with emphasis on the highlighted risks

issues, recommendations and management’s response.d. Reviewed the terms of reference and plan of the risk management and internal audit which is to be carried out

by the appointed external consultant.e. Reviewed on any related party transaction and confl ict of interest within the Group f. Monitoring the Group’s continuous compliance with the Bursa Malaysia Listing Requirements, the Malaysian

Accounting Standard Board guidelines, the Companies Act 1965 and the Malaysian Code of Corporate Governance

INTERNAL AUDIT FUNCTION

The principal roles of the appointed external consultant on internal audit are to assist the Audit Committee in assessing risks faced by the Group, recommend possible measures to mitigate the identifi ed risks, review the adequacy of effective system of controls for the operation of the Group.

The major fi ndings of the internal audit reports will be reported directly to the Audit Committee meetings in order to formulate appropriate corrective measures.


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Statement On Internal Control

The Board of Directors is committed to maintaining a sound system of internal control in the Group and is pleased to provide the following Statement on Internal Control which outlines the nature and scope of internal control of the Group during the year pursuant to paragraph 15.27 (b) of the Bursa Malaysia Listing Requirements.

Board responsibility

The Board of Directors is responsible for the Group’s system of internal controls covering not only fi nancial controls but also operational and compliance controls as well as risk management. The internal control system involves each business and key management from each business, including the Board, and is designed to meet the Group’s particular needs and to manage the risks to which it is exposed. This system, by its nature, can only provide reasonable but not absolute assurance against material loss or against the Group failing to achieve its objectives.

The Board has established an ongoing process for identifying, evaluating and managing signifi cant risks faced by the Group. This process has been in place throughout the year and is reviewed by the Board and accords with the Statement on Internal Control: Guidance for Directors of Public Listed Companies. For the purposes of this framework, associates are not dealt with as part of the Group.

Enterprise risk management framework

The Board supports the contents of the Statement of Internal Control: Guidance for Directors of Public Listed Companies and through the Audit Committee, continually reviews the adequacy and effectiveness of the risk management processes in place within the various operating businesses.

The Board believes that maintaining a sound system of internal control is founded on a clear understanding and appreciation of the following key elements of the Group’s enterprise risk management framework:

• A risk management structure which outlines the lines of reporting and responsibility at the Board, Audit Committee, Risk Management Committee and management levels have been established.

• A formal risk policy and guidelines have been established and communicated to Risk Management Committee comprising of management personnel.

• Amongst the members of the Risk Management Committee, a member has been appointed as the Risk Offi cer to coordinate enterprise risk management within the Group.

• The Group’s management identifi es the key risks facing each business, the potential impact and likelihood of those risks occurring and effectiveness of the existing controls.


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Statement On Internal Control

Internal audit function

The Group has outsourced the internal audit function to a professional service fi rm, which provides the Board with the assurance it requires regarding the adequacy and effectiveness of internal control systems. Internal audit independently reviews the control processes implemented by the management, and report to the Audit Committee. Internal audit also reviews the internal controls in the key activities of the Group’s businesses on the basis of an annual internal audit strategy and a detailed annual internal audit plan presented to the Audit Committee for approval. The internal audit function adopts a risk-based approach and prepares its audit strategy and plan based on the risk facing each of the major business units of the Group.

The Audit Committee considers reports from internal audit and from management, before reporting and making recommendations to the Board in strengthening the internal control systems. The Audit Committee presents its fi ndings to the Board.

Other Risks and Control Processess

Apart from risk management and internal audit, the Group also has in place an organisational structure with defi ned line of responsibility, delegation of authority and a process of hierarchical reporting.

Weakness in internal controls that result in material losses

There were no material losses incurred during the current fi nancial year as a result of weaknesses in internal control. Management will continue to review and strengthen the internal control systems of the Group.


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Statement On Corporate Governance

The Board of Directors of UPA is committed to ensure that good corporate governance is being practised throughout the Group in order to discharge its responsibilities to enhance shareholders’ value and fi nancial performance of the Group. The following statements describe the application and compliance by the Group on the principles laid down in the Malaysian Code of Corporate Governance throughout the fi nancial year ended 31 December 2008.

BOARD OF DIRECTORS

The Group is headed by an experienced Board comprising of professionals and entrepreneurs with diverse knowledge and experience in business, fi nancial, management and engineering background. The members of the Board relied and applied their knowledge and experience to provide effi cient leadership to the Group by setting objectives, strategic directions and is responsible for the overall operation and management of the Group.

As at the end of fi nancial year 2008, the Board consists of six (6) members of which three (3) are Executive Directors while the other three (3) are Non-Executive Directors. Out of the three (3) Non-Executive Directors, two (2) are also functioning as Independent Directors. The Board considers its current size as adequate and capable to lead the Group through effi cient and effective discussion and decision makings.

The three Executive Directors are individually responsible for the Group’s three main division respectively namely manufacturing of printed and paper related products; reconditioning and refurbishment of printing and printing related machinery; and manufacturing of PVC and PET rigid fi lms. The three Non-Executive Directors do not participate in the day-to-day management of the Group, instead they are required to provide broader view, independent assessment and opinions on management proposal.

A brief profi le of each of the Directors is presented on page 7 to 8.

BOARD MEETINGS AND SUPPLY OF INFORMATION

Attendance of all the Directors at the Board Meetings are disclosed in the Statement Accompanying the Notice of Annual General Meeting in page 5.

Board Meetings are held every quarterly with any additional meeting convened as and when necessary. Discussions were held during the meeting based on the pre-set agenda. There were seven (7) Board Meetings conducted in the fi nancial year ended 2008 with various matters being discussed and considered including the Group’s fi nancial result, strategic decisions, business plan and future directions of the Group. All proceedings of the Board Meetings are minuted by the Secretaries and signed by the Chairman of the meeting as a record.

DIRECTORS’ TRAINING

All Directors had attended and completed the Mandatory Accreditation Programme conducted by the Research Institute of Investment Analysts Malaysia (RIAAM). The Directors will continue to participate in relevant training programmes to keep abreast with the latest development and to enhance their knowledge.

During the fi nancial year 2008, the Directors attended training programmes and seminars on various areas such as fi nance, economy, foreign exchange management, tax, fi nancial reporting and technical training. The Directors also attended related trade fairs all over the world to update their knowledge on latest technology and market trend.

RE-ELECTION OF DIRECTORS

Article 87.1 of the Company’s Articles of Association provides that one-third of the Directors, or if their numbers are not three (3) or a multiple of three (3), then the number nearest to but not exceeding one-third shall retire from offi ce. The Company shall ensure that all Directors shall retire from offi ce once at least in each three (3) years but shall be eligible for re-election.


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BOARD COMMITTEES

The Board had established the following committees and delegated specifi c tasks and responsibilities to them. These committees are to report back to the Board the outcomes and recommendations thereon for the Board to make fi nal decision. The main committees that were set up are :

1. Nomination Committee

The Nomination Committee was set up on 8 May 2002 with the given tasks of monitoring and appointing any new Director when the need arises. It comprises of the following members :

Chua Ah Lak (Chairman) Independent Non-Executive Director

Yeo Wee Thow @ Yeo Ngo Tee Independent Non-Executive Director

Ma Huak Huang Non-Executive Director

The Nomination Committee would be responsible, inter alia:

• to identify and recommend suitable candidates to fi ll seats on the Board when the need arises; • to review the appropriate combination of skills, knowledge and experience among the members of the

Board so as to add effectiveness to its function • to ensure numbers of Directors on the Board truly refl ect the size of investment by the shareholders • to evaluate the effectiveness of the function of various committees of the Board and also the Board itself

2. Remuneration Committee

The Remuneration Committee was established on 8 May 2002. The Committee, inter alia, reviews and recommends to the Board the appropriate remuneration payable to the Directors.

The committees comprised of the following members:

Chua Ah Lak (Chairman) Independent Non-Executive Director

Yeo Wee Thow @ Yeo Ngo Tee Independent Non-Executive Director Ma Huak Huang Non-Executive Director

Kok Kam Moi Managing Director

Chua Ngeun Lok Executive Director

3. Audit Committee

The composition, terms of reference and other related report on Audit Committee are presented on page 10 to 11.

DIRECTORS’ REMUNERATION

The details of the Directors’ remuneration which include benefi t-in-kind for the fi nancial year 2008 are as follow:

Executive Directors Non-Executive Directors RM RM

Salaries 540,000 -Fees 324,000 123,000Bonus 300,000 -Benefi t-in Kind 31,800 -Total 1,195,800 123,000


16

The Directors’ remuneration which include the benefi t-in-kind for the fi nancial year 2008 categorised into band of RM50,000 are as follow :

Range of Remuneration Executive Director Non-Executive DirectorRM

50,000 and below - 250,001 to 100,000 - 1100,001 to 150,000 - -150,001 to 200,000 - -200,001 to 250,000 - -250,001 to 300,000 - -300,001 to 350,000 - -350,001 to 400,000 1 -400,001 to 450,000 2 -450,001 to 500,000 - -

FINANCIAL REPORTING

The Board is responsible for the preparation of the annual fi nancial statement to the shareholders and has taken necessary effort to present a balanced, accurate and understandable assessment of the Group’s fi nancial position and prospects. The announcement of the quarterly and annual results was made to the public within the stipulated time frame based on the recommendation of the audit committee.

INTERNAL CONTROL

The Statement On Internal Control furnished on page 12 to 13 of the annual report provides an overview on the state of internal control within the Group.

RELATIONSHIP WITH AUDITORS

The role of the Audit Committee in relation to the external auditors is set out on page 10 and 11

RELATIONSHIP WITH SHAREHOLDERS

A copy of the annual report is sent to all the shareholders and notice of General Meeting is published in major newspapers at least 21 days in advance of the actual date of meeting as to comply with the Listing Requirements. The annual report will be also made available upon request to those interested parties.

The Board members, the company secretary and the external auditors are present at the Annual General Meeting in order to provide an opportunity for the shareholders to seek clarifi cation and to have better understanding on the Group’s activities.

OTHER DISCLOSURE REQUIREMENTS

Imposition of sanction/penalties

There were no sanctions/penalties imposed on the Group, Directors or Management by the relevant regulatory bodies during the fi nancial year.

Non-audit fee

An amount of RM4,000 of non-audit fee was paid to the external auditors during the fi nancial year.

Material contract

There were no material contracts on the Group or its subsidiaries entered into during the fi nancial year which involve Directors’ and major shareholders’ interests.



17

Profi t guarantee

The Company is not subject to any requirement for profi t guarantee for the whole of the fi nancial year.

Share buy-back

During the fi nancial year 2008, the company had bought back from the open market 693,000 units of its issued ordinary share of RM1.00 each listed on the Main Board. A monthly breakdown of the shares bought back during the fi nancial year 2008 is given as below :

No of Consideration Minimum Maximum Average Month shares paid (RM)* price paid price paid price paid (RM) (RM) (RM)

January 58,100 83,407.68 1.41 1.50 1.43March 24,000 32,356.49 1.32 1.35 1.35April 150,900 215,266.27 1.39 1.44 1.43 June 211,000 292,340.90 1.38 1.38 1.39July 197,000 272,957.14 1.38 1.38 1.38December 52,000 68,013.30 1.28 1.40 1.31

*including transaction cost

None of these purchased shares were resold or cancelled by the Company as at 8 May 2009

Option, Warrants or convertible Securities

No option, warrant or convertible securities were issued by the Group during the fi nancial year ended 31 December 2008.

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

The company did not sponsor any ADR or GDR programme during the fi nancial year.

Revaluation of landed properties

The Group assesses the valuation of its investment properties every year. The Directors estimate the fair value of the Group’s investment properties without involvement of independent valuers for 4 years. An external, independent valuation fi rm, having appropriate recognized professional qualifi cations and recent experience in the location and category of property being valued, values the Group’s investment property portfolio on every fi fth year. There has been no revaluation of landed properties during the fi nancial year ended 31 December 2008.

Recurrent related party transactions of a revenue nature

There is no recurrent related party transaction of a revenue nature which require shareholders’ mandate during the fi nancial year.

Directors’ responsibility statement in respect of the audited Financial Statement

The Company’s fi nancial statements are prepared in accordance with the requirement of approved accounting standards in Malaysia and provisions of the Companies Act, 1965. The Directors take responsibility in ensuring that the annual fi nancial statement and the quarterly announcement of results of the Company are presented to convey a balanced, accurate and understandable assessment of the Group’s fi nancial status and future prospects.



18

5 Year Performance Highlights

0

2

6

4

8

10

2008 2007 2006 2005 2004

RM (SEN)

1010 10 10 10

GGross Dividend Paid •••

(proposed)

0.0

10.0

20.0

30.0

5.0

15.0

25.0

35.0

2008 2007 2006 2005 2004

RM (SEN)

••• Gross &

Net Earnings per share

28.8

21.9

27.4

23.0

32.130.3

32.0

24.323.325.0

Earnings per share (Gross)

Earnings per share (Net)

0.0

30.0

90.0

60.0

120.0

150.0

2008 2007 2006 2005 2004

RM (MILLION)149.9

141.3129.9

116.0

104.7

S •Shareholders’ Fund •••

0.0

5.0

10.0

15.0

20.0

2008 2007 2006 2005 2004

RM (MILLION)

P t••• Profit

19.1

14.4

18.2

15.4

20.819.0 19.8

15.114.6

16.2

Profit before tax

Profit after tax

TTurnover •••30.0

00.0

60.0

90.0

120.0

150.0

2008 2007 2006 2005 2004

138.3 139.3133.5 129.2

115.9

RM (MILLION)


19

The Directors have pleasure in submitting their report and the audited fi nancial statements of the Group and of the Company for the fi nancial year ended 31 December 2008.

Principal activities

The Company is principally engaged in investment holding and provision of management services, whilst the principal activities of the subsidiaries are as stated in Note 28 to the fi nancial statements. There has been no signifi cant change in the nature of these activities during the fi nancial year.

Results Group Company RM’000 RM’000Profi t attributable to:Equity holders of the company 14,466 92Minority interest (7) - 14,459 92

Reserves and provisions

There were no material transfers to or from reserves and provisions during the fi nancial year under review except as disclosed in the fi nancial statements.

Dividends

Since the end of the previous fi nancial year, the Company paid a fi rst and fi nal dividend of 10 sen per ordinary share less tax at 26% totalling RM4,874,000 (7.4 sen net per ordinary share) in respect of the year ended 31 December 2007 on 24 July 2008.

The Directors recommend a fi rst and fi nal dividend of 10 sen per ordinary share less tax at 25% totalling RM4,938,000 (7.5 sen net per ordinary share) for the fi nancial year ended 31 December 2008.

Directors of the Company

Directors who served since the date of the last report are:

Chua Ah Lak Chua Ngeun Lok Kok Kam Moi Ma Huak Huang Chua Ngeun Seong Yeo Wee Thow @ Yeo Ngo Tee

Directors’ interests

The interests and deemed interests in the shares of the Company and of its related corporations (other than wholly-owned subsidiaries) of those who were Directors at year end (including the interests of the spouses or children of the Directors who themselves are not Directors of the Company) as recorded in the Register of Directors’ Shareholdings are as follows:

Number of Ordinary Shares of RM1 each At AtHolding company 1.1.2008 Bought Sold 31.12.2008 - UPA Holdings Sdn. Bhd. Kok Kam Moi - direct interest 426,670 - - 426,670 - deemed interest 171,199 - - 171,199 Chua Ngeun Lok - direct interest 391,290 - - 391,290 - deemed interest 399,666 - - 399,666 Ma Huak Huang - direct interest 171,199 - - 171,199 - deemed interest 611,352 - - 611,352 Chua Ngeun Seong - direct interest 399,666 - - 399,666 - deemed interest 391,290 - - 391,290

Directors’ report

for the year ended 31 December 2008


20

Number of Ordinary Shares of RM1 each At AtThe Company 1.1.2008 Bought Sold 31.12.2008 - UPA Corporation Bhd. Kok Kam Moi - direct interest 961,310 - - 961,310 - deemed interest 34,049,241 - - 34,049,241 Chua Ngeun Lok - direct interest 819,039 - - 819,039 - deemed interest 35,060,121 - - 35,060,121 Ma Huak Huang - direct interest 259,446 - - 259,446 - deemed interest 35,274,096 - - 35,274,096 Chua Ngeun Seong - direct interest 350,080 - - 350,080 - deemed interest 35,329,080 - - 35,329,080 Yeo Wee Thow @ - direct interest 820,750 - - 820,750 Yeo Ngo Tee - deemed interest 896,000 - - 896,000 Chua Ah Lak - direct interest 280,600 - - 280,600 - deemed interest 93,000 - - 93,000

Number of Ordinary Shares of RM1 each At AtSubsidiary 1.1.2008 Bought Sold 31.12.2008- Sukiwa Corporation Sdn. Bhd. Chua Ah Lak - direct interest 300,000 - - 300,000 Kok Kam Moi - deemed interest 3,673,000 13,000 - 3,686,000 Chua Ngeun Lok - deemed interest 3,673,000 13,000 - 3,686,000 Ma Huak Huang - deemed interest 3,673,000 13,000 - 3,686,000 Chua Ngeun Seong - deemed interest 3,673,000 13,000 - 3,686,000

By virtue of their interests in the shares of the Company, Kok Kam Moi, Chua Ngeun Lok, Ma Huak Huang and Chua Ngeun Seong are also deemed interested in the shares of the subsidiaries during the fi nancial year to the extent that UPA Corporation Bhd. has an interest.

Directors’ benefi ts

Since the end of the previous fi nancial year, no Director of the Company has received nor become entitled to receive any benefi t (other than a benefi t included in the aggregate amount of emoluments received or due and receivable by Directors as shown in the fi nancial statements or the fi xed salaries of full time employees of related companies) by reason of a contract made by the Company or a related corporation with the Director or with a fi rm of which the Director is a member, or with a company in which the Director has a substantial fi nancial interest.

There were no arrangements during and at the end of the fi nancial year which had the object of enabling Directors of the Company to acquire benefi ts by means of the acquisition of shares in or debentures of the Company or any other body corporate.

Issue of shares

There were no changes in issued and paid-up capital of the Company during the fi nancial year.

Directors’ report


21

Share buy-back

On 27 June 2008, the shareholders of the Company renewed their approval for the Company to buy-back its own shares. During the fi nancial year, the Company bought back from the open market, 693,000 of its issued ordinary shares of RM1.00 each (“UPA Shares”) listed on the Main Board of Bursa Securities at an average buy-back price of RM1.39 per ordinary share. The total consideration paid for the share buy-back of UPA Shares by the Company during the fi nancial year, including transaction costs, was RM964,341 and was fi nanced by internally generated funds. The UPA Shares bought back are held as treasury shares in accordance with Section 67A Subsection 3(A)(b) of the Companies Act, 1965. None of the treasury shares held were resold or cancelled during the fi nancial year.

As at 31 December 2008, the Company held 693,000 UPA Shares as treasury shares out of its total issued and paid-up share capital of 66,536,600 UPA Shares. Such treasury shares are held at a carrying amount of RM964,341. Further information are as disclosed in Note 12 to the fi nancial statements.

Other statutory information

Before the balance sheets and income statements of the Group and of the Company were made out, the Directors took reasonable steps to ascertain that:

i) all known bad debts have been written off and adequate provision made for doubtful debts, and

ii) all current assets have been stated at the lower of cost and net realisable value.

At the date of this report, the Directors are not aware of any circumstances: i) that would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in

the Group and in the Company inadequate to any substantial extent, or

ii) that would render the value attributed to the current assets in the Group and in the Company fi nancial statements misleading, or

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

iv) not otherwise dealt with in this report or the fi nancial statements, that would render any amount stated in the

fi nancial statements of the Group and of the Company misleading.

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

i) any charge on the assets of the Group or of the Company that has arisen since the end of the fi nancial year and which secures the liabilities of any other person, or

ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the fi nancial year.

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

In the opinion of the Directors, the results of the operations of the Group and of the Company for the fi nancial year ended 31 December 2008 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that fi nancial year and the date of this report.

Directors’ report


22

Signifi cant event

The signifi cant event during the fi nancial year is as disclosed in Note 30 to the fi nancial statements.

Subsequent event

The event subsequent to balance sheet date is as disclosed in Note 31 to the fi nancial statements.

Auditors

The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment.

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

…………………………………………………………Chua Ngeun Lok

…………………………………………………………Kok Kam Moi

Kuala Lumpur,Date: 27 April 2009

Directors’ report


23

Group CompanyNote 2008

RM’0002007

RM’0002008

RM’0002007

RM’000

Assets Property, plant and equipment 3 46,314 45,616 - - Prepaid lease payments 4 23,780 24,137 - - Investments in subsidiaries 5 - - 46,239 46,213 Investments in associates 6 8,483 8,239 5,765 5,765 Investment properties 7 9,950 9,950 - - Deferred tax assets 8 1,371 849 - -

Total non-current assets 89,898 88,791 52,004 51,978

Inventories 9 36,770 44,191 - - Receivables and deposits 10 43,593 41,832 24,292 35,103 Current tax asset 1,593 882 91 68 Cash and cash equivalents 11 20,321 19,073 7,087 1,386

Total current assets 102,277 105,978 31,470 36,557

Total assets 192,175 194,769 83,474 88,535

Equity Share capital 66,537 66,537 66,537 66,537 Reserves 2,933 3,897 2,933 3,897 Retained earnings 80,477 70,885 12,962 17,744

Total equity attributable to equity holders of the Company 149,947 141,319 82,432 88,178

Minority interest 1,599 1,632 - -

Total equity 12 151,546 142,951 82,432 88,178

Liabilities Borrowings 13 11,255 11,800 - - Deferred tax liabilities 8 8,027 7,784 - -

Total non-current liabilities 19,282 19,584 - -

Provision 14 168 168 - - Current tax liabilities 2,767 1,781 - - Payables and accruals 15 8,141 11,081 1,042 357 Borrowings 13 10,271 19,204 - -

Total current liabilities 21,347 32,234 1,042 357

Total liabilities 40,629 51,818 1,042 357

Total equity and liabilities 192,175 194,769 83,474 88,535

The notes on pages 29 to 60 are an integral part of these fi nancial statements.

Balance sheets

at 31 December 2008


24

Income statements


Group CompanyNote 2008

RM’0002007

RM’0002008

RM’0002007

RM’000

Revenue 16 138,344 139,292 718 9,158

Results from operating activities 16,17 20,080 21,093 190 8,843Interest income 425 237 59 -Interest expense 19 (1,605) (1,989) - -

Operating profi t 18,900 19,341 249 8,843Share of profi t/(loss) after tax and minority interest of equity accounted associates 244 (1,094) - -

Profi t before tax 19,144 18,247 249 8,843Tax expense 20 (4,685) (2,822) (157) (2,440)

Profi t for the year 14,459 15,425 92 6,403

Attributable to: Equity holders of the Company 14,466 15,238 92 6,403 Minority interest (7) 187 - -

Profi t for the year 14,459 15,425 92 6,403

Basic earnings per ordinary share (sen) 21 21.88 23.00



25

Non-distributable Distributable

GroupNote

SharecapitalRM’000

SharepremiumRM’000

Treasuryshares

RM’000

RetainedearningsRM’000

TotalRM’000

MinorityinterestRM’000

TotalRM’000

At 1 January 2007 65,595 3,859 - 60,486 129,940 1,445 131,385

Profi t for the year - - - 15,238 15,238 187 15,425

Dividend - 2006 fi nal 22 - - - (4,839) (4,839) - (4,839)

Issue of shares: - Allotment of shares pursuant to the ESOS 942 38 - - 980 - 980

At 31 December 2007/ 1 January 2008 66,537 3,897 - 70,885 141,319 1,632 142,951

Profi t for the year - - - 14,466 14,466 (7) 14,459

Dividend - 2007 fi nal 22 - - - (4,874) (4,874) - (4,874)

Acquisition of treasury shares - - (964) - (964) - (964)

Acquisition of minority interest

29- - - - - (26) (26)

At 31 December 2008 66,537 3,897 (964) 80,477 149,947 1,599 151,546

Note 12.1 Note 12.2


Consolidated statement of changes in equity



26

Statement of changes in equity


Non-distributable Distributable

CompanyNote

SharecapitalRM’000

SharepremiumRM’000

Treasuryshares

RM’000

RetainedearningsRM’000

TotalRM’000

At 1 January 2007 65,595 3,859 - 16,180 85,634

Profi t for the year - - - 6,403 6,403

Dividend - 2006 fi nal 22 - - - (4,839) (4,839)

Issue of shares: - Allotment of shares pursuant to the ESOS 942 38 - - 980

At 31 December 2007/1 January 2008 66,537 3,897 - 17,744 88,178

Profi t for the year - - - 92 92

Dividend - 2007 fi nal 22 - - - (4,874) (4,874)

Acquisition of treasury shares - - (964) - (964)

At 31 December 2008 66,537 3,897 (964) 12,962 82,432

Note 12.1 Note 12.2 Note 12.3



27

Group Company

Note2008

RM’0002007

RM’0002008

RM’0002007

RM’000

Cash fl ows from operating activities Profi t before tax 19,144 18,247 249 8,843 Adjustments for: Amortisation of prepaid lease payments 357 360 - - Change in fair value of investment properties - (1,056) - - Depreciation 6,223 5,720 - - Dividend income - - - (8,430) Gain on disposal of property, plant and equipment (168) (344) - - Interest expense 1,605 1,989 - - Interest income (425) (237) (59) - Property, plant and equipment written off - 4 - - Provision for warranty - 168 - - Share of (profi t)/loss of associates (244) 1,094 - - Unrealised foreign exchange (gain)/loss (190) 1,478 - - Write-down of inventories 936 100 - -

Operating profi t before working capital changes 27,238 27,523 190 413

Changes in working capital: Inventories 6,485 (7,290) - - Receivables and deposits (628) 2,898 10,811 (1,438) Payables and accruals (2,963) (226) 685 296

Cash generated from/(used in) operations 30,132 22,905 11,686 (729) Interest paid - (963) - - Interest received 425 237 59 - Tax paid (4,689) (3,155) (180) (165)

Net cash generated from/(used in) operating activities 25,868 19,024 11,565 (894)

Cash fl ows from investing activities Acquisition of minority interest (26) - (26) - Dividends received from associates - 713 - 713 Dividends received from subsidiaries - - - 5,441 Increase in investment in associate - (494) - (490) Increase in investment in subsidiaries - - - (80) Proceeds from disposal of property, plant and equipment 341 578 - - Purchase/Addition of property, plant and equipment (ii) (6,848) (5,446) - -

Net cash (used in)/generated from investing activities (6,533) (4,649) (26) 5,584

Cash fl ow statements



28

Group Company

Notes2008

RM’0002007

RM’0002008

RM’0002007

RM’000

Cash fl ows from fi nancing activities Acquisition of treasury shares (964) - (964) - Dividends paid to shareholders (4,874) (4,839) (4,874) (4,839) Proceeds from issuance of shares - 980 - 980 Interest paid (1,605) (1,026) - - Payment of fi nance lease liabilities (218) (290) - - Repayment of term loans (2,591) (2,492) - - Repayment of other borrowings (9,960) (3,947) - - Proceeds from term loans 2,125 - - - Proceeds from other borrowings - 5,691 - -

Net cash used in fi nancing activities (18,087) (5,923) (5,838) (3,859)

Net increase in cash and cash equivalents 1,248 8,452 5,701 831

Cash and cash equivalents at 1 January 19,073 10,621 1,386 555

Cash and cash equivalents at 31 December (i) 20,321 19,073 7,087 1,386

(i) Cash and cash equivalents

Cash and cash equivalents included in the cash fl ow statements comprise the following balance sheet amounts:

Group Company

2008RM’000

2007RM’000

2008RM’000

2007RM’000

Cash and bank balances 8,021 19,073 87 1,386 Deposits with licensed banks 12,300 - 7,000 -

20,321 19,073 7,087 1,386

(ii) Purchase of property, plant and equipment

During the year, the Group acquired property, plant and equipment with an aggregate cost of RM6,977,000 (2007 - RM5,745,000), of which RM246,000 (2007 - RM299,000) were acquired by means of fi nance leases. Included in the purchase of property, plant and equipment during the fi nancial year is an amount of RM117,000 being the transfer and capitalisation of an inventory to plant and machinery.


Cash fl ow statementsfor the year ended 31 December 2008 (continued)


29

UPA Corporation Bhd. is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Board of Bursa Malaysia Securities Berhad. The addresses of its registered offi ce and principal place of business are as follows:

Registered offi ce 53A, Jalan SS21/1A, Damansara Utama47400 Petaling JayaSelangor Darul Ehsan

Principal place of businessLot 8228, 6.5 MilesJalan Kuchai Lama58200 Kuala Lumpur

The consolidated fi nancial statements of the Group as at and for the year ended 31 December 2008 comprise the Company and its subsidiaries (together referred to as the Group) and the Group’s interest in associates. The fi nancial statements of the Company as at and for the year ended 31 December 2008 do not include other entities.

The Company is principally engaged in investment holding and provision of management services, whilst the principal activities of the subsidiaries are as stated in Note 28 to the fi nancial statements.

The ultimate holding company during the fi nancial year is UPA Holdings Sdn. Bhd., a company incorporated in Malaysia.

The fi nancial statements were approved by the Board of Directors on 27 April 2009.

1. Basis of preparation

(a) Statement of compliance

The fi nancial statements of the Group and of the Company have been prepared in accordance with Financial Reporting Standards (FRS), accounting principles generally accepted and the Companies Act, 1965 in Malaysia. These fi nancial statements also comply with the applicable disclosure provisions of the Listing Requirements of Bursa Malaysia Securities Berhad.

The Group and the Company have not applied the following accounting standards (including its consequential amendments) and interpretations that have been issued by the Malaysian Accounting Standards Board (MASB) but are not yet effective:

FRSs / Interpretations Effective date FRS 4, Insurance Contracts 1 January 2010 FRS 7, Financial Instruments: Disclosures 1 January 2010 FRS 8, Operating Segments 1 July 2009 FRS 139, Financial Instruments: Recognition and Measurement 1 January 2010 IC Interpretation 9, Reassessment of Embedded Derivatives 1 January 2010 IC Interpretation 10, Interim Financial Reporting and Impairment 1 January 2010

The Group and the Company plan to apply the abovementioned FRSs/Interpretations from the annual period beginning 1 January 2010.

The impact of applying FRS 4, FRS 7 and FRS 139 on the fi nancial statements upon fi rst 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 exemptions given in the respective FRSs. Other than the implications as discussed below, the initial application of the above standards (and its consequential amendments) and interpretations is not expected to have any material impact on the fi nancial statements of the Group and the Company.

Notes to the fi nancial statements


30


FRS 8, Operating Segments

FRS 8 will become effective for fi nancial statements for the year ending 31 December 2010. FRS 8, which replaces FRS 114, Segment Reporting, requires identifi cation and reporting of operating segments based on internal reports that are regularly reviewed by the entity’s chief operating decision maker in order to allocate resources to the segment and to assess its performance. Currently, the Group presents segment information in respect of its business and geographical segments (see Note 23). The adoption of FRS 8 will not have any signifi cant impact on the fi nancial statements of the Group other than expanded disclosures requirements.

IC Interpretation 10, Interim Financial Reporting and Impairment

IC Interpretation 10 prohibits the reversal of an impairment loss recognised in an interim period during a fi nancial year in respect of an investment in an equity instrument or a fi nancial asset carried at cost. IC Interpretation 10 will become effective for the fi nancial statements for the year ending 31 December 2010, and is applicable prospectively from the date the Group fi rst applied the measurement criteria of FRS 136 and FRS 139 respectively. The adoption of IC Interpretation 10 will not have any signifi cant impact on the Group.

(b) Basis of measurement

The fi nancial statements have been prepared on the historical cost basis except for investment property as explained in its accounting policy note.

(c) Functional and presentation currency

These fi nancial statements are presented in Ringgit Malaysia (RM), which is the Company’s functional currency. All fi nancial information presented in RM has been rounded to the nearest thousand, unless otherwise stated.

(d) Use of estimates and judgements

The preparation of fi nancial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

There are no signifi cant areas of estimation uncertainty and critical judgements in applying accounting policies that have signifi cant effect on the amounts recognised in the fi nancial statements other than those disclosed in Note 7, valuation of investment property.

2. Signifi cant accounting policies The accounting policies set out below have been applied consistently to the periods presented in these fi nancial

statements, and have been applied consistently by Group entities.

(a) Basis of consolidation (i) Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group has the ability to exercise its power to govern the fi nancial and operating policies of an entity so as to obtain benefi ts from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account. Subsidiaries are consolidated using the purchase method of accounting.


31


Under the purchase method of accounting, the fi nancial statements of subsidiaries are included in the consolidated fi nancial statements from the date that control commences until the date that control ceases.

Investments in subsidiaries are stated in the Company’s balance sheet at cost less any impairment losses.

(ii) Associates

Associates are entities in which the Group has signifi cant infl uence, but not control, over the fi nancial and operating policies.

Associates are accounted for in the consolidated fi nancial statements using the equity method. The consolidated fi nancial statements include the Group’s share of the profi t or loss of the equity accounted associates, after adjustments, if any, to align the accounting policies with those of the Group, from the date that signifi cant infl uence commences until the date that signifi cant infl uence ceases.

When the Group’s share of losses exceeds its interest in an equity accounted associate, the carrying amount of that interest (including any long-term investments) is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee.

Investments in associates are stated in the Company’s balance sheet at cost less any impairment losses.

(iii) Changes in Group composition

Where a subsidiary issues new equity shares to minority interests for cash consideration and the issue price has been established at fair value, the reduction in the Group’s interests in the subsidiary is accounted for as a disposal of equity interest with the corresponding gain or loss recognised in the income statements.

When a group purchases a subsidiary’s equity shares from minority interests for cash consideration and the purchase price has been established at fair value, the accretion of the Group’s interests in the subsidiary is accounted for as a purchase of equity interest for which the acquisition method of accounting is applied.

The Group treats all other changes in group composition as equity transactions between the Group and its minority shareholders. Any difference between the Group’s share of net assets before and after the change, and any consideration received or paid, is adjusted to or against Group reserves.

(iv) Minority interest

Minority interest at the balance sheet date, being the portion of the net identifi able assets of subsidiaries attributable to equity interests that are not owned by the Company, whether directly or indirectly through subsidiaries, are presented in the consolidated balance sheet and statement of changes in equity within equity, separately from equity attributable to the equity holders of the Company. Minority interest in the results of the Group are presented on the face of the consolidated income statements as an allocation of the total profi t or loss for the year between minority interest and the equity holders of the Company.

Where losses applicable to the minority exceed the minority’s interest in the equity of a subsidiary, the excess, and any further losses applicable to the minority, are charged against the Group’s interest except to the extent that the minority has a binding obligation to, and is able to, make additional investment to cover the losses. If the subsidiary subsequently reports profi ts, the Group’s interest is allocated with all such profi ts until the minority’s share of losses previously absorbed by the Group has been recovered.


32


(v) Transactions eliminated on consolidation

Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated fi nancial statements. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

(b) Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currencies are translated at exchange rates at the dates of the transactions except for those that are measured at fair value, which are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on retranslation are recognised in the income statements.

(c) Derivative fi nancial instruments The Group holds derivative fi nancial instruments to hedge its foreign currency risk exposures. Forward foreign exchange contracts are accounted for on an equivalent basis as the underlying assets,

liabilities or net positions. Any profi t or loss arising is recognised on the same basis as that arising from the related assets, liabilities or net positions.

(d) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.

Cost includes expenditures that are directly attributable to the acquisition of the asset and any other costs directly attributable to bringing the asset to the working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. The cost of self-constructed assets also includes the cost of materials and direct labour. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

When signifi cant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Gains and losses on disposal of an item of property, plant and equipment are determined by

comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within “other income” or “other operating expenses” respectively in the income statements.


33


(ii) Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefi ts embodied within the part will fl ow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in the income statements as incurred.

(iii) Depreciation

Depreciation is recognised in the income statements on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives. Freehold land is not depreciated. Property, plant and equipment under construction are not depreciated until the assets are ready for their intended use.

The estimated useful lives for the current and comparative periods are as follows:

• Buildings 50 years • Apartment 50 years • Factory buildings 50 years • Motor vehicles 5 years • Plant and machinery 10 years • Renovation, furniture and fi ttings 20 years • Offi ce and factory equipment 10 years

Depreciation methods, useful lives and residual values are reassessed at the balance sheet date.

(iv) Change in estimates

The estimated useful life of buildings was revised from 99 years to 50 years during the fi nancial year (see Note 3).

(e) Leased assets (i) Finance lease

Leases in terms of which the Group or the Company assume substantially all the risks and rewards of ownership are classifi ed as fi nance leases. Upon initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

Minimum lease payments made under fi nance leases are apportioned between the fi nance expense and the reduction of the outstanding liability. The fi nance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confi rmed.

(ii) Operating lease

Leases, where the Group does not assume substantially all the risks and rewards of the ownership are classifi ed as operating leases, and the leased assets are not recognised on the Group’s balance sheet.

Leasehold land that normally has an indefi nite economic life and title is not expected to pass to the lessee by the end of the lease term is treated as an operating lease. The payment made on entering into or acquiring a leasehold land is accounted for as prepaid lease payments.


34

Payments made under operating leases are recognised in the income statements on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.

(f) Investment properties

(i) Investment properties carried at fair value

Investment properties are properties which are owned to earn rental income or for capital appreciation or for both. These include land held for a currently undetermined future use. Properties that are occupied by the companies in the Group are accounted for as owner-occupied rather than as investment properties.

Investment properties are measured initially at cost and subsequently at fair value with any change therein recognised in the income statements.

(ii) Determination of fair value

The Directors estimate the fair values of the Group’s investment properties without involvement of independent valuers for four years. An external, independent valuation fi rm, having appropriate recognised professional qualifi cations and recent experience in the location and category of property being valued, values the Group’s investment property portfolio on every fi fth year.

The fair values are based on market values, being the estimated amount for which a property could be exchanged on the date of the valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.

In the absence of current prices in an active market, the valuations are prepared by considering the aggregate of the estimated cash fl ows expected to be received from renting out the property. A yield that refl ects the specifi c risks inherent in the net cash fl ows then is applied to the net annual cash fl ows to arrive at the property valuation.

Valuations refl ect the remaining economic life of the property. When rent reviews or lease renewals are pending with anticipated reversionary increases, it is assumed that all notices and where appropriate counter-notices have been served validly and within the appropriate time.

(g) Inventories

Inventories comprise raw materials, work-in-progress, manufactured inventories, printing and other machines held for trading which are measured at the lower of cost and net realisable value. The cost of raw materials, work-in-progress and manufactured inventories is based on the fi rst-in fi rst-out principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of work-in-progress and manufactured inventories, cost includes an appropriate share of production overheads based on normal operating capacity. In the case of printing and other machines held for trading, cost consists of the actual value paid for each individual inventory and is determined on a specifi c identifi cation basis. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

(h) Receivables

Receivables are initially recognised at their cost when the contractual right to receive cash or another fi nancial asset from another entity is established.

Subsequent to initial recognition, receivables are stated at cost less allowance for doubtful debts.

Receivables are not held for the purpose of trading.



35

(i) Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, balances and deposits with banks. For the purpose of the cash fl ow statement, cash and cash equivalents are presented net of bank overdrafts.

(j) Impairment of assets

The carrying amounts of assets, other than investment properties, inventories, deferred tax assets and fi nancial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash infl ows from continuing use that are largely independent of the cash infl ows of other assets or groups of assets (the “cash-generating unit”).

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the income statements. Impairment losses recognised in respect of cash-generating units are allocated fi rst to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (groups of units) on a pro rata basis.

Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Reversals of impairment losses are credited to the income statements in the year in which the reversals are recognised.

(k) Equity instruments All equity instruments are stated at cost on initial recognition and are not re-measured subsequently.

(i) Repurchase of share capital

When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs, is recognised as a deduction from equity and is not re-valued for subsequent changes in the fair value or market price of shares. Repurchased shares are classifi ed as treasury shares and are presented as a deduction from total equity.

Where treasury shares are distributed as share dividends, the cost of the treasury shares is applied in the reduction of the share premium account or distributable reserves, or both.

Where treasury shares are reissued by re-sale in the open market, the difference between the sales consideration net of directly attributable costs and the carrying amount of the treasury shares is recognised in equity.

(l) Loans and borrowings

Loans and borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income statements over the period of the loans and borrowings using the effective interest method.



36


(m) Employee benefi ts

(i) Short-term employee benefi ts

Short-term employee benefi t obligations in respect of salaries, annual bonuses, paid annual leave and sick leave are measured on an undiscounted basis and are expensed as the related service is provided.

A provision is recognised for the amount expected to be paid under short-term cash bonus or profi t-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

The Group’s contribution to the statutory pension funds are charged to the income statements in the year to which they relate. Once the contributions have been paid, the Group has no further payment obligations.

(n) Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outfl ow of economic benefi ts will be required to settle the obligation. Provisions are determined by discounting the expected future cash fl ows at a pre-tax rate that refl ects current market assessments of the time value of money and the risks specifi c to the liability.

(i) Warranties

A provision for warranties is recognised when the underlying products or services are sold. The provision is based on historical warranty data and a weighting of all possible outcomes against their associated probabilities.

(o) Contingent liabilities

Where it is not probable that an outfl ow of economic benefi ts will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outfl ow of economic benefi ts is remote. Possible obligations, whose existence will only be confi rmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outfl ow of economic benefi ts is remote.

Where the Company enters into fi nancial guarantee contracts to guarantee the indebtedness of other companies within its group, the Company considers these to be insurance arrangements, and accounts for them as such. In this respect, the Company treats the guarantee contract as a contingent liability until such time as it becomes probable that the Company will be required to make a payment under the guarantee.

(p) Payables

Payables are measured initially and subsequently at cost. Payables are recognised when there is a contractual obligation to deliver cash or another fi nancial asset to another entity.

(q) Revenue recognition

(i) Goods sold

Revenue from the sale of goods is measured at fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. Revenue is recognised when the signifi cant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods.


37


(ii) Services

Revenue from services rendered is recognised in the income statements in proportion to the stage of completion of the transaction at the balance sheet date. The stage of completion is assessed by reference to services performed to date as a percentage of total services to be performed.

(iii) Commission

When the Group acts in the capacity of an agent rather than as the principal in a transaction, the revenue recognised is the net amount of commission made by the Group.

(iv) Rental income

Rental income from investment property is recognised in the income statements on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease.

(v) Dividend income

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

(r) Interest income and borrowing costs

Interest income is recognised as it accrues, using the effective interest method.

All borrowing costs are recognised in the income statements using the effective interest method, in the period in which they are incurred.

(s) Tax expense

Tax expense comprises current and deferred tax. Tax expense is recognised in the income statements except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profi t (tax loss). Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax liability is recognised for all taxable temporary differences.

A deferred tax asset is recognised to the extent that it is probable that future taxable profi ts will be available against which temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefi t will be realised.


38


(t) Earnings per share

The Group presents basic and diluted earnings per ordinary share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profi t or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profi t or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options granted to employees.

(u) Segment reporting

A segment is a distinguishable component of the Group that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments.


39

Notes to the fi nancial statements3.

Pro

per

ty, p

lan

t an

d e

quip

men

t

Gro

up

O

ffi c

ebu

ildin

gsR

M’0

00A

part

men

tR

M’0

00

Fact

ory

build

ings

RM

’000

Mot

or

vehi

cles

RM

’000

Plan

tan

dm

achi

nery

RM

’000

Ren

ovat

ion,

furn

itur

ean

d fi t

ting

sR

M’0

00

Offi

ce a

ndfa

ctor

yeq

uipm

ent

RM

’000

Build

ings

unde

rco

nstr

uctio

nR

M’0

00To

tal

RM

’000

Cos

t

At

1 Ja

nuar

y 20

076,

238

8513

,933

2,85

951

,556

1,01

93,

575

-79

,265

Add

itio

ns11

6-

4837

44,

790

127

222

685,

745

Dis

posa

ls-

--

(373

)(1

,618

)-

--

(1,9

91)

Wri

tten

off

--

-(4

)-

--

-(4

)

At

31 D

ecem

ber

2007

/

1 Ja

nuar

y 20

086,

354

8513

,981

2,85

654

,728

1,14

63,

797

6883

,015

Add

itio

ns40

- 3,

991

389

2,38

929

139

-6,

977

Tran

sfer

--

68-

--

-(6

8)-

Tran

sfer

from

inve

ntor

ies

--

--

117

--

-11

7

Dis

posa

ls-

--

(296

)(4

38)

-(1

09)

-(8

43)

At

31 D

ecem

ber

2008

6,39

485

18,0

402,

949

56,7

961,

175

3,82

7-

89,2

66

Dep

reci

atio

n a

nd

im

pai

rmen

t lo

ss

At

1 Ja

nuar

y 20

07

A

ccum

ulat

ed d

epre

ciat

ion

152

213,

398

2,06

425

,201

465

1,79

4-

33,0

95

A

ccum

ulat

ed im

pair

men

t lo

ss-

--

-34

1-

--

341

152

213,

398

2,06

425

,542

465

1,79

4-

33,4

36


40 3. P

rop

erty

, pla

nt

and

equ

ipm

ent

(con

tin

ued

)

Gro

up

Offi

ce

Bu

ild

ings

RM

’000

Ap

artm

ent

RM

’000

Fac

tory

buil

din

gsR

M’0

00

Mot

or

veh

icle

sR

M’0

00

Pla

nt

and

mac

hin

ery

RM

’000

Ren

ovat

ion,

furn

itu

rean

d fi t

ting

sR

M’0

00

Offi

ce

and

fact

ory

equ

ipm

ent

RM

’000

Bu

ild

ings

un

der

cons

truc

tion

RM

’000

Tota

lR

M’0

00

Dep

reci

atio

n fo

r th

e ye

ar10

52

407

367

4,44

563

331

-5,

720

Dis

posa

l-

--

(367

)(1

,049

)-

--

(1,4

16)

Impa

irm

ent-

reve

rsal

--

--

(341

)-

--

(341

)

At

31 D

ecem

ber

2007

/

1 Ja

nuar

y 20

08

A

ccum

ulat

ed d

epre

ciat

ion

257

233,

805

2,06

428

,597

528

2,12

5-

37,3

99

D

epre

ciat

ion

for

the

year

326

248

836

04,

655

6532

7-

6,22

3

D

ispo

sals

--

-(2

96)

(300

)-

(74)

-(6

70)

At

31 D

ecem

ber

2008

583

254,

293

2,12

832

,952

593

2,37

8-

42,9

52

Car

ryin

g am

oun

ts

At

1 Ja

nuar

y 20

076,

086

6410

,535

795

26,0

1455

41,

781

-45

,829

At

31 D

ecem

ber

2007

/

1 Ja

nuar

y 20

086,

097

6210

,176

792

26,1

3161

81,

672

6845

,616

At

31 D

ecem

ber

2008

5,81

160

13,7

4782

123

,844

582

1,44

9-

46,3

14



41


Security

Certain property, plant and equipment of the Group with a carrying amount of RM9,530,656 (2007 - RM10,295,915) have been charged to licensed banks for credit facilities granted to subsidiaries as set out in Note 13.

Assets under fi nance lease

Included in property, plant and equipment of the Group are assets acquired under fi nance lease agreements with net book values as follows:

Group2008

RM’0002007

RM’000

Motor vehicles 606 453

Change in estimate

During the fi nancial year, the Group reviewed the estimated useful life of its buildings, which resulted in the change in the expected usage of building from 99 years to 50 years. The effect of this change on depreciation expense, recognised in current and future periods are as follows:

2008RM’000

2009RM’000

2010RM’000

2011RM’000

2012RM’000

LaterRM’000

Increase/(Decrease) in depreciation expense 220 22 22 22 22 (308)

4. Prepaid lease payments Prepaid lease payments comprise of leasehold land with an unexpired period of more than 50 years.

CostGroup

RM’000

At 1 January 2007/31 December 2007/1 January 2008/31 December 2008 25,801

Amortisation At 1 January 2007 1,304 Amortisation for the year 360

At 31 December 2007/1 January 2008 1,664 Amortisation for the year 357 At 31 December 2008 2,021

Carrying amounts At 1 January 2007 24,497

At 31 December 2007/1 January 2008 24,137

At 31 December 2008 23,780

Security

Certain leasehold land of the Group with a carrying amount of RM16,402,000 (2007 - RM16,653,000) in subsidiaries have been charged to licensed banks for credit facilities granted to the subsidiaries as set out in Note 13.


42

5. Investments in subsidiaries

Company

2008

RM’0002007

RM’000

Unquoted shares, at cost 46,239 46,213

Details of the subsidiaries are shown in Note 28.

6. Investments in associates

Group Company2008

RM’0002007

RM’0002008

RM’0002007

RM’000

Unquoted shares, at cost 7,507 7,507 5,765 5,765 Less: Impairment loss (80) (80) - -

7,427 7,427 5,765 5,765 Share of post-acquisition reserves 1,056 812 - -

8,483 8,239 5,765 5,765

The Group has not recognised its share of the losses relating to Web-Tech Colors Co. Ltd., attributable to the loss for the year of RM1,219,000 since the Group has no obligation in respect of these losses.

Summary fi nancial information on associates:

2008

Country ofincorporation

Effectiveownershipinterest

%

Revenue(100%)RM’000

Profi t /(Loss)(100%)RM’000

Totalassets

(100%)RM’000

Totalliabilities(100%)RM’000

Sharp Litho Sdn. Bhd.* # Malaysia 49.0 - (8) 2,474 (405) Acta UPA Sdn. Bhd.* # Malaysia 49.0 - - 116 (4) The Malaya Press Sdn. Bhd.* ^ Malaysia 35.5 9,428 506 15,771 (4,040) Trinity Ventures Sdn. Bhd.* ∞ Malaysia 35.0 840 194 10,120 (8,178) Web-Tech Colors Co. Ltd. @ China 49.0 7,763 (1,219) 9,502 (9,912)

2007

Sharp Litho Sdn. Bhd.* # Malaysia 49.0 67 (21) 2,569 (421) Acta UPA Sdn. Bhd.* # Malaysia 49.0 - (1) 117 (2) The Malaya Press Sdn. Bhd.* ^ Malaysia 35.5 13,894 1,365 16,702 (5,384) Trinity Ventures Sdn. Bhd.* # Malaysia 35.0 637 245 9,522 (7,774) Web-Tech Colors Co. Ltd. # China 49.0 5,017 (2,499) 9,179 (8,655)

* These associates were held directly by the Company. # Equity accounted based on unaudited management accounts for the year ended 31 December 2008 (2007

- 31 December 2007). @ Equity accounted based on audited accounts for the year ended 31 December 2008. ^ Equity accounted based on audited accounts for the year ended 31 March 2008/7 and 9 months unaudited

management accounts for the period ended 31 December 2008/7. ∞ Equity accounted based on audited accounts for the year ended 31 September 2008 and 3 months unaudited

management accounts for the period ended 31 December 2008.



43


7. Investment properties

Group2008

RM’0002007

RM’000

Freehold land At 1 January 9,950 8,894 Changes in fair value - 1,056

At 31 December 9,950 9,950

Revaluation

The freehold land of the Group are stated at fair value based on Directors’ valuation. The latest professional valuation made by an independent professional qualifi ed valuer using the open market basis was conducted in 2007.

There are two pieces of freehold land held by two subsidiaries respectively. Professional valuation was performed on one piece of freehold land held by a subsidiary whilst the fair value of the other subsidiary’s piece of freehold land was assessed by the Directors using the indicative valuation derived from the valuation report made by the independent professional qualifi ed valuer on the freehold land of the fi rst subsidiary as both pieces of land are adjacent to each other.

Had the freehold land of the Group been carried under the cost model, the carrying amounts that would have been included in the fi nancial statements at the end of the year are RM4,873,720 (2007 - RM4,873,720).

The following are recognised in the income statements in respect of investment properties:

Group2008

RM’0002007

RM’000

Direct operating expenses Non-income generating investment properties 6 6

Security

The freehold land have been charged to licensed banks for credit facilities granted to certain subsidiaries as set out in Note 13.

8. Deferred taxation Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

Assets Liabilities Net

Group2008

RM’0002007

RM’0002008

RM’0002007

RM’0002008

RM’0002007

RM’000

Property, plant and equipment - - (5,299) (5,049) (5,299) (5,049) Allowances 1,371 849 - - 1,371 849 Fair value adjustment at business combination # - - (2,728) (2,735) (2,728) (2,735)

Net tax assets/(liabilities) 1,371 849 (8,027) (7,784) (6,656) (6,935)


44

8. Deferred taxation (continued)

Movement in temporary differences during the year

Group

At 1.1.2007RM’000

Recognisedin incomestatements(Note 20)RM’000

At31.12.2007RM’000

Recognisedin incomestatements(Note 20) RM’000

At31.12.2008RM’000

Property, plant and equipment (6,312) 1,263 (5,049) (250) (5,299) Allowances 578 271 849 522 1,371 Fair value adjustment at business combination # (2,742) 7 (2,735) 7 (2,728)

(8,476) 1,541 (6,935) 279 (6,656)

# Relates to deferred taxation on restructuring of the UPA Group pursuant to its listing scheme in 1996.

9. Inventories

Group2008

RM’0002007

RM’000

Raw materials 11,786 15,757 Work-in-progress 613 369 Manufactured inventories 5,891 5,400 Printing and other machines held for trading 18,480 22,665

36,770 44,191

10. Receivables and deposits

Group Company

Note2008

RM’0002007

RM’0002008

RM’0002007

RM’000

Trade receivables 10.1 39,418 36,688 - - Less: Allowance for doubtful debts 10.2 (2,104) (2,050) - -

37,314 34,638 - -

Subsidiaries – non-trade 10.3 - - 24,292 34,896 Associates – trade 10.4 2,710 3,978 - - – non-trade 10.4 2,585 2,731 - - Other receivables 340 305 - 207 Deposits 10.5 565 110 - - Prepayments 79 70 - -

43,593 41,832 24,292 35,103

10.1 Trade receivables

Trade receivables denominated in currencies other than the functional currency comprise the following:

Group2008

RM’0002007

RM’000

U.S. Dollar 3,146 4,735 Euro 147 - Great Britain Pound 648 229 Japanese Yen 24 81 Singapore Dollar 2,521 1,922 Thai Baht 31 248

6,517 7,215



45


10. Receivables and deposits (continued)

10.2 Allowance for doubtful debts

Bad debts written off against allowance for doubtful debts of the Group amounted to RM353,000 (2007 - RM64,000).

10.3 Subsidiaries

The amounts due from subsidiaries are unsecured, interest free and repayable on demand.

10.4 Associates

The amounts due from associates are unsecured, interest free and repayable on demand. Trade balance of RM2,710,000 (2007 - RM3,978,000) due from an associate is denominated in U.S. Dollar. The non-trade balances is net of allowance for doubtful debts of RM2,000,000 (2007 - RM1,000,000) and net of discount given for machine sales of RM1,200,000 (2007 - Nil).

10.5 Deposits

The deposits are net of allowance for doubtful debts of RM70,000 (2007 - Nil).

11. Cash and cash equivalents

Group Company2008

RM’0002007

RM’0002008

RM’0002007

RM’000

Cash and bank balances 8,021 19,073 87 1,386 Deposits with licensed banks 12,300 - 7,000 -

20,321 19,073 7,087 1,386

12. Share capital and reserves

12.1 Share capital

Group and Company2008 2007

Numberof shares

AmountRM’000

Numberof shares

AmountRM’000

Ordinary shares of RM1.00 each Authorised: At 1 January/31 December 100,000,000 100,000 100,000,000 100,000

Issued and fully paid: At 1 January 66,536,600 66,537 65,595,000 65,595 Issued during the year pursuant to: - Employee share option scheme (“ESOS”) - - 941,600 942

At 31 December 66,536,600 66,537 66,536,600 66,537

12.2 Treasury shares

On 27 June 2008, the shareholders of the Company renewed their approval for the Company to buy-back its own shares. During the fi nancial year, the Company bought back from the open market, 693,000 of its issued ordinary shares of RM1.00 each (“UPA Shares”) listed on the Main Board of Bursa Securities at an average buy-back price of RM1.39 per ordinary share. The total consideration paid for the share buy-back of UPA Shares by the Company during the fi nancial year, including transaction costs, was RM964,341 and was fi nanced by internally generated funds. The UPA Shares bought back are held as treasury shares in accordance with Section 67A Subsection 3(A)(b) of the Companies Act, 1965.

As at 31 December 2008, the Company held 693,000 UPA Shares as treasury shares out of its total issued and paid-up share capital. As at 31 December 2008, the number of outstanding shares in issued and paid up is therefore 65,843,600 ordinary shares of RM1.00 each.


46

12. Share capital and reserves (continued)

12.2 Treasury shares (continued)

None of the treasury shares held were resold or cancelled during the fi nancial year. While the shares are held as treasury shares, the rights attached to them as voting, dividends and participation in other distribution and otherwise are suspended.

12.3 Section 108 tax credit

Subject to agreement by the Inland Revenue Board, the Company has suffi cient tax exempt income and Section 108 tax credit to fully frank its retained earnings at 31 December 2008 if paid out as dividends.

The Finance Act 2007 introduced a single tier company income tax system with effect from year of assessment 2008. As such, the Section 108 tax credit as at 31 December 2008 will be available to the Company until such time the credit is fully utilised or upon expiry of the six-year transitional period on 31 December 2013, whichever is earlier.

13. BorrowingsGroup

2008RM’000

2007RM’000

Current Trust receipts - secured 7,353 15,203 Bankers’ acceptances - secured - 1,190 Finance lease liabilities - secured 151 201 Fixed rate term loans - secured 2,767 2,610

10,271 19,204 Non-current Finance lease liabilities - secured 306 228 Fixed rate term loans - secured 10,949 11,572

11,255 11,800

21,526 31,004

The trust receipts are denominated in foreign currencies as follows:Group

2008RM’000

2007RM’000

U.S. Dollar 6,981 11,761 Japanese Yen 359 2,343

7,340 14,104

The bankers’ acceptances were denominated in foreign currencies as follows:Group

2008RM’000

2007RM’000

U.S. Dollar - 48 Japanese Yen - 1,142

- 1,190

13.1 Security

The term loans are secured by way of legal charges over: (i) certain property, plant and equipment (see Note 3). (ii) certain leasehold land classifi ed as “prepaid lease payments” (see Note 4). (iii) The freehold land classifi ed as investment properties (see Note 7).



47


13. Borrowings (continued)

13.2 Terms and debt repayment schedule

Term loans

Group

Year ofmaturity

CarryingamountRM’000

Under1 year

RM’000

1 - 2years

RM’000

2 - 5years

RM’000

Over 5years

RM’000 2008

Trust receipts 2009 7,353 7,353 - - - Finance lease liabilities 2009 - 2013 457 151 111 195 - Fixed rate term loans 2011 - 2013 13,716 2,767 3,372 7,577 -

21,526 10,271 3,483 7,772 -

2007

Trust receipts 2008 15,203 15,203 - - - Bankers’ acceptances 2008 1,190 1,190 - - - Finance lease liabilities 2008 - 2012 429 201 123 105 - Fixed rate term loans 2011 - 2013 14,182 2,610 3,625 7,154 793

31,004 19,204 3,748 7,259 793 13.3 Finance lease liabilities

Finance lease liabilities are payable as follows:

Minimumlease

payments2008

RM’000

Interest2008

RM’000

Principal2008

RM’000

Minimumlease

payments2007

RM’000

Interest2007

RM’000

Principal2007

RM’000

Less than one year 168 (17) 151 211 (10) 201 Between one and fi ve years 325 (19) 306 247 (19) 228

493 (36) 457 458 (29) 429

14. Provision for warranties Group Group 2008 2007 RM’000 RM’000 At 1 January 168 - Provision made during the year 168 168 Provision used during the year (168) - At 31 December 168 168

Provision for warranties relates to machineries sold during the year. The provision is based on estimates made from historical warranty data associated with similar products. The Group expects to incur most of the liability over the next year.

15. Payables and accruals Group Company 2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000

Trade payables 3,510 5,462 - - Associates - trade 48 - - - - non-trade 423 337 422 337 Other payables 1,913 2,865 620 20 Amount due to a director - non-trade 127 127 - - Accrued expenses 2,120 2,290 - - 8,141 11,081 1,042 357


48

15. Payables and accruals (continued)

15.1 Trade payables denominated in foreign currencies are as follows: Group 2008 2007 RM’000 RM’000

U.S. Dollar 237 479 Singapore Dollar 189 35 Japanese Yen 155 169 Euro 71 - Great Britain Pound - 11

652 694 15.2 The amount due to a director and associates are unsecured, interest free and repayable on demand.

16. Revenue Group Company 2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000 Revenue - sale of goods 128,493 129,635 - - - servicing of machineries 2,851 4,279 - - - commission 7,000 5,378 - - - dividends - - - 8,430 - management fees - - 718 728

138,344 139,292 718 9,158 Cost of sales (108,194) (110,223) - -

Gross profi t 30,150 29,069 718 9,158 Other income 2,557 2,943 - - Distribution costs (5,058) (4,211) - - Administration expenses (4,055) (3,862) (528) (315) Other operating expenses (3,514) (2,846) - - Results from operating activities 20,080 21,093 190 8,843

17. Results from operating activities Group Company 2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000 Results from operating activities are arrived at after charging:

Allowance for doubtful debts 1,955 1,758 - - Amortisation of prepaid lease payments 357 360 - - Auditors’ remuneration Statutory audit - current year 85 86 20 20 - underprovision in prior year - 1 - - Other services by auditors of the Company 4 4 4 4 Other services by affi liate of auditors of the Company 22 53 6 6 Bad debts written off 8 167 - - Depreciation 6,223 5,720 - - Property, plant and equipment written off - 4 - - Provision of warranty 168 168 - - Personnel expenses - Contribution to Employees’ Provident Fund 1,060 1,003 - - - Wages, salaries and others 16,930 16,521 - - Realised loss on foreign exchange - 9 - - Rental expense 261 237 - - Unrealised loss on foreign exchange - 1,478 - - Write-down of inventories 936 100 - -



49


17. Results from operating activities (continued)

Group Company 2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000

and after crediting:

Change in fair value of investment properties - 1,056 - - Gain on disposal of property, plant and equipment 168 344 - - Gross dividends received from unquoted investments: - subsidiaries - - - 7,453 - associates - - - 977 Realised gain on foreign exchange 852 495 - - Rental income 45 55 - - Reversal of allowance for doubtful debts 478 495 - - Unrealised gain on foreign exchange 190 - - -

18. Key management personnel compensation

The key management personnel compensations are as follows:

Group Company 2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000 Directors - Fees 421 421 167 131 - Remuneration 1,436 1,416 - - - Other short-term employee benefi ts (including estimated monetary value of benefi ts-in-kind) 60 192 - - 1,917 2,029 167 131

Other key management personnel: - Short-term employee benefi ts 7 156 - -

1,924 2,185 167 131

Other key management personnel comprises persons other than the Directors of Group entities, having authority and responsibility for planning, directing and controlling the activities of the entity either directly or indirectly.

19. Interest expense Group 2008 2007 RM’000 RM’000 Interest payable on: Bank overdrafts 1 1 Term loans 865 1,005 Finance lease liabilities 20 21 Trust receipts and bankers’ acceptances 719 962

1,605 1,989


50

20. Tax expense

Group Company 2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000 Current tax expense - current 4,923 4,256 162 2,440 - underprovision in prior years 41 107 (5) - Total current tax 4,964 4,363 157 2,440

Deferred tax expense - origination/reversal of temporary differences (214) (473) - - - overprovision in prior years (65) (1,068) - -

Total deferred tax (279) (1,541) - -

4,685 2,822 157 2,440 Share of tax of equity accounted associates 69 182 - -

Total tax expense 4,754 3,004 157 2,440

Reconciliation of effective tax expense Profi t for the year 14,459 15,425 92 6,403 Total tax expense 4,754 3,004 157 2,440

Profi t excluding tax 19,213 18,429 249 8,843

Tax at Malaysian tax rate of 26% (2007 - 27%) 4,995 4,976 65 2,388 Effect of lower tax rate for certain subsidiaries and associates * (16) (131) - - Effect of change in tax rate ** (179) (159) - - Non-deductible expenses 328 803 97 52 Tax incentives (339) (1,432) - - Non-taxable income (19) (255) - - Others 8 163 - - Overprovision in prior years (24) (961) (5) -

Tax expense 4,754 3,004 157 2,440

* With effect from year of assessment 2004, companies with paid-up capital of RM2.5 million and below at the beginning of the basis period for a year of assessment are subject to corporate tax at 20% on chargeable income up to RM500,000.

** The corporate tax rates are 26% for year of assessment 2008 and 25% for the subsequent years of assessment. Consequently deferred tax assets and liabilities are measured using these tax rates.



51


21. Earnings per ordinary share - Group

Basic earnings per ordinary share

The calculation of basic earnings per ordinary share at 31 December 2008 was based on the profi t attributable to equityholders of the Company of RM14,466,000 (2007 - RM15,238,000) and the weighted average number of ordinary shares outstanding calculated as follows:

2008 2007

Issued ordinary shares at beginning of the year 66,536,600 65,595,000 Effect of treasury shares held (430,382) - Effect of exercise of ESOS - 664,250

Weighted average number of ordinary shares 66,106,218 66,259,250

sen sen

Basic earnings per ordinary share 21.88 23.00

Basic earnings per ordinary share is not diluted as there is no potential ordinary share in issue as at balance sheet date.

22. Dividends Dividends recognised in the current year by the Company are: Sen per Total share amount Date of (net of tax) RM’000 payment

2008 Final 2007 ordinary 7.4 4,874 24 July 2008 2007 Final 2006 ordinary 7.3 4,839 20 July 2007

Subsequent to the balance sheet date, the following dividends were proposed by the Directors. These dividends will be recognised in subsequent fi nancial report upon approval by the shareholders.

Sen per Total share amount (net of tax) RM’000

Final 2008 ordinary 7.5 4,938

23. Segmental reporting

Segment information is presented in respect of the Group’s business and geographical segments. The primary format, business segment, is based on Group’s management and internal reporting structure.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise investments, related revenue, loans and borrowings and related expenses, corporate assets and head offi ce expenses and tax assets and liabilities.

Segment capital expenditure is the total cost incurred during the year to acquire property, plant and

equipment.

Inter-segment pricing is determined based on arm’s length terms.


52

23. Segmental reporting (continued)

Business segments

The Group comprises the following main business segments: Manufacturing Manufacturing of paper products and plastic products.

Trading Selling, reconditioning and servicing of printing and printing related machines.

Property investment Investment holdings and investment in industrial and commercial properties.

Geographical segments

In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Segment assets are also based on the geographical location of assets.



53

Notes to the fi nancial statements23

. Seg

men

tal

rep

orti

ng

(con

tin

ued

)

Man

ufa

ctu

rin

gT

rad

ing

Pro

per

ty i

nve

stm

ent/

inve

stm

ent

hol

din

gE

lim

inat

ion

sG

rou

p20

08R

M’0

0020

07R

M’0

0020

08R

M’0

0020

07R

M’0

0020

08R

M’0

0020

07R

M’0

0020

08R

M’0

0020

07R

M’0

0020

08R

M’0

0020

07R

M’0

00

Bu

sin

ess

segm

ents

R

even

ue fr

om e

xter

nal c

usto

mer

s10

1,75

595

,927

36,5

8943

,365

--

--

138,

344

139,

292

In

ter-

segm

ent

reve

nue

--

--

917

718

(917

)(7

18)

--

To

tal s

egm

ent

reve

nue

101,

755

95,9

2736

,589

43,3

6591

771

8(9

17)

(718

)13

8,34

413

9,29

2

Se

gmen

t re

sult

17,4

4315

,972

3,31

14,

406

(674

)71

5-

-20

,080

21,0

93

In

tere

st e

xpen

se(1

,605

)(1

,989

)

Inte

rest

inco

me

425

237

Sh

are

of p

rofi t

/(lo

ss)

afte

r ta

x an

d

m

inor

ity

inte

rest

of e

quit

y ac

coun

ted

asso

ciat

es24

4(1

,094

)

Tax

expe

nse

(4,6

85)

(2,8

22)

P

rofi

t fo

r th

e ye

ar14

,459

15,4

25

Se

gmen

t as

sets

106,

028

122,

071

48,0

0051

,152

14,4

0011

,576

--

168,

428

184,

799

U

nallo

cate

d as

sets

23,7

479,

970

192,

175

194,

769

Se

gmen

t lia

bilit

ies

4,86

16,

506

2,26

94,

253

1,17

949

0-

-8,

309

11,2

49

Una

lloca

ted

liabi

litie

s32

,320

40,5

69

40,6

2951

,818

A

llow

ance

for

doub

tful

deb

ts1,

000

1,45

895

530

0-

--

-1,

955

1,75

8

Am

orti

sati

on o

f pre

paid

leas

e pa

ymen

ts21

021

595

145

52-

--

357

360

C

hang

e of

fair

val

ue o

f inv

estm

ent

prop

erti

es-

--

--

1,05

6-

--

1,05

6

Cap

ital

exp

endi

ture

2,94

95,

322

4,02

843

2-

--

-6,

977

5,75

4

Dep

reci

atio

n5,

905

5,45

531

826

5-

--

-6,

223

5,72

0

Prov

isio

n fo

r w

arra

nty

--

-16

8-

--

--

168

W

rite

-dow

n of

inve

ntor

ies

200

100

736

--

--

-93

610

0

G

eogr

aphi

c se

gmen

ts b

y lo

catio

n of

cus

tom

ers

Mal

aysi

aN

orth

Am

eric

aE

uro

pe

Asi

a P

acifi

cC

onso

lid

ated

2008

RM

’000

2007

RM

’000

2008

RM

’000

2007

RM

’000

2008

RM

’000

2007

RM

’000

2008

RM

’000

2007

RM

’000

2008

RM

’000

2007

RM

’000

R

even

ue fr

om e

xter

nal c

usto

mer

s80

,379

90,0

7419

,713

25,5

9426

,615

14,4

6711

,637

9,15

713

8,34

413

9,29

2 T

he G

roup

’s as

sets

are

loca

ted

in M

alay

sia.

Cap

ital

exp

endi

ture

incu

rred

was

als

o in

Mal

aysi

a. T

hese

cou

ld n

ot b

e al

loca

ted

to t

he g

eogr

aphi

cal s

egm

ents

.


54

24. Capital commitment Group 2008 2007 RM’000 RM’000 Plant and equipment Contracted but not provided for 2,600 -

25. Contingent liabilities - unsecured Group Company 2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000 Guarantee given to a fi nancial institution in respect of machine sales 7,144 - - - Corporate guarantee to banks in respect of banking facilities granted to subsidiaries - - 117,538 113,967 Corporate guarantee to banks in respect of banking facilities granted to associate 2,800 2,800 2,800 2,800

26. Financial instruments

Financial risk management objectives and policies

Exposure to credit, foreign currency, liquidity and interest rate risks arises in the normal course of the Company’s business. The Group’s policies for managing each of these risks are summarised below:

Credit risk

Management has an established credit policy and the exposure to credit risk is monitored regularly. Credit evaluations are performed on customers requiring credit over a certain amount. The Group and the Company do not require collateral in respect of fi nancial assets.

At balance sheet date, the fi ve (5) largest debtors account for 31% (2007 - 28%) of total receivables. Except for this, there were no signifi cant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of the receivables presented in the balance sheet.

Interest rate risk

The Group’s exposure to this risk arises from deposits and borrowings with licensed banks. The deposits are placed with varying interest rates and maturity dates. Similarly, various fi nancial products are used to borrow and these include term loan, overdraft, fi nance lease liability and trade fi nancing so that the Group is not fully dependent on a single class of fi nancial product.

The Group does not hedge its exposure arising from interest rate risk.

Foreign currency risk

The Group incurs foreign currency risk on sales and purchases that are denominated in currencies other than Ringgit Malaysia. The currencies giving rise to this risk are mainly U.S. Dollar, Euro, Great Britain Pound, Japanese Yen, Singapore Dollar and Thailand Baht.

The Group manages this risk by selectively hedging, through forward currency contracts, its trade receivables and trade payables denominated in foreign currencies. Hedging contract entered into is based on judgement made by the Directors in relation to the signifi cance and future trend of the foreign currencies being exposed.

Liquidity risk

The Group monitors and maintains a level of cash and cash equivalents and bank facilities deemed adequate by management to fi nance the Group’s operations and to mitigate the effects of fl uctuations in cash fl ows.

Effective interest rates and repricing analysis

In respect of interest-earning fi nancial assets and interest-bearing fi nancial liabilities, the following table indicates their effective interest rates at the balance sheet date and the periods in which they mature, or if earlier, reprice.



55

Notes to the fi nancial statements26

. Fin

anci

al i

nst

rum

ents

(co

nti

nu

ed)

Eff

ecti

ve in

tere

st r

ates

and

rep

rici

ng a

naly

sis

(Con

tinu

ed)

Ave

rage

effe

ctiv

ein

tere

st

rate

s%

Tota

lR

M’0

00

Les

s th

an1

year

RM

’000

1 - 2

year

sR

M’0

00

2 –

3ye

ars

RM

’000

3 –

4ye

ars

RM

’000

4 –

5 ye

ars

RM

’000

Mor

e th

an

5 ye

ars

RM

’000

20

08

G

rou

p

Flo

atin

g ra

te i

nst

rum

ents

Trus

t re

ceip

ts3.

35(7

,353

)(7

,353

)-

--

--

F

ixed

rat

e in

stru

men

ts

D

epos

its

wit

h lic

ense

d ba

nks

2.87

12,3

0012

,300

--

--

-

Te

rm lo

ans

7.64

(13,

716)

(2,7

67)

(3,3

72)

(3,5

36)

(2,6

98)

(1,3

43)

-

Fina

nce

leas

e lia

bilit

ies

3.03

(457

)(1

51)

(111

)(1

95)

--

-

C

omp

any

F

ixed

rat

e in

stru

men

ts

D

epos

its

wit

h a

licen

sed

bank

3.00

7,00

07,

000

--

--

-

20

07

Gro

up

F

loat

ing

rate

in

stru

men

ts

Tr

ust

rece

ipts

6.17

(15,

203)

(15,

203)

--

--

-

Bank

ers’

acc

epta

nces

1.35

(1,1

90)

(1,1

90)

--

--

-

F

ixed

rat

e in

stru

men

ts

Te

rm lo

ans

6.48

(14,

182)

(2,6

10)

(3,6

22)

(2,9

34)

(2,0

81)

(2,1

41)

(794

)

Fi

nanc

e le

ase

liabi

litie

s3.

97(4

29)

(201

)(1

23)

(105

)-

--


56

26. Financial instruments (continued)

Fair values

Recognised fi nancial instruments

At balance sheet date, the carrying amounts of receivables, payables, cash and cash equivalents and short term borrowings approximate fair value due to the relatively short term nature of these fi nancial instruments.

The fair values of other fi nancial liabilities are as follows:

2008 2008 2007 2007 Carrying Fair Carrying Fair amount value amount value Group RM’000 RM’000 RM’000 RM’000

Fixed rate term loans 13,716 11,691 14,182 11,625 Finance lease liabilities 457 405 429 383

The fair values of the fi xed rate term loan and fi nance lease liabilities have been determined by discounting the relevant cash fl ows using the current interest rates ranging from 3.5% to 6.5% (2007 - 6.75%) for similar instruments at the balance sheet date.

Unrecognised fi nancial instruments

The contracted nominal amount and fair value of fi nancial instruments not recognised in the balance sheet as at 31 December are:

2008 2008 2007 2007 Nominal Fair Nominal Fair amount value amount value Group RM’000 RM’000 RM’000 RM’000

Forward foreign exchange contracts 5,474 5,476 4,527 4,478

The fair value of forward foreign exchange has been determined by reference to market prices as at the balance sheet date.

27. Related parties

For the purposes of these fi nancial statements, parties are considered to be related to the Group or the Company if the Group or the Company has the ability, directly or indirectly, to control the party or exercise signifi cant infl uence over the party in making fi nancial and operating decisions, or vice versa, or where the Group or the Company and the party are subject to common control or common signifi cant infl uence. Related parties may be individuals or other entities.

The Group has a related party relationship with its subsidiaries (Note 28) and associates (Note 6), Directors and key management personnel.

Key management personnel are defi ned as those persons having authority and responsibility for planning, directing and controlling the activities of the Group either directly or indirectly. The key management personnel includes all the Directors of the Group, and certain members of senior management of the Group.



57


27. Related parties (continued)

Signifi cant related party transactions of the Group and the Company, other than key management personnel compensation, are as follows:

Transaction amount Group Company 2008 2007 2008 2007 Note RM’000 RM’000 RM’000 RM’000 Subsidiaries Management fees - - (707) (718) Dividend received - - - (7,453) Associates Dividend received - - - (977) Rental expense payable 270 221 - - Sales of machine - (214) - - Sales of text books (2,914) (3,099) - - Allowance for doubtful debts (1,000) (1,000) - - Discount given on machine sales (1,200) - - -

Affi liated company Sales of text books (208) (200) - -

Key management personnel Kok Kam Moi Purchase of motor vehicle a - 85 - -

With person connected to Director of a subsidiary, namely: Lee Mui Kien Purchase of motor vehicle b 12 - - -

These transactions have been entered into in the normal course of business and have been established under negotiated terms.

Note a Kok Kam Moi, a Director of the Company, bought a motor vehicle from UPA Press Sdn. Bhd., a subsidiary.

Note b The spouse of Lee Mui Kien, a Director of a subsidiary, bought a motor vehicle from UPA Press Sdn. Bhd., a

subsidiary.


58

27. Related parties (continued)

As of 31 December 2008, amounts owing by/(to) related parties are as follows:

Doubtful Gross Allowance receivables balance for doubtful Net balance recognised outstanding debts outstanding for the at at at year ended 31 December 31 December 31 December 31 December RM’000 RM’000 RM’000 RM’000 Group

2008 Included in: Receivables and deposits Associate - trade 2,710 - 2,710 - - non-trade 4,585 (2,000) 2,585 (1,000)

Payables and accruals Associate - trade 48 - 48 - - non-trade 423 - 423 -

2007

Included in: Receivables and deposits Associate - trade 3,978 - 3,978 - - non-trade 3,731 (1,000) 2,731 (1,000)

Payables and accruals Associate - non-trade 337 - 337 -

Company

2008

Included in: Payables and accruals Associate - non-trade 423 - 423 -

2007 Included in: Payables and accruals Associate - non-trade 337 - 337 -



59


28. Subsidiaries in the Group

The principal activities of the subsidiaries in the Group, all of which are incorporated in Malaysia, and the interest of UPA Corporation Bhd. are as follows:

Effective

Name of company Principal activities ownership interest 2008 2007 % %

UPA Press Sdn. Bhd. Manufacturing of paper products 100 100 UPA Machinery Sdn. Bhd. Selling, reconditioning and servicing 100 100 of printing and printing related machines

UPA Plastik Sdn. Bhd. Marketing of plastic products 100 100

Macro Plastic Sdn. Bhd. Manufacturing and trading of 100 100 plastic products

Wangsa Seputih Sdn. Bhd. Property investment and trading 100 100 of machines

Sukiwa Corporation Sdn. Bhd. Investment holding and property 82 82 and its subsidiary: investment

Danau Cekal Sdn. Bhd. Property investment 82 82

UPA Overseas Sdn. Bhd. Dormant 100 100

29. Acquisition of minority interest

On 18 July 2008, the Group acquired an additional 0.29% interest in Sukiwa Corporation Sdn. Bhd. (“SCSB”) for RM26,000 in cash, increasing its ownership from 81.75% to 82.04%. The carrying amount of SCSB’s net assets in the consolidated fi nancial statements on the date of acquisition was RM24,000. The Group recognised a decrease in minority interest of RM26,000.

30. Signifi cant event

On 6 August 2008, the Company has entered into a Share Sale Agreement with Swan Printing Sdn. Bhd. to dispose of 525,000 ordinary shares of RM1.00 each representing the Group’s remaining 35% equity interest in Trinity Venture Sdn. Bhd. for a consideration of RM5.18 million. As at balance sheet date, the sale has not been completed and a 10% deposit equivalent to RM518,000 has been received by the Company.

31. Subsequent event

On 8 January 2009, Macro Plastic Sdn. Bhd., a wholly-owned subsidiary, subscribed for 495,000 ordinary shares of THB 100 at par, representing 99% equity interest in Macroplas Industries Co. Ltd. (“MICL”), a company incorporated in Thailand for a total consideration of THB49.5 million payable in cash. The intended principal activity of MICL is manufacturing of plastic packaging materials.


60


32. Comparative fi gures

The following comparative fi gures have been reclassifi ed to conform to the current year’s presentation.

Group As As previously restated stated RM’000 RM’000 Balance sheets Deferred tax assets 849 774 Deferred tax liabilities (7,784) (7,709)

Income statements Administrative expenses (3,862) (4,595) Other operating expenses (2,846) (2,113)


61

Statement by Directors pursuant to

Section 169(15) of the Companies Act, 1965

In the opinion of the Directors, the fi nancial statements set out on pages 23 to 60 are drawn up in accordance with

Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the

fi nancial position of the Group and of the Company as of 31 December 2008 and of their fi nancial performance

and cash fl ows for the year then ended.

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

…………………………………………………………Chua Ngeun Lok

…………………………………………………………Kok Kam Moi

Kuala Lumpur,Date: 27 April 2009


62

I, Wong Kok Wah, the offi cer primarily responsible for the fi nancial management of UPA Corporation Bhd.,

do solemnly and sincerely declare that the fi nancial statements set out on pages 23 to 60 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 in Kuala Lumpur on 27 April 2009.

...………………………………..

Wong Kok Wah

Before me:

Statutory declaration pursuant to

Section 169(16) of the Companies Act, 1965


63

Independent auditors’ report to the members of

UPA Corporation Bhd.

Report on the Financial Statements

We have audited the fi nancial statements of UPA Corporation Bhd., which comprise the balance sheets as at 31 December 2008 of the Group and of the Company, and the income statements, statements of changes in equity and cash fl ow statements of the Group and of the Company for the year then ended, and a summary of signifi cant accounting policies and other explanatory notes, as set out on pages 23 to 60.

Directors’ Responsibility for the Financial Statements

The Directors of the Company are responsible for the preparation and fair presentation of these fi nancial statements in accordance 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 fi nancial 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 fi nancial 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 fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on our judgment, including the assessment of risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the fi nancial statements in order to design audit procedures that are appropriate 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 policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the fi nancial statements.

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

Opinion

In our opinion, the fi nancial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the fi nancial position of the Group and of the Company as of 31 December 2008 and of their fi nancial performance and cash fl ows 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 subsidiaries have been properly kept in accordance with the provisions of the Act.

b) We are satisfi ed that the accounts of the subsidiaries that have been consolidated with the Company’s fi nancial statements are in form and content appropriate and proper for the purposes of the preparation of the fi nancial statements of the Group and we have received satisfactory information and explanations required by us for those purposes.

c) Our audit reports on the accounts of the subsidiaries did not contain any qualifi cation 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 this report.

KPMG Ow Peng LiFirm Number: AF 0758 Approval Number: 2666/09/09(J)Chartered Accountants Chartered Accountant

Petaling Jaya, SelangorDate: 27 April 2009


64

Authorised share capital : RM 100,000,000Issued and fully paid up share capital : RM 66,536,600Class of share : Ordinary share of RM 1.00 eachVoting right : One voting right for each ordinary share

DISTRIBUTION OF SHAREHOLDERS AS AT 8 MAY 2009

Holdings No. of % Total % holders holdings

Less than 100 295 10.37 15,250 0.02100 to 1,000 190 6.68 132,891 0.201,001 to 10,000 2,071 72.79 5,994,169 9.0110,001 to 100,000 235 8.26 6,873,318 10.33100,001to less than 5% of the issued shares 53 1.86 19,541,731 29.37

5% and above of the issued shares 1 0.04 33,979,241 51.07

Total 2845 100.00 66,536,600 100.00

30 LARGEST SHAREHOLDERS AS AT 8 MAY 2009

Name No. of % share

1 UPA Holdings Sdn Bhd 33,979,241 51.072 Mastercraft Products Sdn Bhd 2,259,530 3.403 Kok Kam Moi 961,310 1.444 EB Nominees (Tempatan) Sdn Bhd 879,000 1.32 - Pledged securities account for Mohamed Zameel Bin Mohamed Hussain5 CIMSEC Nominees (Tempatan) Sdn Bhd 654,500 0.98 - Pledged securities account for Raja Nong Chik B. Raja Zainal Abidin6 Yeo Wee Thow @ Yeo Ngo Tee 645,750 0.977 Chu Soong Tau 640,000 0.968 Maybank Securities Nominees (Tempatan) Sdn Berhad 600,000 0.90 - Pledged securities account for Mohamed Zameel Bin Mohamed Hussain9 Malaysia Nominees (Tempatan) Sdn Bhd 545,100 0.82 - Great Eastern Life Assurance (Malaysia) Berhad (DR)10 Malaysia Nominees (Tempatan) Sendirian Berhad 466,600 0.70 - Great Eastern Life Assurance (Malaysia) Berhad (LGF)11 Lee Seow Chang 463,234 0.7012 Malaysia Nominees (Tempatan) Sendirian Berhad 423,600 0.64 - Great Eastern Life Assurance (Malaysia) Berhad (LPF)13 Lim Seng Heng 422,683 0.6414 Abdul Aziz bin Mohd Zain 420,000 0.6315 Chu Kok Keng 420,000 0.6316 Citigroup Nominees (Tempatan) Sdn Bhd 420,000 0.63 - Pledged securities account for Chua Ngeun Lok17 CIMSEC Nominees (Tempatan) Sdn Bhd 399,039 0.60 - Pledged securities account for Chua Ngeun Lok18 Chang Ching Chau @ Tew King Chang 362,000 0.5419 K.L. Union Trading (Paper) Sdn Bhd 360,800 0.5420 Ng Seow Sing 350,000 0.5321 Quality Synthetics (M) Sdn Bhd 350,000 0.5322 Lee Mui Kien 349,690 0.5323 Chu Sheng Taur 342,450 0.5124 Golden Circle Resources Sdn Bhd 322,000 0.4825 Mepro Holdings Berhad 306,700 0.46

Analysis Of ShareholdingsAs At 8 May 2009


65

26 HLB Nominees (Tempatan) Sdn Bhd 300,000 0.45 - Pledged securities account for Mohamed Zameel Bin Mohamed Hussain27 Linkall Enterprises Ltd 292,500 0.4428 Loh Lai Kim 282,000 0.4229 Chua Ah Lak 280,600 0.4230 Ma Huak Huang 259,446 0.39

SUBSTANTIAL SHAREHOLDER AS AT 8 MAY 2009(as per Register of Substantial Shareholders) No. of ordinary shares held Name Direct % Indirect %

1 UPA Holdings Sdn Bhd 33,979,241 51.07 - -2 Kok Kam Moi 961,310 1.44 34,049,241# 51.173 Chua Ngeun Lok 819,039* 1.23 35,060,121# 52.694 Chua Ngeun Seong 350,080** 0.53 35,329,080# 53.105 Ma Huak Huang 259,446 0.39 35,274,096# 53.01

Note : * representing 399,039 ordinary shares held under CIMSEC Nominees (Tempatan) Sdn Bhd and 420,000 ordinary shares held under Citigroup Nominees (Tempatan) Sdn Bhd

**including 182,080 ordinary shares held under Citigroup Nominees (Tempatan) Sdn Bhd # Deemed interested by virtue of Section 6A (4) and Section 122 A of the Companies Act, 1965

DIRECTORS’ SHAREHOLDINGS AS AT 8 MAY 2009(as per Register of Directors’ Shareholdings) No. of ordinary shares held Name Direct % Indirect %

1 Chua Ah Lak 280,600 0.42 93,000## 0.142 Kok Kam Moi 961,310 1.44 34,049,241# 51.173 Chua Ngeun Lok 819,039* 1.23 35,060,121# 52.694 Chua Ngeun Seong 350,080** 0.53 35,329,080# 53.105 Ma Huak Huang 259,446 0.39 35,274,096# 53.016 Yeo Wee Thow @ Yeo Ngo Tee 820,750 1.23 896,000# 1.35 Note : * representing 399,039 ordinary shares held under CIMSEC Nominees (Tempatan) Sdn Bhd and

420,000 ordinary shares held under Citigroup Nominees (Tempatan) Sdn Bhd **including 182,080 ordinary shares held under Citigroup Nominees (Tempatan) Sdn Bhd # Deemed interested by virtue of Section 6A (4) and Section 122 A of the Companies Act, 1965 ## Deemed interested by virtue of Section 122A of the Companies Act, 1965

Analysis Of Shareholdings


66

Proprietor Location Tenure(expiry of lease)

Description of existing use

Land Area/ built-uparea (sq.metres)

Date ofrevaluation/acquisition

EstimatedAge ofBuilding(years)

Net BookValueRM

UPA Press Lot 27678 Mukim Of Kuala Lumpur,Sdn Bhd Wilayah Persekutuan Lot 27678, Simpang Salak South Industrial Area, Batu 5 1/2, Jalan Sungai Besi, Kuala Lumpur.

Building – Factory and 3 storey -/7,000 20-4-1996/- 35 2,257,175 offi ce building

Land Leasehold Land on which a 10,049/- 20-4-1996/- – 2,584,067 20-4-2071 factory and 3 storey offi ce building was built

UPA Press P.T. No 19514 Mukim Of Petaling. Leasehold 3 storey shop-lotSdn Bhd Wilayah Persekutuan 11-11-2076 and offi ce building 126/388 20-4-1996/- 30 654,778 52, Jalan Mega Mandung, Batu 5, Jalan Kelang Lama, Kuala Lumpur.

UPA Press No. 12-1A Jalan 3/116B, Freehold One unit of -/87 20-4-1996/- 19 60,444Sdn Bhd Kuchai Enterpreneurs’ Park, apartment for staff Off Jalan Kuchai Lama, Kuala Lumpur. accommodation.

UPA Press P.T. No 3473 Mukim Of Petaling, Leasehold Factory for -/9,000 20-4-1996/- 14 6,396,805Sdn Bhd Selangor. 10-1-2089 reconditioning of Lot 3, Jalan 6/1, machinery Seri Kembangan Industrial Estate, Seri Kembangan, Selangor Darul Ehsan. ( Building only ) Offi ce -/1,486 20-4-1996/- 10 1,112,244

UPA Press HS (D) 62387 Lot 8228, Leasehold Land on which a 10,445/ -/2005 39 8,876,584Sdn Bhd Mukim Of Petaling, 11-11-2065 2 storey factory and 8,500 Daerah Kuala Lumpur, offi ce building was Wilayah Persekutuan. built

UPA Press HS (D) 381 PT28156, Leasehold Factory and 2 storey 3,342/500 -/2005 15 5,723,401Sdn Bhd Mukim Of Kuala Lumpur, 31-12-2065 offi ce building Daerah Kuala Lumpur, Wilayah Persekutuan.

Wangsa P.T. No 3473 Mukim Of Petaling, Leasehold Land on which an 16,214/- 20-4-1996/- – 4,229,241Seputih Selangor. 10-1-2089 offi ce and a factory Sdn Bhd Lot 3, Jalan 6/1, for reconditioning Seri Kembangan Industrial Estate, of machinery was Seri Kembangan, built Selangor Darul Ehsan. ( Land Only )

Sukiwa Lot 5811 Mukim Of Petaling, Freehold Vacant Land 30,882/- 24-2-2007/- – 5,950,000Corporation Selangor.Sdn Bhd

Danau Lot 5813 Mukim Of Petaling, Freehold Vacant Land 20,764/- 24-2-2007/- – 4,000,000Cekal Selangor.Sdn Bhd

UPA HS (M) 13714 P.T. No 3746 Leasehold Land on which a 16,372/- 12-12-2005/- – 7,523,237Machinery Mukim Of Petaling, 20-1-2089 factory was builtSdn Bhd Selangor.

Building – Factory -/5,000 26-11-2008 1 3,977,728

Particulars Of Propertiesat 31 December 2008


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Proxy Form

I/We.......................................................................NRIC No./Company No...........................................................

of............................................................................................................................................................................

being (a) member(s) of UPA CORPORATION BHD.(384490-P), hereby appoint

...............................................................................................................................................................................

of............................................................................................................................................................................or failing whom THE CHAIRMAN OF THE MEETING as my/our proxy to vote for me/us on my/our behalf at the Thirteenth Annual General Meeting of the Company to be held at Congress II, Lower Ground Level, Palace of the Golden Horses, MINES Resort City, Jalan Kuda Emas, 43300 Seri Kembangan, Selangor Darul Ehsan on Friday, 26 June 2009 at 11.30 a.m. and at any adjournment thereof in respect of my/our shareholding in the manner indicated below:-

No. Resolution For Against

1 Reports and Audited Financial Statements

2 Declaration of First and Final Dividend

3 Payment of Directors’ Fees

4 Re-election of Mr. Kok Kam Moi as Director

5 Re-election of Mr. Yeo Wee Thow @ Yeo Ngo Tee as Director

6 Re-appointment of Auditors and authorising Directors to fi x their remuneration

7 Authority pursuant to Section 132D of the Companies Act, 1965

8 Proposed Renewal of Share Buy-Back Authority

(Please indicate with an “X” in the spaces provided whether you wish your votes to be cast for or against the resolutions. In the absence of specifi c directions, your proxy will vote or abstain from voting as he thinks fi t).

No. of shares held

...............................................................Signature of Shareholder

(If Corporation, this part should be executed under Seal)Dated this .......... day of .......................2009.

Notes:

1. A member entitled to attend and vote at this Meeting is entitled to appoint a proxy to attend and to vote in his stead. A proxy may but need not be a member of the Company.

2. The instrument appointing a proxy shall be in writing signed by the appointor or his attorney duly authorised in writing, or if the appointor is a corporation, either under its common seal or signed by an offi cer or attorney duly authorised.

3. The instrument of a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certifi ed copy thereof must be deposited at the Registered Offi ce of the Company at No. 53A, Jalan SS21/1A, Damansara Utama, 47400 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight(48) hours before the time set for holding the meeting or at any adjournment thereof.

"


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