on cover Our Home - malaysiastock.biz 51% PEMBANGUNAN PRIMER SDN BHD 51% PUNCAK GAMA SDN BHD 51%...

annual report 2008

on cover

Our Homeupholding strength, fulfilling dreams

new launch

Iris Gardendesign for healty & comfort living

CONTENTS3 Corporate Structure 4 Corporate Information 6 Group Financial Highlights

8 Chairman’s Statement 12 Managing Director’s Review of Operations 20 Board of Directors

22 Directors’ Profile 28 Management Team 30 Corporate Calendar 33 Corporate Governance Statement

40 Audit Committe Report 44 Statement of Internal Control 45 Corporate Social Responsibility

47 Recurrent Related Party Transactions 51 Financial Statements 145 List of Properties

147 Analysis of Shareholdings/Irredeemable Convertible Unsecured Loan Stockholdings/Warrants Holdings

156 Notice of Ninth Annual General Meeting

165 Statement Accompanying Notice of Annual General Meeting of the Company

FORM OF PROXY

Living in Comfort Harmony

Finding a comfortable home is the ultimate aim for one's

living and this need can cost more than what a person could

afford monetarily. In fulfilling this dream one must be able to

discover the home partner that could realise this at an

affordable value. For LBS, being a developer to help them in

making their comfortable home ownership dream a reality is

itself a great challenge. For LBS, holding such responsibility

and commitment to the society and delivering this dream to the

people has always been LBS goal in achieving its success.

COVER RATIONALE

annual report 2008

on cover

Our Homeupholding strength, fulfilling dreams

new launch

Iris Gardendesign for healty & comfort living

CORPORATE VISIONTo gain recognition as a responsible and reputable property developer.

CORPORATE MISSIONTo constantly strive to uphold our ability in…

- Building affordable and quality homes (to our purchasers)

- Enhancing shareholder's value (to our shareholders)

- Providing a good career path and at the same time, being a caring

employer (to our employees)

- Fulfilling our social responsibilities as a mindful and good

corporate citizen (to our community)

SEAMLESSBEAUTYA LANDSCAPE THAT AMAZED YOU.

LBS BINA GROUP BERHAD

ANNUAL REPORT 20082/3

Corporate Structureas at 30 April 2009

60%

HEALTHGUARD

MEDICARE SDN BHD

100% TEPUKAN SENJA SDN BHD

90% GALERI CEKAP SDN BHD

80% PRIMA UTUH SDN BHD

71% GENERASI SIMBOLIK

SDN BHD

70% ALUNAN PRESTASI

SDN BHD

70% FOKUS AWANA SDN BHD

70% INTELSTYLE SDN BHD

70% JAUHARI UNGGUL

SDN BHD

70% JOHAN ANGGUN SDN BHD

70% PRISTINE SUNRISE (M)

SDN BHD

55% SEPADAN MAJU SDN BHD

51% AZAM PERSPEKTIF SDN BHD

51% BAYU CERGAS SDN BHD

51% JATIDIRI GIGIH SDN BHD

51% MAYANG JELATEK

SDN BHD

51% PEMBANGUNAN PRIMER

SDN BHD

51% PUNCAK GAMA SDN BHD

51% UTUH ASPIRASI SDN BHD

35% USAHA SEMARAK SDN BHD

35% CASA INSPIRASI SDN BHD

30% DATARAN ENIGMA

SDN BHD

30% SAMBUNGAN AKTIF

SDN BHD

30% SELOKA KUALITI SDN BHD

30% WIRAMA ERA BARU

SDN BHD

100% ADIL RESTU SDN BHD

100% ANGSANA ABADI SDN BHD

100% CERGAS ASAL (M) SDN BHD

100% EQUAL ALLIANCE SDN BHD

100% EQUAL SIGN SDN BHD

100% FOCAL REMEDY SDN BHD

100% GENERASI NOSTALGIA

SDN BHD

100% INDERALOKA IMPIAN

SDN BHD

100% INTELLVIEW SDN BHD

100% KALIMAH JAYA SDN BHD

51% UTUH SEJAGAT

SDN BHD

100% KILATLIMA SDN BHD

100% LBS CAPITAL SDN BHD

100% LBS MAJU SDN BHD

100% LBS PROPERTIES SDN BHD

100% MAJU KAMABISA SDN BHD

100% MISI AKTIF SDN BHD

100% MITC SDN BHD

51% MITC ENGINEERING

SDN BHD

100% PELANGI HOMES SDN BHD

100% PRISMA KASTURI SDN BHD

100% SAGA MEGAH SDN BHD

100% SERIBU BAIDURI SDN BHD

100% SINARAN RESTU SDN BHD

100% DOLOMITE SUNGAI

SIPUT SDN BHD

100% JUARAPLEX SDN BHD

100% KENDERONG

SDN BHD

100% KERANJI BINA

SDN BHD

100% LINGKARAN

SEMANGAT SDN BHD

100% PACIFIC GRANT

SDN BHD

100% SILIBIN JAYA

SDN BHD

55% NILAM MEWAH

SDN BHD

100%

LBS BINA HOLDINGSSDN BHD

100%

SAGA SERATASDN BHD

60%

SPJ CONSTRUCTIONSDN BHD

100%

MAJU KEPUNYAANSDN BHD

100%

LBS LANDSCAPESDN BHD

100%

DRAGON HILLCOPORATION LIMITED

100%

INTELLPLACEHOLDINGS LIMITED

100%

LINKWAY PROPERTYCO., LTD

100%

LAMDEAL

CONSOLIDATED

DEVELOPMENT

LIMITED

100%

LAMDEAL GOLF

& COUNTRY

CLUB LIMITED

60%

ZHUHAI

INTERNATIONAL

CIRCUIT

CONSOLIDATED

DEVELOPMENT

LIMITED

60%

ZHUHAI

INTERNATIONAL

CIRCUIT GOLF &

COUNTRY CLUB

LIMITED

100%

ZHUHAI

INTERNATIONAL

CIRCUIT

CONSOLIDATED

DEVELOPMENT

(HK) LIMITED

100%

LAKEWOOD

GOLF &

COUNTRY

CLUB (HK)

LIMITED

BVI

HK

HKHK

PRCPRC

HK

HK

BVI - The British Virgin Islands

HK - Hong Kong

PRC - The People’s Republic of China

BVI

Corporate Information

AUDIT COMMITTEE

Dato' Kamaruddin bin

Abdul Ghani (Chairman)

Maj Jen (B) Dato'

Mohamed Isa bin Che Kak

Dato' Wong Woon Yow

Kong Sau Kian

NOMINATION ANDREMUNERATIONCOMMITTEE

Kong Sau Kian (Chairman)


Abdul Ghani

Dato' Lim Hock San

Datuk Lim Hock Guan

Tan Sri Dato' Seri (Dr) Haji

Abu Hassan bin Haji Omar

Maj Jen (B) Dato'


ESOS COMMITTEE

Maj Jen (B) Dato'


(Chairman)

Datuk Lim Hock Guan

Chia Lok Yuen

Mohd Fazil bin Shafie

Kong Sau Kian

Tan Sri Dato' Seri (Dr) Haji

Abu Hassan bin Haji Omar

PSM, SPMS, SMT, PIS,

FCILT, FMIP

(Independent Non-Executive

Director)

Maj Jen (B) Dato'


JSD, KMN, PPT, SMP,

DSDK, JMN, DPTS, PSAT


Director)

Dato' Wong Woon Yow

DSSA


Director)



Director)

Kong Sau Kian


Director)

BOARD OF DIRECTORS

Dato' Seri Lim Bock Seng

SSSA, DPMS, AMN

(Chairman)


Abdul Ghani

DIMP, SMP, AMN

(Vice Chairman and Senior

Independent Non-Executive

Director)

Dato' Lim Hock San

DSSA, JP

(Managing Director)

Datuk Lim Hock Guan

DMSM, PJK, JP

(Executive Director)

Dato' Lim Hock Sing

DIMP, JP


Datuk Lim Hock Seong

DMSM


Chia Lok Yuen




RISK MANAGEMENTCOMMITTEE

Dato' Lim Hock San

(Chairman)

Datuk Lim Hock Guan

Chia Lok Yuen

Chang Yee Khim

Chew Wee Seong

Yeoh Keong Hoong

COMPANY SECRETARIES

Lee Ching Ching

Phang Ai Tee

REGISTERED OFFICE

Plaza Seri Setia Level 1-4

No. 1 Jalan SS9/2

47300 Petaling Jaya

Selangor Darul Ehsan

Tel : 603 7877 7333

Fax : 603 7877 7111

BUSINESS ADDRESSES

HEAD OFFICEPlaza Seri Setia Level 1-4

No. 1 Jalan SS9/2

47300 Petaling Jaya


Malaysia

Tel : 603 7877 7333

Fax : 603 7877 7111

IPOHNo. 17 Medan Ipoh 1A

Medan Ipoh Bistari

31400 Ipoh

Perak Darul Ridzuan

Malaysia

Tel : 605 255 8820

Fax : 605 254 4225

CAMERON HIGHLANDSB-G-10 & B-G-12 Block B

Jalan Royal Lily 1

Taman Royal Lily

39000 Tanah Rata

Cameron Highlands

Pahang Darul Makmur

Malaysia

Tel : 605 491 5018

Fax : 605 491 5020

BATU PAHATNo. 22 Jalan Kundang

Taman Bukit Pasir

83000 Batu Pahat

Johor Darul Takzim Malaysia

Tel : 607 438 8688

Fax : 607 438 8233

REGISTRAR

Epsilon Registration Services

Sdn Bhd (629261-T)

Level 17 The Gardens

North Tower

Mid Valley City

Lingkaran Syed Putra

59200 Kuala Lumpur

Malaysia

Tel : 603 2264 3883

Fax : 603 2282 1886

corporate information

SOLICITORS

Cheah Poh Gek & Associates

Manjit Singh Sachdev,

Mohammad Radzi & Partners

Rashid Asari & Co.

Steven Tai, Wong & Partners

AUDITORS

UHY Diong

PRINCIPAL BANKERS

Affin Bank Berhad

AmBank (M) Berhad

Bank Kerjasama Rakyat Malaysia Berhad

CIMB Bank Berhad

Export-Import Bank of Malaysia Berhad

HSBC Bank Malaysia Berhad

Public Bank Berhad

STOCK EXCHANGE LISTING

Main Board,

Bursa Malaysia Securities Berhad

WEBSITE

www.lbs.com.my

EMAIL

[email protected]

Group’s Financial

Highlights

Financial Calendar

2003 2004 2005 2006 2007 2008RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Results

Revenue 344,962 398,314 456,412 328,712 281,298 261,254

Profit before taxation 50,855 67,627 69,690 16,025 13,780 10,294

Profit after minority interest 33,199 46,009 36,983 4,622 5,603 21,499

Balance sheet as at 31 december

Paid-up capital 310,909 373,696 378,110 384,239 385,192 386,212

Shareholders’ fund 245,595 351,103 378,734 381,912 394,231 438,817

Net tangible assets 233,475 309,670 331,019 332,187 300,426 345,317

Per ordinary share (Sen)

Net tangible assets 75.1 82.9 87.5 86.5 78.0 89.4

Earning per share 11.6 12.8 9.8 1.22 1.46 5.58

Gross dividend 5.50 5.50 3.25 - - -

Financial Year Ended 31 December 2008

Announcement of Quarterly Results: -First Quarter ended 31 March 2008 28 May 2008Second Quarter ended 30 June 2008 27 August 2008Third Quarter ended 30 September 2008 26 November 2008Fourth Quarter ended 31 December 2008 25 February 2009

Publishing of Annual Report and Audited Financial Statement Issuance Date 3 June 2009

Annual General Meeting 25 June 2009

500,000

400,000

300,000

200,000

100,000

0

400,000

300,000

200,000

100,000

0

6.00

5.00

4.00

3.00

1.00

0

15

12

9

6

3

0

100.0

80.0

60.0

40.0

20.0

0

500,000

400,000

300,000

200,000

100,000

0

50,000

40,000

30,000

20,000

10,000

0

80,000

60,000

50,000

40,000

20,000

0



group financial

highlights

‘03

Revenue(RM’000)

344,9

62

‘04

398,3

14

‘05

456,4

12

‘06

328,7

12

‘08

261,2

54

‘07

281,2

98

‘03

Profit after minority interest(RM’000)

33,1

99

‘04

46,0

09

‘05

36,9

83

‘06

4,6

22

‘08

21,4

99

‘07

5,6

03

‘03

Profit before taxation(RM’000)

50,8

55

‘04

67,6

27

‘05

69,6

90

‘06

16,0

25

‘08

10,2

94

‘0713,7

80

‘03

Paid-up capital(RM’000)

310,9

09

‘04

373,6

96

‘05

378,1

10

‘06

384,2

39

‘08

386,2

12

‘07

385,1

92

‘03

Net tangible assets(RM’000)

233,4

75

‘04

309,6

70

‘05

331,0

19

‘06

332,1

87

‘08

345,3

17

‘07

300,4

26

‘03

Shareholders’ fund(RM’000)

245,5

95

‘04

351,1

03

‘05

378,7

34

‘06

381,9

12

‘08

438,8

17

‘07

394,2

31

‘03

Net tangible assets(Sen)

75.1

‘04

82.9

‘05

87.5

‘06

86.5

‘08

89.4

‘07

78.0

‘03

Gross dividend per share(Sen)

5.5

0

‘04

5.5

0

‘05

3.2

5

‘06

0.0

0

‘08

0.0

0

‘07

0.0

0

‘03

Earning per share(Sen)

11.6

‘04

12.8

‘05

9.8

‘06

1.2

2

‘08

5.5

8

‘07

1.4

6

500,000

400,000

300,000

200,000

100,000

0

10,000

30,000

70,000

2.00

Chairman’sStatement

Dato’ Seri Lim Bock SengChairman

INTRODUCTIONYear 2008 was filled with economic

turmoil and uncertainties. The

global economy was surrounded

by the downturn gloom and bloom.

Consumers turned to be caution

which results in weak consumers'

spending and taking longer or even

deferring their decision to commit to

any substantial purchases. Despite

these unprecedented turbulent

times, the Group has managed to

achieve its profitability for the year

2008.



CORPORATE HIGHLIGHTS

Renounceable Rights Issue of

New Warrants

During the year, the Group

completed a fund raising

exercise involving the

issuance of 154,076,578

warrants on the basis of two

warrants for every five shares

held at an issue price of

RM0.10 each, to bring down

its borrowings and to fund

future working capital needs.

This fund-raising exercise

adds another dimension to the

Group's financial strength,

providing flexibility to meet the

Group's financing and working

capital requirements, allowing

it to seize potential investment

opportunities at the

appropriate time.

Acquisition of Lamdeal Golf &

Country Club Ltd (“LGCCL”)

In May 2008, the Company

has through its wholly-

owned subsidiary, Dragon Hill

Corporation Ltd (“DHCL”),

exercised its rights to

acquire 100% equity interest in

LGCCL at a total consideration

of USD1.00 only. This exercise

has rendered LGCCL a wholly-

owned subsidiary of LBS and

at the same time brought into

the Group negative goodwill of

RM105.3 million.

Termination of Memorandum

of Understanding (“MOU”)

In October 2008, both The

Peoples Government of Wuhu

County and LBS have mutually

terminated the MOU entered

into for the purpose of the

development of a recreational

and ecological park measuring

approximately 508.3 acres

(3,050 moh) consisting

FINANCIAL PERFORMANCE

The Group has registered a

sales revenue of RM261.3

million (2007: RM281.3 million)

and profit after tax of RM12.6

million (2007: RM9.4 million)

for the financial year ended 31

December 2008. The 7% drop

in sales revenue was mainly

due to lower volume in sales

consequential from deferment

of few launches during the

financial year.

During the financial year, the

Group substantially reduced

its borrowing from RM333.7

million to RM279.1 million as

compared to year 2007, and

improved its gearing from 0.85

times to 0.64 times. This

resulted from the settlement

of RM100 million Commercial

Papers.

Property Development Division

remains the major contributor

to the Group's revenue. For the

year 2008, 87% of the Group's

revenue was from property

development whereas the

remaining 13% was derived

from trading of building

materials, construction,

management and investment

and golf course operation.

DIVIDEND

Given the current state of

affairs, the Board does not

recommend any dividends for

the year 2008. This is to

ensure the sustainability of the

business and to provide a

cushion for any unexpected

future cost escalation and to

provide funds for future growth

of the Group.

chairman’s statement (cont’d)

chairman’s statement

In this challenging business

climate, the Group has

concentrated on affordable

projects in local, focus on cost

management and improving

operation efficiency and product

quality. On the international

front, we will continue to

develop our Lakewood Golf Club

and expedite the proposed

properties development project

in Zhuhai. The Group remains

cautiously optimistic for year

2009 and with the strong project

pipeline, we believe that the

Group will be able to maintain its

growth drive to year 2009.

ACKNOWLEDGEMENT

On behalf of the Board of

LBS, I wish to express my

sincere appreciation to

our shareholders, customers,

bankers, business affiliates

and public at large for your

continuous support in us.

I would like to take this

opportunity to extend our

gratitude to the management

team and staff for their

diligence, commitment and

dedication to the Group. Let

us all work hard and smart

together to ride out the storm!

Thank you.

DATO' SERI LIM BOCK SENGChairman

29 April 2009

property development, golf

course, hotel, clubhouse and

other recreational facilities in

the Wuhu City of Anhui

Province, China.

OUTLOOK AND PROSPECTFOR YEAR 2009

The world economic crisis has

decelerated sharply during the

year 2008, with sharp declines

in global demand, trade and

investments. All major regions

of the world are experiencing

economic contractions at the

same time. As an open

economy, Malaysia has not

been spared and GDP growth

was estimated at -1% to 1% in

2009. Given the bearish

environment, buying sentiment

in the Malaysian residential

property market is expected to

remain low and prices are likely

to soften further.

In tandem with the downturn in

global growth, the Malaysian

economy grew at a slower pace

in 2008 and growth is expected

to remain subdued in 2009 on

account of the weaker external

sector and moderation in

investment activities. With the

implementation of the first and

second stimulus packages

which will contribute towards

mitigating the impact of the

global contraction on the

domestic economy, we have

confident that the economic

fundamentals of the country are

still strong and local banking

systems remained resilient.

CREATINGSPACE

WE PROVIDE NURTURINGENVIRONMENT FORWORK AND PLAY

With the uncertainty cast by the ongoing global

financial crisis, the Group was not spared the same

marsh that has gripped world economies. The Group

continues to remain vigilant and flexible in its

business approach, employing a variety of strategies

that will enhance its capabilities, allowing it to

emerge with strength when the global economy

recovers.

The Group has been prudent and cautious in its

launches under the challenging business

environment especially when the prices for fuel and

building materials increased drastically in early of

year 2008. We have made careful decision to defer

few of our launches for resident properties in the

first half of 2008 to the second half where prices for

fuel and building materials returned to a more

stabilized and acceptable level.

Dato’ Lim Hock San

Managing Director

Managing Director’sReview Of Operations



managing director’s

review of operations (cont’d)

NEW LAUNCHES

Anticipating a demand for

industrial units by small and

medium entrepreneurs in

the Puchong vicinity after

conducting a market research,

the Group launched TamanPerindustrian Tasik Perdana@ Puchong in the last quarter

of 2008. This is the latest

industrial project of the Group

since the launch of Taman

Perindustrian Bukit Serdang.

This project comprises 58

units of 11/2-storey semi-

detached factory, 5 units of

11/2-storey detached factory

and 11 lots of industrial plots.

Developed on part of the 40-

acre land located in Puchong,

one of Klang Valley's most

vibrant and established town,

this project will bring into the

Group GDV of RM130 million.

The response for new launch

of the Crystal II (double storey

link houses) in the BandarSaujana Putra (BSP) project

in March 2008 was not up

to its expectations. After

reviewing the strategy and

carried out extensive

residential property market

research, the Group tested the

market with the launch in May

2008 its 36 units of Alam

Idaman (single storey cluster

link houses) in Taman TasikPuchong with a different price

package. The launch was very

well received with strong take-

up rate. Todate, the entire 36

units of Alam Idaman have

been fully sold.

The outcome from the

launches reflects the ability

of LBS team in exercising

its nimble and innovative

approach to market changes,

adapting and responding to

such challenges quickly and

astutely. Riding on the wind of

this encouraging result, the

Group launched its Iris Garden

(single storey link houses) in

BSP in February 2009. All the

220 units launched have

been fully taken up in a period

of 2 months. The response

for Iris Garden has given

positive influence to the sales

sentiment for Crystal II and

todate, all the 48 units of

Crystal II have been fully sold.

PROJECT STATUS UPDATE

Bandar Saujana Putra, Selangor

Accessing to BSP, LBS' flagship

project, has become much

convenient since the BSP Elevated

Interchange connected to the

ELITE Highway (Exit 606) opened to

traffic in March 2008. We are

another step closer to our target in

making BSP a robust township.

Located strategically along the

ELITE Highway and at the hub of

Southern Corridor of Selangor

Darul Ehsan, out of the 835 acres of

development land, BSP still has

about 500 acres land for its future

development. As of today, 4,785

units of properties in BSP

comprising apartments, link houses

and shop units have been handed

over to purchasers. Extensive

launches for various innovative

products are in the pipeline for the

year 2009.

Taman Tasik Puchong, Selangor

Taman Tasik Puchong is a mixed

development comprising residential

and commercial units situated in

the heart of Puchong, Selangor.

During the financial year ended 31

December 2008, a total of 144 units

comprising double storey link

houses and double storey shops

have been completed and handed

over to the purchasers.

This development can be well

connected via Damansara-

Puchong Highway and it also

accessible from ELITE Highway

linked by the Approved Cloverleaf

Interchange-Putrajaya in near

future. This interchange, which

is developed by Perbadanan

Kemajuan Negeri Selangor (PKNS)

and targeted to complete in year

2009, will be interlinking with most

integrated townships like Puchong,

Seri Kembangan, Putrajaya,

Cyberjaya and KLIA.

The project will soon see further

launches of the popular double

storey link houses and townhouse

with gated and guarded facilities.







Taman Bercham Tropicana,Perak

Located about 5km to Ipoh

town center and 2km to

Tambun in the state of Perak

Darul Ridzuan, this project

consists of 384 units of

properties for residential and

commercial spread across a

piece of land of 64 acres in

Bercham. This project was

completed in year 2008.

Taman Royal Lily, Pahang

Taman Royal Lily is located

in Cameron Highlands which

is the largest and most

famous hill resort in Malaysia.

Cameron Highlands is also an

ideal holiday and leisure

destination not only has

attracted the local tourist but

foreigners from many

countries. Taman Royal Lily is

a mixed development project

on a piece of land of 30 acres

comprising shop apartments,

5-storey apartments, double

storey link houses and

bungalow lots with total GDV

of RM86 million.

Bandar Putera Indah, Johor

Consists of more than 8,800

units of mixed development

of residential and commercial

units, this self-contained

township is located

approximately 7km from Batu

Pahat town center. Its easy

access to Yong Peng and

Muar has raised the keen

interest from the public. Since

the initial launch in October

2002, a total of 702 units of

various types of houses have

been completed and

delivered. The next launch in

the pipeline is the popular

single storey link houses.

Development Project in Zhuhai

The Group has a majority interest (60%) through its wholly-

owned subsidiary, Dragon Hill Corporation Limited (DHCL) in

a 197-acre property development project in the blooming hi-

tech zone of Jingding, near Zhongsan central business

district in the city of Zhuhai, Guangdong Province of China.

Located within and around the 36-hole golf course in the

Lakewood Golf Club, the development concept envisages a

series of resort living residential units such as bungalow,

super-link and condominium with value added features and

facilities. This concept of high-end landed properties within

a golf course is the first of its kind in Zhuhai. This, apart from

being a gated-and-guarded community, is the project's main

selling point and appealing to affluent locals as well as those

in the hi-tech industry in the nearby vicinity. The concept is

also expected to attract Hong Kong and Macau residents, a

strong target market for high-end, landed residential

property in Zhuhai.

As the site is located on a major transport corridor well

served by hi-tech transport networks, residents would have

easy and direct access to Guangdong, Macau and Hong

Kong. Taking the advantage of the commercial benefits that

will be brought by the Guangzhou-Zhuhai Inter-City Light

Rail Transport System where one of its 18 stations that is

situated on part of the development land, commercial units

are planned to be built on the parcel of land next to this

station.

The proposed development project is estimated to have

tenure of 6-8 years with a total estimated GDV of RM5 billion.





OPERATION OF GOLF CLUB

Another remarkable milestone

in LBS overseas expansion

plans is its first foray into the

golf and leisure industry,

through a joint venture with a

local state-owned company to

own and operate an award

wining 36-hole golf course in

Zhuhai, an affluent city in

Guangdong Province, China.

Lakewood Golf Club, awarded

with the “China Top 10 Best

Value Golf Club 2008” and

“Best Scenery Golf Course

2007” is located at Jinding,

Zhuhai. It just takes 15

minutes from Lakewood to

downtown, 30 minutes to

Zhuhai Ferry Terminal (from

which it takes 1 hour to

Shekou or Hong Kong) and 35

minutes to Gongbei Port (from

which it takes 10 minutes to

Macau International Airport).

Lakewood has exploited to

the full of the abundant natural

features of lake, sand and

wild plants to create two

international standards par-72

18 holes superb golf courses -

-- Lake Course and Mountain

Course. It also has its own

training school and golf

professionals located at a 32-

berth driving range.

The financial achievement of

Lakewood could be reflected

in the awards garnered in year

2008:

• Top 10 Corporation InFinancial Contribution to

Zhuhai National Hi-Tech

Industries Development

Zone

• Top 10 Corporation in Tax Contribution by

Zhuhai Tourism Board

LBS has on 2 May 2008

through DHCL exercised the

option rights to acquire the

entire equity interest in

Lamdeal Golf & Country

Club Ltd (“LGCCL”) for a

consideration of USD1.00

only. LGCCL is entitled to a

profit sharing of 60% in

Lakewood.

MANAGEMENT &CONSULTANCY

Management and consultancy

are the strength of LBS.

Since 2004 where DHCL

has been appointed

Management Consultant to

manage the operations of

Zhuhai International Circuit

(ZIC), lots of efforts has been

put in to turnaround this first

international standard racing

circuit in China.

Throughout the years it operates

under the management of

DHCL, ZIC has received many

awards. The most recent one

was the “Best Event Award” for

its Pan Delta Super Racing

Festival which was won in the

"2008 China Motor Sport

Annual Gold Awards" organized

by Autonews Magazine. The

Operation Director of ZIC, Mr

Stewart Tan has also crowned

with “Personality of the Year” in

the said annual event.

During the year under review,

ZIC has organized more than

10 racing events including A1

GP World Cup of Motorsport,

Pan Delta Super Racing

Festival, Petronas Sprinta FIM

Asian Grand Prix, China

Formula Open and China

Superbike Championship.






review of operations

GROUP PROSPECTS

The Group is cognisant of the many challenges that lie ahead. It will

continue to closely review all its operations and projects, and may defer or

develop a project in phases depending on the rapid changing business

environment. This review will trim fat and conserve cash, and allow us to

invest in attractive opportunities that may show up later. The Group will

remain focused in its core businesses of developing affordable and quality

homes with constant monitoring the business strategies.

The Group will take pragmatic strategy in managing the risks and

opportunities. LBS team will continue exercising prudence in management

of expenses and remain thrifty and will work harder to ensure no stone is

left unturned in the drive towards continued profitability.

APPRECIATION

I would like to express my profound appreciation to the shareholders,

customers, business associates, bankers, government authorities,

regulatory bodies and mass media for their support, patience and trust on

our management during the year. To the management and staff, I wish to

extend my sincere gratitude for their loyalty, dedication and commitment

to the Group.

Last but not least, I would like to thank my fellow directors for their

undying support and valuable advice to the Group throughout the year.

DATO' LIM HOCK SANManaging Director29 April 2009

from left to right:

1. Datuk Lim Hock Seong (Executive Director)2. Dato’ Lim Hock Sing (Executive Director)3. Dato’ Lim Hock San (Managing Director)4. Dato’ Seri Lim Bock Seng (Chairman)5. Dato’ Kamaruddin bin Abdul Ghani (Vice Chairman & Senior Independent Non-Executive Director)6. Datuk Lim Hock Guan (Executive Director)

Board Of Directors

from left to right:

1. Mohd Fazil bin Shafie (Independent Non-Executive Director)2. Kong Sau Kian (Independent Non-Executive Director)3. Chia Lok Yuen (Executive Director)4. Tan Sri Dato’ Seri (Dr) Haji Abu Hassan bin Haji Omar (Independent Non-Executive Director)5. Dato’ Wong Woon Yow (Independent Non-Executive Director)6. Maj Jen (B) Dato’ Mohamed Isa bin Che Kak (Independent Non-Executive Director)

board of directors



Directors’ Profile

DATO’ SERI LIM BOCK SENG

Malaysian, age 78, Chairman of LBGB and

the founder of LBS Bina Holdings Sdn Bhd

(“LBS”), was appointed as the Chairman of

LBS Bina Group Berhad (“LBGB” or

“Company”) on 6 December 2001. He has

more than 30 years of experience in the

construction and property development

sectors. He was initially involved in the

supply and transportation of sand,

aggregates, earth and ball clay for

construction of infrastructure works such

as earthworks, sewerage works, roads

and drainage. Subsequently he ventured

into construction of houses, shops and

factory buildings.

Dato' Seri Lim is active in community

activities, particularly in the Seri Setia area

in Petaling Jaya, Selangor. He sits on the

boards and committees of several non-

profit-making organisations. He is the

Chairman of the Management Board and

Building Committee of SJK (C) Sungai

Way, Chairman of Persatuan Hokkien

Sungai Way, Deputy Chairman of Seri

Setia Old Folks Home, Adviser to Khuan

Loke Club, Seri Setia, Adviser to General

Traders Association, Sungai Way -

Subang, Permanent Honorary Chairman of

the Old Boys Association of SJK (C)

Sungai Way, Adviser for Youth Club Sungai

Way, Adviser of Selangor and Kuala

Lumpur Lim Clansmen Association, Vice

Chairman of the Ann Khoe Association,

Selangor & Wilayah Persekutuan,

Honorary President of the Federation of

Hokkien Association, Malaysia and

Permanent Honorary Adviser to Loong

Thien Kong, Kajang. Dato' Seri Lim also

sits on the Board of several private

companies.

He is the father of Dato' Lim Hock San

(Managing Director), Datuk Lim Hock

Guan (Executive Director), Dato' Lim Hock

Sing (Executive Director) and Datuk Lim

Hock Seong (Executive Director). Dato'

Seri Lim has no conflict of interests with

the Company and he has no convictions

for any offences within the past 10 years.

DATO’ KAMARUDDIN BINABDUL GHANI

Malaysian, age 64, joined the Board of

Directors of LBGB on 6 December 2001.

Dato' Kamaruddin is a consultant in

equestrian. He is very active in the

equestrian sport, representing Malaysia in

equestrian and polo competitions and won

numerous prizes, including being gold

medallist in the Kuala Lumpur SEA Game

2001 and World Endurance Champion for

2001. He is a founder member and past

president of the Malaysian Equestrian

Association; founder member of the

Malaysian Endurance Riding Society

and also held committee positions in

various equestrian and polo clubs. As

a consultant, Dato' Kamaruddin has

designed and built the Bukit Kiara Resort

Bhd and the Putrajaya Equestrian Park.

He is also the Organising Committee

of the World Equestrian Endurance

Championship 2008.

Besides sitting on the Board of several

private limited companies, he is the

Chairman of Audit Committee and

member of Nomination and Remuneration

Committee in LBGB.

He does not have any family

relationship with any Director and/or

Major Shareholder of the Company.

He has no conflict of interests with the

Company and he has no convictions for

any offences within the past 10 years.

directors’ profile (cont’d)



DATO’ LIM HOCK SAN

Malaysian, age 51, joined LBS in 1982 and

became the Managing Director of LBS in

1992. On 6 December 2001, Dato' Lim

was appointed the Managing Director

of LBGB. Graduated with First Class

Honours in Civil Engineering from the

University of Wales, United Kingdom in

1982, Dato' Lim won the second prize in

the British Steel Corporation Competition

for Design in Hollow Steel Section in the

same year.

Dato' Lim's excellent business foresights,

technical expertise and 26 years of

management experience have well

positioned him as the Key Leader. Under

his leadership, LBGB and its subsidiaries

(“Group”) have grown and developed as

one of the major players in property

development.

Dato' Lim is also very active in community

works of various charitable organisations.

Presently, Dato' Lim is the Chairman of the

Old Boys Association of SJK (C) Sungai

Way, Chairman of the Board of Governors

of SMJK Katholik, Director of

Management Board of SJK (C) Sungai

Way and Treasurer of Persatuan Hokkien

Seri Setia.

Besides sitting on the Board of several

private companies, Dato' Lim is the

Chairman of Risk Management Committee

and member of Nomination and

Remuneration Committee in LBGB.

The eldest son of Dato' Seri Lim Bock

Seng (Chairman) and brother of Datuk Lim

Hock Guan (Executive Director), Dato' Lim

Hock Sing (Executive Director) and Datuk

Lim Hock Seong (Executive Director),

Dato' Lim has no conflict of interests with

the Company and he has no convictions


DATUK LIM HOCK GUAN

Malaysian, age 47, was appointed as

Executive Director of LBGB on 6

December 2001. He is a Civil Engineer

by profession. He holds a B.Sc. Civil

Engineering from the Tennessee

Technology University, USA.

Datuk Lim Hock Guan has more than

19 years of extensive experience in the

field of property development and

construction. He is in charge of the

Group's projects in Klang Valley and he is

one of the major driving forces behind the

LBS Group's successful implementation of

the projects in the Klang Valley.

Datuk Lim Hock Guan also sits on the

Board of several private companies. He is

also active in community works and has

involved in several non-profit-making

organisations. He is also a qualified

sharpshooter from National Riffle

Association, Washington D.C.

He is member of Risk Management

Committee, Nomination and Remuneration

Committee and ESOS Committee in LBGB.

He is the son of Dato' Seri Lim Bock Seng

(Chairman) and brother of Dato' Lim Hock

San (Managing Director), Dato' Lim Hock

Sing (Executive Director) and Datuk Lim

Hock Seong (Executive Director). Datuk

Lim Hock Guan has no conflict of interests

with the Company and he has no

convictions for any offences within the

past 10 years.


DATUK LIM HOCK SEONG

Malaysian, age 43, graduated from Kolej

Damansara Utama with a Diploma

in Telecommunication and Computer

Engineering in 1990, and was appointed


December 2001. He is also the Executive

Director of LBS since 1991.

As a Director in charge of Ipoh-based

property development projects, he

monitors the initialisation, planning,

management and overseeing day-to-day

operations of the projects.

He is a member of the Yayasan Ang

Koai Selangor, the Malaysian Chinese

Association, the Persatuan Hokkien Seri

Setia as well as other charitable and non-

profit-making organisations. Datuk Lim

Hock Seong is also actively involved in

community works. He also sits on the

Board of several subsidiary companies of

LBS Group.

Upon playing an active role in the

social development and well-being of the

community, Datuk Lim Hock Seong has

been conferred the Diraja Mulia Seri

Melaka (D.M.S.M.) by His Royal Highness

Yang di-Pertua Negeri Melaka in 2007.



San (Managing Director), Datuk Lim Hock

Guan (Executive Director) and Dato' Lim

Hock Sing (Executive Director). Datuk Lim

Hock Seong has no conflict of interest with

the company and he has no convictions


DATO’ LIM HOCK SING

Malaysian, age 45, was appointed


December 2001. He is also a Director of

LBS since 1992 and is in charge of

the LBS Group's projects in Cameron

Highlands. He graduated in 1989 with a

Bachelor of Arts Degree in Accountancy

from Eastern Washington University, USA.

Prior to joining LBS, he was with Khoo &

Co., a public accounting firm, as an audit

supervisor.

Dato' Lim Hock Sing has more than 14

years experience in the property

development sector and has been

invaluable in providing expertise in the

areas of marketing, property valuation and

finance. He also sits on the Board of

several private companies.

Dato' Lim Hock Sing is also actively

involved in community works. He is an

Executive Committee Member of the

Young Entrepreneurs' Association of

Malaysia (PUMM) since year 2002 and a

member of the Hokkien Association of

Sungai Way Selangor. Moreover, he has

been elected as a leader in Youth Group of

Kuala Lumpur Lim Clansmen Association

and actively involved himself in the Sungai

Way Old Boys Association as a member.



San (Managing Director), Datuk Lim Hock

Guan (Executive Director) and Datuk

Lim Hock Seong (Executive Director).

Dato' Lim Hock Sing has no conflict of

interests with the Company and he has no

convictions for any offences within the

past 10 years.




CHIA LOK YUEN

Malaysian, age 50, was appointed as a

Director of LBGB on 6 December 2001

and was promoted to Executive Director

on 1 July 2005. He is an Associate

member of the Institute of Chartered

Secretaries and Administrator, UK (ACIS)

and an Associate member of the Institute

of Bankers Malaysia (AIBM). He is also a

MBA graduate from the prestigious

Heriott-Watt University in Edinburgh,

United Kingdom.

Chia Lok Yuen was previously a banker

by profession under the employment of a

well known domestic bank for more than

16 years. He has gained vast experience

and exposure in local and international

corporate business dealings.

He joined LBS as the Senior General

Manager in 1996 in charge of the overall

management and business operations of

the Group. He has contributed significantly

towards the growth of the LBGB Group

and its subsequent listing in the Bursa

Malaysia Securities Berhad.

He is responsible for the LBS Group's

overall operations.

Chia Lok Yuen also sits on the Board of

several subsidiary companies of the

Group. He is also a member of the Risk

Management Committee and ESOS

Committee in LBGB.

He does not have any family relationship

with any Director and/or Major

Shareholder of the Company. He has no

conflict of interests with the Company and

he has no convictions for any offences

within the past 10 years.

MAJ JEN (B) DATO’ MOHAMED

ISA BIN CHE KAK


Directors of LBGB on 6 December 2001. He

is currently a Director of Affin Holdings

Berhad and C.I. Holdings Berhad. After

graduating from the Royal Military College,

he was commissioned into the Royal Malay

Regiment in 1958. In his course of military

career, he attended various military training

courses such as The Joint Services

Command and Staff College in Willington,

India where he qualified with Pass Staff

College (psc), The Senior Officers

Management Course in Naval Staff College

in Monteray, California, United States of

America.

In his more than 32 years of service in the

Malaysian Army, he had served in various

capacities both Regimental and Staff.

Among his early appointments was the

Regimental Intelligence Officer serving with

the United Nation Forces in Congo. He was

also appointed as the Aide De Camp (ADC)

to His Majesty Yang Di-Pertuan Agong of

Malaysia from 1971 to 1975. In recognition

of his services, he was awarded with the

military honour of Pingat Setia Angkatan

Tentera.

He is the Chairman of ESOS Committee,

a member of Audit Committee and

Nomination and Remuneration Committee

in LBGB.


with any Director and/or Major Shareholder

of the Company. He has no conflict of


convictions for any offences within the past

10 years.


TAN SRI DATO’ SERI (DR)HAJI ABU HASSAN BIN HAJIOMAR

Malaysian, aged 68, joined the Board of

Directors of LBGB on 20 August 2004, has

about forty-one (41) years of experience in

the civil and public services. He holds an

Honours Degree in Geography as well as a

Masters Degree in Regional Development

from the University of Hull, United

Kingdom. In 1985, he was awarded the

Honorary Doctorate of Science Degree

from the same university. He has held

various administrative and political

positions. Amongst the civil service posts

he held were District Officer, Hulu Langat;

Principal Assistant Secretary, Economic

Planning Unit, Prime Minister's

Department and Deputy State Secretary,

Selangor. He was the Minister of Welfare

Services from 1984 to 1986, the Minister

of Federal Territory from 1986 to 1987, the

Minister of Foreign Affairs from 1987 to

1991, the Minister of Domestic Trade and

Consumer Affairs from 1991 to 1997 and

the Menteri Besar of Selangor from 1997

to 2000. He was Member of Parliament

(Kuala Selangor) from 1978 to 1997 and

Selangor State Assemblyman (Permatang)

from 1997 to 2004. He is now a member of

the Selangor Royal Council (Dewan DiRaja

Selangor) and Pro-Chancellor of Universiti

Industri Selangor (UNISEL) and President

of Majlis Bekas Wakil Rakyat (MUBARAK)

Selangor, and a member of UMNO

Election Committee.

Tan Sri Dato' Seri (Dr) Haji Abu Hassan

is currently Chairman, Advisor and

Director of several public and private

limited companies. Amongst them is as

Chairman of OILFAB Sdn. Bhd. He is

also Patron, Chairman and President

of a number of Non-Governmental

Organisations. Amongst them are Patron,

University of Hull Alumni; Chairman, Board

of Trustees, Mental Health Foundation

Malaysia; Patron, Rumah Tunas Harapan

Tengku Ampuan Rahimah, Kuala Selangor;

Patron, Persatuan Bekas Murid-Murid,

Sekolah Tinggi Klang, Selangor; Advisor of

Royal Klang Club and Chairman of Derma

Alam Shah Committee. In Kota Kemuning,

Shah Alam where he resides, he is Patron

of the Kota Kemuning Residents'

Association, PTA of Sek. Rend. Keb. Kota

Kemuning 2 and Patron Suraus Al-Hijrah

and As-Solehin.

He is a member of the Nomination and

Remuneration Committee in LBGB.


with any Director and/or Major Shareholder

of the Company. He has no conflict of


convictions for any offences within the past

10 years.

DATO’ WONG WOON YOW


Directors of LBGB on 20 August 2004. He

is a Diploma holder in Banking and Credit

Management and the Executive Diploma

in Marketing and Selling Bank Services

from International Management Centre,

United Kingdom. He served Malayan

Banking Berhad for more than 33 years.

During this period he gained much

exposure and experience in managing

various branches as well as managing

head office departments. He is also well

known and respected in the local business

community.

After leaving Malayan Banking Berhad

in 1993 he ventured into property

development.

He is a member of the Audit Committee

of LBGB.







directors’ profile



MOHD FAZIL BIN SHAFIE

Malaysian, age 40, was appointed to the

Board of LBGB on 6 December 2001 as an

Independent Non-Executive Director. He

obtained a Bachelor in Civil Engineering

(Hons) Degree from Universiti Teknologi

Mara in 1995. Subsequently he further

obtained the accreditation of Master of

Business Administration from Oxford

University, United Kingdom in year 2009.

He began his career as a project engineer

and was promoted to become a project

manager with Perangsang International

Sdn Bhd. He has over 10 years of working

experience in civil engineering and is

currently the Managing Director of a

private management consultant company.

He is a member of ESOS Committee in

LBGB.







KONG SAU KIAN


Directors of LBGB on 6 December 2001.

He is a member of the Malaysian Institute

of Accountants. He graduated with a

Bachelor of Accounting (Honours) degree

from University of Malaya in 1988.

Subsequently, he joined an international

public accounting firm until 1992 where

he gained exposure in areas include audit

of wide range of industries, corporate

restructuring, acquisition audit and other

special assignment. He also sits on the

Board of LBI Capital Berhad.

He is the Chairman of Nomination and

Remuneration Committee, member of

Audit Committee and ESOS Committee

in LBGB.







Management Team

from left to right:

1. Lee Cheong San (Senior Manager, Project)

2. Lim Lit Chek (Senior General Manager, Construction)

3. Wong Tack Leong (Assistant General Manager, Construction)

4. Gan Poh Chin (Senior Manager, Contract)

5. Loh Yin Hui (Senior Manager, Maintenance)

6. Nazeri bin Saad (Assistant General Manager, Project)

7. Ong Beng Choo (Senior Manager, Human Resources)

management team



from left to right:

1. Lau Sau Kheng (Senior Manager, Sales Administration)

2. Chang Yee Khim (General Manager, Corporate Finance)

3. Wong Kah Yeen (Senior Manager, Sales Administration)

4. Datin Karen Lim (General Manager, Administration & IT)

5. Chew Wee Seong (Assistant General Manager, Sales Administration)

6. Lim Moi Soan (Senior Manager, Purchasing)

7. Lee Ching Ching (General Manager, Secretarial & Corporate Affairs)

MAY 20081. Staff participated in the 25th Kiwanis

Treasure Hunt organised by Kiwanis

Down Syndrome Foundation-National

Centre. LBGB was the main sponsor for

this event.

JUNE 20082. LBGB held its 8th Annual General

Meeting at Tropicana Golf & Country

Resort, Petaling Jaya, Selangor Darul

Ehsan.

JULY 20083. A seminar for directors and management

staff on “Internal Control Guidelines

“(Methodology for the Evaluation of

Internal Controls in Corporate

Governance)” conducted by Mr P.

Kanason in LBGB's head office.

4. The 2008 Council of China's Foreign

Trade Forum held at Zhuhai, China,

co-organised by China Council for the

Promotion of International Trade (CCPIT)

and LBGB head office.

SEPTEMBER 20085. The President of CCPIT Guangdong

Sub Council, Mr Chen WenJie and other

Chinese trade delegates from China

visited LBGB head office.

OCTOBER 20086. Staff (first and second from right)

participated in the Charity Food & Funfair

"Down by the Station" organised by

Kiwanis Down Syndrome Foundation-

National Centre at its premises at Taman

SEA in Petaling Jaya, Selangor Darul

Ehsan.

Corporate Calendar

1

3

4

2

5 6

4



DECEMBER 20087. Official launching for 1 1/2 storey semi-

detached factory at Taman Perindustrian

Tasik Perdana at Puchong.

FEBRUARY 20098. An in-house seminar entitled

"Understanding the Role of Corporate

Social Responsibility in Protecting Your

Long-Term Profits" conducted by

Professor John Zinkin organised for the

benefits of directors and management

staff of LBGB.

9. Launch for Iris Garden in Bandar Saujana

Putra has received an encouraging

response.

APRIL 200910. The opening ceremony of show unit - Iris

Garden at Bandar Saujana Putra.

corporate calendar

7 7

9 10

8 8

COMFORTABLELIVINGSHARING A GOODLIFE WITH FAMILY,FRIENDS AND NEIGHBOURS.

Corporate Governance Statement



In conforming to the requirements set out in Paragraph 15.26 of the Listing Requirements of Bursa Malaysia SecuritiesBerhad (“Bursa Securities”), the Board of Directors (“Board”) of LBS Bina Group Berhad (“LBGB” or “Company”) ispleased to report to its shareholders on the manner the measures have been taken to ensure the principles and bestpractices defined in The Malaysian Code on Corporate Governance (Revised 2007) (“Code”) have been adhered tothroughout the financial year ended 31 December 2008 (“FY 2008”).

(A) BOARD OF DIRECTORS

Composition of the Board

A total of twelve members sit on the Board of LBGB. The composition of the Board is as follows:

Designation No. of Directors

Non-Independent Non-Executive Director (Chairman) 1Independent Non-Executive Directors (including Vice Chairman) 6Managing Director 1Executive Directors 4

The roles played by Chairman and Managing Director are separated and clearly defined. The Chairman of LBGB isresponsible for the conduct and effectiveness of the Board to ensure the policies and systems are effectivelymonitor and properly in place. Conversely, the Managing Director would have close monitoring on day-to-daybusiness operations and finance, leading the management team and carrying out the policies and decisions ofLBGB Group (“Group”). The clear roles’ distinction has achieved a balance of power and authority, such that noone individual has unfettered powers of decisions.

All Board members bring a wide spectrum of professional background with equipped expertise, experience, skilland knowledge in business, financial, banking, technical, corporate and management. This balance enables theBoard to provide clear and effective leadership to the Group and bring informed and independent judgement tomany aspects of the Group’s strategy and performance. Details of the profile of each Director are set out under thesection of Profile of Directors contained in this Annual Report.

Besides the Board assumed the overall responsibility for a proper conduct of the Group’s business, the Board hasalso entrusted the Audit Committee, Nomination and Remuneration Committee, Employee Share Option Scheme(“ESOS”) Committee and Risk Management Committee, all of which operate within their respective defined Termsof Reference. Reports of proceedings and outcome of these committees are submitted to the Board.

Board Meeting

During the FY 2008, a total of five Board meetings were held. The attendance of each Director at the BoardMeetings is tabulated as below:

Directors Attendance

Dato' Seri Lim Bock Seng 5/5Dato' Kamaruddin bin Abdul Ghani 5/5Dato' Lim Hock San 5/5Datuk Lim Hock Guan 5/5Dato' Lim Hock Sing 5/5Datuk Lim Hock Seong 5/5Chia Lok Yuen 5/5Tan Sri Dato' Seri (Dr) Haji Abu Hassan bin Haji Omar 5/5Dato' Wong Woon Yow 5/5Maj Jen (B) Dato' Mohamed Isa bin Che Kak 5/5Mohd Fazil bin Shafie 5/5Kong Sau Kian 4/5

corporate governance statement (cont’d)

Supply of Information

Notice of meetings, minutes of meetings, quarterly financial reports, annual financial statements, follow up reports

and other supporting documents in relations to the issues of the meetings are distributed to Board members prior

to the meeting date. Besides financial oriented information, the Board is also supplied with other reports such as

information on market share and the current property market development in Malaysia.

During the Board meetings, the Independent Non-Executive Directors are also briefed on business outlook, major

acquisition and disposal of assets/investments and updates from business development including overseas

operations. All directors are invited to deliberate and discuss on any issues as they deem fit. All the proceedings

held and decisions made in the Board meetings are properly recorded and minutes of meetings are kept forming

part of the statutory record of the Company upon adoption by the Board. Senior Management staff would be

invited to attend the Board meetings as and when necessary to provide the Board with sufficient explanation and

to answer the relevant questions raised by the Board with cross reference to the agenda tabled at the Board’s

meetings.

All directors have full and unrestricted access to the advice and services of the Company Secretaries, Internal

Auditors and External Auditors. The Company Secretaries who attend each Board meetings play an important

role to ensure that Board procedures are adhered to at all times during meetings and advise the Board on

matters including corporate governance requirements. The Board is updated with new regulatory, regulations or

requirements concerning their duties and responsibilities. In addition, the Board may seek any independent

professional advice at the expense of the Company if required in furtherance of their board duties.

Where a potential conflict of interest may arise, it is mandatory practice for the Director concerned to declare his

interest and abstain from the decision making process.

Board Committees

No changes on the composition of the Board Committees during the FY 2008.

a) Audit Committee

Please refer to the Audit Committee Report which forms part of this Annual Report for further details.

b) ESOS Committee

The ESOS Committee is entrusted with the tasks of administer and implement the ESOS in accordance with

the Bye-Laws of ESOS and exercise of any discretion under the Bye-Laws with regards to the eligibility of

employees to participate in the ESOS, share offers and share allocations and to attend to such other matters

as may be required in carrying out the ESOS.

c) Nomination and Remuneration Committee (“NRC”)

The NRC consists of a majority of independent non-executive directors. The Board through this Committee

reviews its required mix of skills and experience and other qualities required at Board level annually to ensure

effectiveness of the Board.

The NRC also reviews remuneration package comprising salaries, bonuses, benefits-in-kind and allowances

of Executive Directors and Senior Management staff annually to ensure that the remuneration packages are

fair and reasonable. The determination of the remuneration of the Non-Executive Directors is a matter for the

Board as a whole.

d) Risk Management Committee (“RMC”)

The RMC was established to oversee the implementation of the risk management system and to ensure that

the risk management process is in place and functioning effectively.




Appointment and Re-election of Directors

Appointments to the Board are made based on the recommendation of the NRC.

In accordance with the Company’s Articles of Association, one third (1/3) of the Board, including the Managing

Director, shall retire from office at least once in every three (3) years. These retiring directors shall be eligible for re-

election. The Articles of Association also provide that a Director appointed by the Board during the year shall also

be subjected to re-election at the forthcoming Annual General Meeting (“AGM”) subsequent to his appointment.

Directors who have attained the retiring age of seventy (70) are mandatory to retire and offer themselves for re-

election at the forthcoming AGM pursuant to Section 129(6) of the Companies Act, 1965. Details of the Directors

seeking for re-election are disclosed in the Statement Accompanying Notice of Annual General Meeting.

Directors' Remuneration

The NRC reviews the remuneration package and other benefits-in-kind applicable to all Executive Directors

and Senior Management staff with individual directors abstaining from decisions in respect of their individual

remuneration. The NRC is responsible for ensuring that the level of remuneration is sufficient to attract and retain

its Executive Directors and Senior Management staff needed to manage the Company successfully.

The Company pays its Non-Executive Directors annual fees but subject to the approval from the shareholders

in the AGM. Attendance allowances for both Board meetings and Board Committees’ meetings are paid to the

Non-Executive Directors for each meeting they attended.

The remuneration of the directors for the FY 2008 is set out below:

i) The aggregate Directors’ remuneration received/receivable from the Company and subsidiary companies

during FY 2008 are as follow:

Meeting Benefit-InCategory Fees Salaries Bonuses Allowances Kind Total

RM RM RM RM RM RM

Executive Directors 144,000 2,264,344 344,475 - 248,482 3,001,301

Non-Executive Directors 216,000 432,000 - 41,000 - 689,000

ii) The number of directors whose remuneration falls in each successive band of RM50,000 is as follows:

Range of Remuneration No. of DirectorsRM Executive Non-Executive

Less than 50,000 - 4

50,000 - 100,000 - 2

350,000 - 400,000 - 1

400,000 - 450,000 1 -

750,000 - 800,000 1 -

800,000 - 850,000 1 -

1,000,000 - 1,150,000 1 -

1,150,000 - 1,200,000 1 -

5 7


Directors Training

All directors have completed the Mandatory Accreditation Programme and fulfilled the Continuing Education

Programme (CEP) requirements as prescribed by the Listing Requirements of Bursa Securities. During FY 2008,

the directors have attended an in-house training program entitled "Internal Control Guidelines (Methodology for the

Evaluation of Internal Controls in Corporate Governance)”. The Directors will continue to attend appropriate talks,

training programs and seminar to further enhance their skills and knowledge to enable them in carrying out their

duties effectively.

(B) COMMUNICATION WITH SHAREHOLDERS AND INVESTORS

Besides annual report and financial statements of the Company, shareholders and investors are kept informed of

the Company’s business development via circular to shareholders, quarterly financial reports, press releases and

various announcements made through Bursa Securities.

Shareholders are encouraged to attend the Company’s AGM as it is not only creates a platform of interaction

between the directors and shareholders but also allowing the directors to share with the shareholders of the

Company’s strategy, operations, performance and major developments. A question and answer session was held

during the AGM to encourage shareholders to raise questions regarding any proposed resolutions as well as

matters relating to the Group’s businesses and affairs.

An Extraordinary General Meeting (“EGM”) was held during FY 2008 for the Proposed Increase in Authorised Share

Capital of LBGB from the existing RM500,000,000 comprising 500,000,000 ordinary shares of RM1.00 each to

RM1,000,000,000 comprising 1,000,000,000 LBGB shares and the Proposed Renounceable Rights Issue of up to

175,037,156 new warrants in LBGB on the basis of Two (2) new warrants for every Five (5) existing LBGB shares

held. Both resolutions were approved by the shareholders in the EGM.

Shareholders and investors are encouraged at all times to log on and visit the Group’s official website at

www.lbs.com.my to gain further information on corporate, financial and new launches of the Group. The public is

welcomed to submit online enquiries for further information.

Dato’ Kamaruddin bin Abdul Ghani, the Vice Chairman of the Group has been assigned as the Senior Independent

Non-Executive Director to whom the shareholders may convey their concerns.

(C) ACCOUNTABILITY AND AUDIT

Financial Reporting

The Board is obliged to present a fair statement of LBGB’s position and prospect. With the assistance from the

members of the Audit Committee in reviewing all the information contained in the quarterly and year end financial

reports, the Board, upon obtaining the recommendation from the Audit Committee, would always ensure that

proper financial results are released to the public.




Statement of Directors Responsibility in respect of the Financial Statements

The Directors are responsible to ensure the Company’s financial statements are drawn up in accordance with the

applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965 so as to

give a true and fair view of the state of affairs, the results and cash flow of the Group and of the Company during

FY 2008. The Board is also responsible for ensuring that the financial results released to Bursa Securities within

the stipulated time frame.

In preparing the financial statements, the Directors have ensured compliance with the applicable approved

accounting standards and applied consistently and made judgements and estimates that are reasonable and

prudent. The Directors have also confirmed that the financial statements have been prepared on a going concern

basis.

The Directors are responsible in ensuring the Group and the Company keeps proper accounting records which

disclose with reasonable accuracy the financial position of the Group and the Company to enable them to ensure

that the financial statements comply with the provisions of the Companies Act, 1965 and the applicable approved

account standards. It is the Board’s general responsibility for taking such step to safeguard the assets of the Group

and to detect and prevent of fraud and other irregularities.

Internal Control

The Internal Auditors report directly to the Audit Committee. The Internal Audit function of the Group is independent

of the activities that they audit and the audit review are performed with impartiality, proficiency and with due

professional care.

Besides performing regular operational and compliance audit, the Internal Auditors may conduct investigation and

any ad-hoc review upon the requisition from the Audit Committee or the Management.

The information on the Group’s internal control is presented in the Statement of Internal Control forming part of this

Annual Report.

Relationship with the Auditors

The Board welcomed the joining of the new auditors, Messrs UHY Diong, who has audited the Group’s financial

results in the FY 2008.

The Company has always maintained a formal and transparent relationship with its external auditors in seeking

their professional advice and ensuring compliance with approved accounting standards.

(D) ADDITIONAL COMPLIANCE INFORMATION

In compliance with the Bursa Securities’ Listing Requirements, the following information is provided:

Share Buy Backs

During the financial year, there were no Share Buy Backs from the Company.


Options, Warrants and Convertible Securities

During the financial year, Options granted to and exercised by Non-Executive Directors pursuant to the ESOS of

LBGB are as follows:

Amount of Amount ofoptions options

No. Name of director granted exercised

1. Tan Sri Dato' Seri (Dr) Haji Abu Hassan bin Haji Omar 200,000 -

2. Dato' Wong Woon Yow 200,000 -

During the FY 2008, the Group had made a renounceable rights issue of up to 175,037,156 new warrants in LBGB

on the basis of two warrants for every five existing ordinary shares of RM1.00 each in LBGB at an issue price of

RM0.10 per warrant (“Warrants”). As at the issuance date, a total of 154,076,578 warrants has been allotted and

issued to the shareholders of LBGB. During the FY 2008, no warrant was converted into ordinary shares of RM1.00

each.

Please refer to Note 27 of the Financial Statements on page 108 of this Annual Report for salient features of the

above warrants.

A total of RM454,235 nominal value of 2003/2008 Irredeemable Convertible Unsecured Loan Stocks (“ICULS C”)

have been converted by the holders into fully paid ordinary shares of RM1.00 each in LBGB. The remaining

unconverted ICULS C of RM1,019,765 nominal value have been converted into ordinary shares on the maturity

date on 31 December 2008. Such converted ordinary shares have been deposited into the respective holders’

Central Depository System accounts pursuant to the Trust Deed dated 13 December 2001.

Please refer to Note 26 of the Financial Statements on pages 106 and 107 of this Annual Report for salient features

of the above loan stocks.

No employee of the Group has exercised the option shares during the FY 2008. Main features of the ESOS are

stated in the Report of Directors on page 53.

American Depository Receipt (“ADR”) or Global Depository Receipt (“GDR”) Programme

During the financial year, the Company did not sponsor any ADR or GDR Programme.

Imposition of Sanctions / Penalties

A total of RM2.9 million penalties have been imposed on the Company and its subsidiaries by the Inland Revenue

Board.

Non-Audit Fees

During the financial year, an amount of RM111,600 was paid to Messrs Anuarul Azizan Chew & Co and RM72,000

paid to Messrs UHY Diong respectively being fees for the professional services rendered in connection with the

corporate exercises on the rights issue of warrants, review of Statement of Internal Control, review of quarterly

results and auditing of Housing Development Accounts.

corporate governance statement



Utilisation of Proceeds

The status of utilisation of proceeds from the issuance of Warrants 2008/2018 is as follows:

Proposed Actual Balance Utilisation * Utilisation Unutilised

RM'000 RM'000 RM'000

Working capital and / or repayment of bank borrowings 14,408 13,085 1,323Estimated expenses in relations to the right issues of Warrants 1,000 655 345Total proceeds 15,408 13,740 1,668 #

Note:* As set out in the Abridged Prospectus dated 16 May 2008.# The surplus of expenses in relations to the right issues of Warrants will be utilized for working capital purpose.

The balance of RM1,668,000 will be fully utilized by 31 December 2009.

Variation in Results

For the FY 2008, LBGB’s audited profit after taxation and minority interest was reported RM21,499,000 whereas

the unaudited profit after taxation and minority interest was announced RM15,422,000 varied by RM6,077,000

representing a variance of 39%.

The difference in profit after taxation and minority interest was mainly due to the followings:

1) transfer of deferred tax liability of RM8,700,000 arising from land revaluation to Income Statement; and

2) reduction in reserve on consolidation of RM2,000,000

Profit Guarantee

No profit guarantee was given during the financial year.

Material Contracts

There was no material contract (not being contracts entered into the ordinary course of business) entered into by

the Company or its subsidiary companies involving directors’ or major shareholders’ interests, either subsisting at

the end of the financial year ended 31 December 2008 or entered into since the end of the previous financial year.

Revaluation of Landed Properties

Certain development projects which were acquired by the Group, when LBGB acquired LBS Bina Holdings Sdn

Bhd on 6 December 2001, have been revalued by Messrs Colliers, Jordan Lee & Jaafar Sdn Bhd, and open market

value as approved by the Securities Commission has been taken into account at Group level.

Save and except for the above, the Group’s assets are stated at historical cost. The Group does not have a

revaluation policy on landed properties.

Audit Committee Report

The report of the Audit Committee (“Committee”) of LBS Bina Group Berhad (“LBGB” or “Company”) for the financial

year ended 31 December 2008 (“FY 2008”) is presented as follows:

MEMBERSHIPS

The present members of the Committee are as follows:

Dato' Kamaruddin bin Abdul Ghani

Chairman, Independent Non-Executive Director

Maj Jen (B) Dato' Mohamed Isa bin Che Kak

Member/Independent Non-Executive Director

Kong Sau Kian *


Dato' Wong Woon Yow


* Member of Malaysian Institute of Accountants

MEETING

During the FY 2008, the Committee held a total of five (5) meetings with full attendance for each meeting without the

presence of Executive Directors. The Executive Directors, Head of Internal Auditors and Senior Management staff were

invited to the meetings as and when necessary to answer to the queries and to provide detailed information and

explanation requested.

TERMS OF REFERENCE

Objective

The main objective of the Committee is to assist the Board of Directors (“Board”) in fulfilling its fiduciary responsibilities

relating to corporate accounting, system of internal controls, management and financial reporting practices of LBGB

and its group of companies (“Group”).

Members

The Committee shall be appointed by the Board from amongst its number and shall consist of not less than three (3)

members. All the members must be non-executive and financially literate, with a majority of them being Independent

Directors. Independent Director shall be one who fulfils the requirement as provided in the Listing Requirements of the

Bursa Malaysia Securities Berhad (“Bursa Securities”).

Pursuant to Paragraph 15.10(1)(c) of the Listing Requirements of Bursa Securities, at least one member of the

Committee:

i) must be a member of the Malaysian Institute of Accountants (“MIA”); or

ii) if he is not a member of MIA, he must have at least three (3) years working experience and :

aa) passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or

bb) must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the

Accountants Act 1967; or

iii) fulfils such other requirements as prescribed by Bursa Securities.

Members of the Committee shall elect a Chairman from amongst their number who shall be an Independent Director.

No alternate director can be appointed as a member of the Committee.

audit committee report (cont’d)



Quorum

The quorum for meeting of the Committee shall be two (2) in which the majority present in respect of such meeting must

be Independent Directors. A valid quorum shall consist of at least one (1) member who is qualified under Paragraph

15.10(1)(c) of the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”).

Proceedings of Meeting

Meetings shall be held not less than four (4) times a year. Additionally the Chairman shall convene meeting of the

Committee if requested by its members, the management, the internal auditor or external auditor to consider any

matters within the scope and responsibilities of the Committee.

Any member may participate in the meetings of the Committee by means of tele-conferencing whereby all persons

attending or participating the meetings can hear each other. The person or persons participating the meetings in the

aforesaid manner shall be deemed for all purposes to be present in person at such meetings.

The Company Secretary shall be the Secretary of the Committee. Minutes of each meeting shall be duly entered in the

minutes books and safekept by the Secretary. The Secretary shall circulate the minutes of meetings of the Committee

to all members of the Committee and the Board.

Authority

The Committee shall within its terms of reference:

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

2. have full access to any information as required to perform its duties;

3. have the authority to investigate any activity within its terms of reference;

4. have the authority to form sub-committee(s) if deemed necessary and fit;

5. have the authority to delegate any of its responsibilities to any person or committee(s) that is deemed fit;

6. be able to obtain independent professional or other advice and invite outsiders with relevant experience to attend

the meeting of the Committee.

Duties and Functions

The duties and functions of the Committee shall be:

1. Internal Audit

• To oversee the functions of Internal Audit Department and ensure compliance with relevant regulatory;

• To review the adequacy of the scope, functions, competency and resources of the internal audit functions and

that it has the necessary authority to carry out its work;

• To review the internal audit programme, consider the major findings of internal audits and Management’s

response, and ensure coordination between the internal and external auditors; and

• To appoint, set compensation, evaluate performance and decide on the transfer and dismissal of the Head of

Internal Audit.

audit committee report (cont’d)

2. Internal Control

• To review the effectiveness of internal controls and risk management process.

3. External Audit

• To consider the appointment of the external auditor, the audit fee and any questions of resignation or

dismissal of the external auditor before making recommendation to the Board;

• To review the external auditors’ audit scope and plan, including any changes to the planned scope of the

audit plan;

• To review the external auditors’ Management Letter and Management’s response;

• To review, with the external auditor, the audit reports, the auditor’s evaluation of the system of internal

control, audit plan and the assistance given by the employees to the external auditor;

• To discuss problems and reservations arising from the interim and final audits, and matters the auditor may

wish to discuss (in the absence of Management where necessary); and

• To review whether there is reason (supported by grounds) to believe that the Company’s external auditor is

not suitable for re-appointment.

4. Financial Reporting

• To review with the management the quarterly and year-end financial statements of the Company prior to the

approval by the Board, focusing particularly on:

• Any changes in accounting policies and practices;

• Significant adjustments arising from the audit;

• Major judgement areas;

• Significant and unusual events;

• The going concern assumption; and

• Compliance with accounting standards and other legal requirements.

5. Related Party Transactions

• To review any related party transactions and conflict of interest situation that may arise in the Company

including any transactions, procedures or course of conducts that raise questions of management integrity.

6. Other Matters

• To direct and where appropriate supervise any special project or investigation considered necessary;

• To report to the Board summarising the work performed in fulfilling the Committee’s primary responsibilities;

and

• To consider other matters as defined by the Board.

audit committee report



SUMMARY OF ACTIVITIES

During the year under review, the following were the activities carried out:

• Reviewed and approved the Internal Audit Plan proposed by the Internal Audit Department for the year 2008.

• Reviewed the Risk Assessment Reports on the investments and divestments of the Group for the year 2008.

• Reviewed the nomination of Messrs UHY Diong as the Auditors of LBGB in place of the retiring Auditors Messrs

Anuarul Azizan Chew & Co, for the FY 2008.

• Reviewed the internal audit reports on findings and recommendations in line with the internal audit programme and

the management replies as well as appropriate remedial actions undertaken by the Group.

• Reviewed the internal audit report on the application for ISO 9001:2000 certification by the Group’s construction

arm, MITC Engineering Sdn Bhd, from Worldwide Quality Assurance, United Kingdom for its management in

construction and engineering works.

• Reviewed the follow up internal audit reports which highlighted on the corrective action plan undertaken by the

management pertaining to the past internal audit reports.

• Reviewed the unaudited quarterly financial results of the Group for the financial year 2008 and the audited financial

statements of the Group for the financial year ended 31 December 2007 prior to the Board approval and

subsequent announcement.

• Reviewed the terms of the proposed renewal of general mandate and proposed new general mandate for recurrent

related party transactions of a revenue or trading nature and the procedures for these proposed transactions.

• Reviewed the verification on allocation of options to employees under the Employees Share Option Scheme

(“ESOS”) of the Company carried out by the External Auditors.

• Reviewed the Statement of Internal Control of the Group for the purpose of inclusion in the Annual Report 2007.

STATEMENT BY COMMITTEE ON THE COMPANY’S ESOS

The Committee, with the assistance of verification work performed by the External Auditors, is satisfied that the

allocation of options pursuant to the Company’s ESOS during the FY 2008, has complied with the criteria set out in the

ESOS Bye-Laws.

INTERNAL AUDIT FUNCTION

LBGB’s Internal Audit Department (“IAD”) was set up in Year 2005. IAD acts as an independent appraisal function from

the Management of the Company in carrying out its duties and responsibilities effectively with the Head of IAD reports

directly to the Committee. Besides reviewing the finding of internal control system of the Group, IAD is also provides

recommendations to improve such internal controls. The IAD adopts a risk-based auditing approach taking into account

global best practices and industry standards.

During the financial year under review, the IAD has carried out its internal audit assignments in accordance with the

Internal Audit Plan approved by the Committee. The Internal Auditors have conducted few operational, financial and

compliance audit on the subsidiaries of LBGB. Internal audit reports and relevant follow up reports together with

management response were circulated to all members of the Committee for review and discussion before the Audit

Committee Meeting on a quarterly basis. Upon the recommendation from the Committee, the said internal audit reports

were tabled at the Board Meeting for approval.

Statement Of Internal Control

Pursuant to Paragraph 15.27(b) and the Practice Note No. 9/2001 of Bursa Malaysia Securities Berhad ListingRequirements and as guided by the Statement on Internal Control: Guidance for Directors of Public Listed Companies,the Board of Directors (“Board”) is committed to maintain a sound system of internal control to safeguard shareholders’investment and the company’s assets. The Board of LBS Bina Group Berhad (“LBGB” or “Group” or “Company”) ispleased to present the below mentioned statement for the financial year ended 31 December 2008.

RESPONSIBILITY

The Board assumes its overall responsibilities towards the Group’s system of internal control and reviewing theadequacy and integrity of the Company’s internal control systems and management information systems, inclusive ofsystems for compliance with applicable laws, regulations, rules, directives and guidelines. The Board ensures thatappropriate policies on internal control are set and to seek regular assurance so that the system is functioningadequately and its integrity is maintained.

INTERNAL AUDIT FUNCTION

The Internal Auditors conduct the regular reviews and appraisal of the effectiveness of the system of internal controlsof the Company impartiality, proficiency and due professional care. Reports will be made to the Audit Committee on aquarterly basis or more often, if required.

RISK MANAGEMENT

The Risk Management Committee (“RMC”) of the Company assists the Board in undergoing the process for identifying,evaluating, monitoring and managing the significant risks across all the functions of the Group. In 2008, the Board hasentrusted the RMC to review the implementation status of Management Action Plan of each department’s risk profiles.The results of the discussions and findings are recorded in the Risk Register and the same was tabled at the AuditCommittee Meeting and Board Meeting for deliberation and adoption. In additions, the RMC has carried out riskassessment on business investments and divestments of the Group.

OTHER KEY ELEMENTS AND PROCESSES OF INTERNAL CONTROLS

Other key elements and processes of the Group’s system of internal control are:

- The Group’s Internal Audit Department, which reports to the Audit Committee performed regular reviews ofbusiness processes to assess the effectiveness of internal controls. Internal audit visits were carried out to reviewthe adequacy of the internal control systems, compliance with policies and procedures. The work of the internalauditors is in accordance with an annual audit plan approved by the Audit Committee and revised as and whendeemed appropriate.

- Operational structure with defined lines of responsibilities and delegation of authority. A process of hierarchicalreporting has been established which provides for a documented and auditable trail of accountability.

- The operational guidelines are regularly reviewed and updated to ensure effective management of the Group’soperations.

- The Audit Committee holds regular meetings to deliberate on findings and recommendations for improvement bythe internal auditors on the state of the internal control system, and reports back to the Board; and

- The Audit Committee and the Board monitor and review the Group performance and financial results at theirquarterly meetings.

The above control elements provide reasonable assurance to the Board that the structure of controls is appropriate tothe Group’s operations and that risks are at an acceptable level throughout the Group’s business. The Board willendeavour to continue improving and enhancing the existing system of internal control to ensure their continuedrelevance in the changing business environment.

Corporate Social Responsibility



As a corporate citizen, we have always believed that the Group should contribute economically, environmentally and

socially to the areas in which it operates. We aim to integrate our commitment to sustainability in all aspects of our

business operations to better meet the economic, environmental and climate change mitigation challenges that lie

ahead. We also aim to be responsible, accountable and ethical in the way that we conduct our activities and recognize

the obligations and shared expectations that corporate responsibility contains.

Philanthropy & Donations

LBS has been one of the main sponsors for Kiwanis Treasure Hunt for years 2007 and 2008 consecutively. This charity

event was in aid of the Kiwanis Down Syndrome Foundation - National Centre, The Community Centre for the Deaf,

Ti-Ratana House of Hope, Rumah Wawasan, Sitiawan, Joy Workshop, Melaka and Kiwanis Orphanage, Batu Pahat

organized by The Kiwanis Club of Kuala Lumpur (KCKL). Philanthropy or donations to charitable causes has been one

of the corporate social events carried out by the Group annually. Recipients of contributed funds in year 2008 include

Sungei Way Old Folks Home, victims of Sichuan earthquake, Happy Senior Cultural & Arts Studies and other charitable

organizations.

Staff Volunteerism

We aim to be one of the leading corporate citizens by supporting the communities of places where we live, work and

serve. In year 2008, LBS team has participated in the fund raising activity of the 2008 Kiwanis Fun Fair Carnival at

Kiwanis Centre, Petaling Jaya. Through education and awareness campaign planned to be carried out in year 2009,

we expect more employees to take part in the voluntarily programmes and community services.

Affordable Homes

In view of the Group's involvement in property development, the Group had taken initiatives of building affordable

homes for purchasers from medium income groups at many of its mixed development projects such as in Bandar

Saujana Putra, Kota Perdana, Taman Balakong Jaya, Taman Perindustrian Bukit Serdang, etc. The Group continues to

incorporate in its development plans building of affordable homes in the year 2009.

Human Resource Welfare & Development

The Group continued to refine its human resource practices with a view to retain our employees, cultivate their potential

and to also care for their well-being. We believe in investing in our employees and creating a conducive, challenging

and supportive work environment. Employee of the Group were provided with hospitalization insurance and opportunity

to have a direct ownership of the Company through Employee Share Option Scheme. Employees of the Group are also

entitled to participate in the property purchase discount scheme.

As part of our human capital development, the Group has continued arranging training programmes, either on-the-job,

organized in-house or participating in programmes organized by external professionals, focusing on topics that are job

related with aims to equip the employees with the required skills and knowledge to stay ahead in their working capacity.

The Marketplace

The Group recognizes the importance of building and maintaining positive relationships with its customers, suppliers

and contractors.

To our customers, the Group continues to maintain an open communication with its purchasers via Customer Care

Center or by email at [email protected] Immediate reply and/or action would be taken for enquiries or complaints

received so as to ensure customers satisfaction.

corporate social responsibility

To our suppliers, the Group has set out standards and ethics by which the business is conducted. It ensures that there

is no bias and all suppliers will be treated fairly without prejudice. The Group values and derives considerable and

competitive advantage from active cooperation with its established suppliers in terms of innovation and product

development.

To our contractors, tenders procedures have been made clear to them so as the award of contracts are done in a fair

and just atmosphere.

For better understanding of the Group's performance and growth, the interested parties may access to information

through the Group's website at www.lbs.com.my or news released from time to time.

Environmental Sustainability

We are moving towards the direction in making environmental practices part of our workplace culture. The Group is

committed to achieving good standards of environmental performance, preventing pollution and minimizing the impact

of its operations. The Group's aim is that no lasting environmental damage occurs as a result of its activities and policies

are being implemented to ensure that all its operations meet or exceed the requirements of legislation and applicable

best practice.

As the property developer, we have initiated numerous operational processes that set out to reduce the adverse impact

of the activities within our project on the environment. In year 2008, the Construction Division has successfully reduced

the consumption of diesel in its operation at project sites by improving labour effectiveness.

The Group continues to raise environmental awareness within the Group through initiative in disseminating guidelines

on 3Rs (Reuse, Recycle and Reduce). Policy set to use recycled papers in office, sale of recycled materials collected

from office and site, switch off lights and air-conditioning system during lunch time are merely some of the examples in

our daily practices.

CSR in Overseas Operations

As for our effort of CSR in office at Zhuhai, China through the “Wenchuan Earthquake Golf Charity Game” jointly

organized with Zhuhai Golf Association and Lakewood Golf Club, a total of RMB300,000 cash was successfully raised.

Along with community sports promotion, Lakewood has sponsored RMB173,000 to Sports General Administrative

Bureau of Zhuhai for organizing the 7th Sports Day of Zhuhai City. To promote sports in the youth group, special rate

of green fee has been given for the youth in their golf activities carried out in Lakewood, this includes “2008 National

Junior Golf Master Challenge” and “Zhuhai Jiuzhou Port National University Golf Tournament”.

Recurrent Related Party Transactions



The Company is seeking shareholders' mandate for the Proposed Renewal of General Mandate pursuant to Chapter

10.09 of the Listing Requirements and Paragraph 4.1.4 of Practice Note 12/2001 of the Listing Requirements at the

forthcoming Ninth Annual General Meeting to be held on 25 June 2009.

Recurrent Related Party Transactions of A Trading or Revenue Nature of the Group for the financial year ended

31 December 2008 are as follows:

Related Party Nature of Recurrent Value of Nature of relationship between

Transactions with LBGB Transactions LBGB Group and the Related Party

Group (RM'000)

1. Sun Engineering i) Provision of civil and - • SEC is owned by Lim Mok Chau, JP

& Construction structural construction (33% equity interest), Lim Mok Lai (33%

Sdn Bhd (“SEC”) works for property equity interest), Tan Ek Bee (17% equity

development projects interest) and Tey Cham Lee (17% equity

interest).

ii) Purchasing of construction • Both Lim Mok Chau, JP and Lim Mok Lai

materials are brothers to Dato' Seri Lim Bock Seng

and uncles to the Lim Brothers. Tan Ek

Bee is the wife to Lim Mok Chau, JP and

Tey Cham Lee is the wife to Lim Mok Lai.

2. Syarikat Jati i) Provision of civil and 2,972 • SJPA is owned by Lim Bock Kooi (40%

Pemborong Am structural construction equity interest) and Lim Thiam Chye

Sdn Bhd (“SJPA”) works for property (60% equity interest).

development projects

• Lim Bock Kooi is the brother of Dato'

ii) Purchasing of construction Seri Lim Bock Seng and uncle to Lim

materials Brothers.

• Lim Thiam Chye is the son of Lim Bock

Kooi and nephew to Dato' Seri Lim Bock

Seng.

3. Power Automation i) Electrical wiring and - • PAE is owned by Lee Chak Seng (35%

Engineering Sdn installation contractor equity interest) and Kok Chee Khung

Bhd (“PAE”) (35% equity interest).

ii) Purchasing of construction • Lee Chak Seng is deemed an interested

materials party as he is a shareholder and director

of Utuh Sejagat Sdn Bhd (a 51% owned

subsidiary of LBGB).

• Kok Chee Khung is deemed an

interested party as he is a shareholder

and director of Jatidiri Gigih Sdn Bhd

(a 51% owned subsidiary of LBGB).

recurrent related party transactions (cont’d)

4. a) Dato' Seri Purchase of Properties - • Dato' Seri Lim Bock Seng is Chairman

Lim Bock Seng and Non-Independent Non-Executive

Director of the Company.

b) Dato' Lim - • Lim Brothers are Executive Directors of

Hock San the Company.

c) Datuk Lim 320

Hock Guan

d) Dato' Lim -

Hock Sing

e) Datuk Lim -

Hock Seong

5. Chia Lok Yuen Purchase of Properties - • Chia Lok Yuen is an Executive Director

of the Company.

6. Dato' Kamaruddin Purchase of Properties - • Dato' Kamaruddin bin Abdul Ghani is the

bin Abdul Ghani Vice Chairman and Independent Non-

Executive Director of the Company.

7. Steven Tai, Provision of services as 125 • Stephen Wong Yee Onn is one of the

Wong & Partners advocates and solicitors partners of STWP and son of Dato'

(“STWP”) Wong Woon Yow who is an Independent

Non-Executive Director of the Company.

• Dato' Wong Woon Yow is deemed an

interested party as he is the father of

Stephen Wong Yee Onn.

8. Intelrich Sdn Bhd Purchase of properties - • Intelrich is owned by Dato' Lim Hock

(“Intelrich”) San (50% equity interest), Datuk Lim

Hock Guan (20% equity interest), Dato'

Lim Hock Sing (15% equity interest)

and Datuk Lim Hock Seong (15% equity

interest).

• Intelrich is a substantial shareholder

of LBGB which holds 47.03% equity

interest in LBGB. Therefore, Lim

Brothers are also deemed interested by

virtue of their interests in Intelrich.

• Dato' Seri Lim Bock Seng who is the

Director of Intelrich and Chairman of

LBGB, is also the father of Lim Brothers.

recurrent related party transactions (cont’d)



• Datin Seri Liew Boon who is the Director

of Intelrich is also the mother of Lim

Brothers.

9. a) Dato' Amir Purchase of properties 1,157 • Dato' Amir Arif bin Kamarudin and Md

Arif bin Ariffin bin Mahmud are sons-in-law of

Kamarudin Tan Sri Dato' Seri (Dr) Haji Abu Hassan

bin Haji Omar, who is an Independent


b) Md Ariffin bin - • Tan Sri Dato' Seri (Dr) Haji Abu Hassan

Mahmud bin Haji Omar is deemed an interested

party as he is the father-in-law to Dato'

Amir Arif bin Kamarudin and Md Ariffin

bin Mahmud respectively.

10. Magma Destar (M) Purchase of properties - • MDSB is owned by Dato' Amir Arif bin

Sdn Bhd (“MDSB”) Kamarudin (51% equity interest) and Md

Ariffin bin Mahmud (49% equity interest).

• Dato' Amir Arif bin Kamarudin and

Md Ariffin bin Mahmud are deemed

interested parties as both of them are

the sons-in-law of Tan Sri Dato' Seri (Dr)

Haji Abu Hassan bin Haji Omar, who is

an Independent Non-Executive Director

of the Company.

• Tan Sri Dato' Seri (Dr) Haji Abu Hassan

bin Haji Omar is deemed an interested


Amir Arif bin Kamarudin and Md Ariffin

bin Mahmud respectively.

11. AYT Piling & Purchase of properties - • AYT is owned by Dato' Amir Arif bin

Construction Sdn Kamarudin (60% equity interest).

Bhd (“AYT”)

• Dato' Amir Arif bin Kamarudin is deemed

interested party as he is the son-in-law

of Tan Sri Dato' Seri (Dr) Haji Abu Hassan

bin Haji Omar, who is an Independent



bin Haji Omar is deemed an interested


Amir Arif bin Kamarudin.

recurrent related party transactions

12. Econtechnic Sdn Purchase of properties - • ESB is owned by Dato' Amir Arif bin

Bhd (“ESB”) Kamarudin (70% equity interest).


bin Haji Omar, Independent Non-

Executive Director of LBGB is deemed

an interested party as he is the father-in-

law to Dato' Amir Arif bin Kamarudin and

Md Ariffin bin Mahmud respectively.

13. a) Dato' Wong Purchase of properties - • Dato' Wong Woon Yow is an

Woon Yow Independent Non-Executive Director

of LBGB.

b) Stephen Wong - • Stephen Wong Yee Onn and Paul Wong

Yee Onn Yee Keong are sons of Dato' Wong

Woon Yow.

c) Paul Wong -

Yee Keong

Financial Statements

52 Directors’ Report 59 Statemen by Directors 59 Statutory Declaration 60 Independent Auditors’ Report 62 Balance Sheets 64 Income Statements 65 Statement of Changes in Equity

69 Cosolidated Cash Flow Statement 71 Company Cash Flow Statements 73 Notes to the Finanacial Statements

Directors’ Report

The Directors have pleasure in presenting their report together with the audited financial statements of the Group and

of the Company for the financial year ended 31 December 2008.

Principal Activities

The principal activities of the Company are management and investment holding. The principal activities of the

subsidiary companies and associated companies are disclosed in Note 52 and Note 53 to the financial statements.

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

Financial Results

Group CompanyRM RM

Profit before taxation 10,294,311 288,349

Taxation 12,560,478 (205,086)

Profit for the financial year 22,854,789 83,263

Attributable to:

Equity holders of the parent 21,498,748 83,263

Minority shareholders’ interests 1,356,041 -

22,854,789 83,263

In the opinion of the Directors, the results of the operations of the Group and of the Company for the financial year have

not been substantially affected by any item, transaction or event of a material and unusual nature.

Dividend

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

The Board of Directors does not recommend any dividend in respect of the financial year under review.

Options Granted Over Unissued Shares

No options were granted to any person to take up unissued shares of the Company during the financial year under

review, except for the Employee Share Option Scheme.

Reserves and Provisions

There were no material transfers to or from reserves or provisions during the financial year under review other than those

disclosed in the financial statements.



Issue of Shares and Debentures

During the financial year, the Company increased its:

(a) authorised ordinary share capital from RM500,000,000 to RM1,000,000,000 by creation of 500,000,000 ordinary

shares of RM1.00 each at par; and

(b) issued and paid-up ordinary share capital from RM385,191,792 to RM386,211,557 by issuance of 1,019,765 new

ordinary shares of RM1.00 each pursuant to the conversion of Irredeemable Convertible Unsecured Loan Stocks

2003/2008 (“ICULS C”) at the conversion price of RM1.00 each.

All new ordinary shares issued during the financial year ranked pari passu in all respects with the existing ordinary

shares of the Company.

There were no issues of debentures during the financial year under review.

Warrant Reserves

The Warrants 2008/2018 were constituted under the Deed Poll dated 30 April 2008.

As at 31 December 2008, the total numbers of Warrants that remain unexercised were 154,076,578.

Employee Share Option Scheme

The LBS Bina Group Berhad Employee Share Option Scheme (“ESOS”) was approved by shareholders at the

Extraordinary General Meeting (“EGM”) on 24 June 2002 and became effective on 16 September 2002 for a period of

5 years, and shall lapse on 15 September 2007. Pursuant to the Board’s approval on 28 May 2007, the tenure of the

ESOS has been extended for a further 5 years, expiring on 15 September 2012.

The ESOS Bye-Laws were amended and approved by the shareholders at the EGM on 29 June 2005 to include

the participation of Non-Executive Directors of the Company and to increase the maximum number of new ordinary

shares available under the ESOS from ten per cent (10%) to fifteen per cent (15%) of the total issued and paid-up capital

of the Company.

The salient features and other terms of the ESOS are disclosed in Note 41 to the financial statements.

The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose the

names of option holders, other than Directors, who have been granted options to subscribe for less than 100,000

ordinary shares of RM1.00 each.

The list of employee granted option to subscribe for more than 100,000 ordinary shares of RM1.00 each during the

financial year are as follows:

Option price Number of share optionsAt At

RM 1.1.2008 Granted 31.12.2008

Lim Lit Chek 1.00 - 100,000 100,000

Nazeri Bin Saad 1.00 50,000 100,000 150,000

Details of the options granted to Directors are disclosed in the section on Directors’ interests in this report.

directors’ report (cont’d)


Directors

The Directors who served since the date of the last report are as follows:

Dato’ Seri Lim Bock Seng, S.S.S.A., D.P.M.S., A.M.N.

Dato’ Kamaruddin bin Abdul Ghani, D.I.M.P., S.M.P., A.M.N.

Dato’ Lim Hock San, D.S.S.A., J.P.

Datuk Lim Hock Guan, D.M.S.M., P.J.K., J.P.

Dato’ Lim Hock Sing, D.I.M.P., J.P.

Datuk Lim Hock Seong, D.M.S.M.

Chia Lok Yuen

Tan Sri Dato’ Seri (DR) Haji Abu Hassan bin Haji Omar, P.S.M., S.P.M.S., S.M.T., P.I.S., F.C.I.L.T., F.M.I.P.

Maj. Jen. (B) Dato’ Mohamed Isa bin Che Kak, J.S.D., K.M.N., P.P.T., S.M.P., D.S.D.K., J.M.N., D.P.T.S, P.S.A.T.

Dato’ Wong Woon Yow, D.S.S.A.


Kong Sau Kian

Directors’ Interests

Details of holdings and deemed interests in the share capital, options, warrants over the shares and debentures of the

Company or its related corporations by the Directors in office at the end of the financial year, according to the register

required to be kept under Section 134 of the Companies Act, 1965, were as follows:

No. of ordinary shares of RM1.00 eachAt At

1.1.2008 Acquired Disposed 31.12.2008

LBS Bina Group BerhadDirect interest

Dato’ Seri Lim Bock Seng 350,000 - - 350,000

Dato’ Lim Hock San - 1,100,000 - 1,100,000

Maj. Jen. (B) Dato’ Mohamed Isa bin Che Kak 4,084 - - 4,084

Dato’ Wong Woon Yow 50,000 - - 50,000

Chia Lok Yuen 105,000 - - 105,000

Mohd Fazil bin Shafie 2,000,000 - - 2,000,000

LBS Bina Group BerhadIndirect interest

Dato’ Seri Lim Bock Seng 1 1,815,400 510,000 15,000 2,310,400

Dato’ Lim Hock San 2 173,636,460 6,875,900 - 180,512,360

Datuk Lim Hock Guan 2 173,546,460 6,880,900 - 180,427,360

Dato’ Lim Hock Sing 2 173,683,460 6,875,900 - 180,559,360

Datuk Lim Hock Seong 2 173,728,460 7,050,900 5,500 180,773,860

Tan Sri Dato’ Seri (DR) Haji Abu Hassan

bin Haji Omar 1 673,000 - - 673,000



Directors’ Interests (cont’d)

No. of options over ordinary shares of RM1.00 each(“ESOS”)

At At1.1.2008 Granted Exercised 31.12.2008

LBS Bina Group BerhadDato’ Seri Lim Bock Seng 1,000,000 - - 1,000,000

Dato’ Kamaruddin bin Abdul Ghani 1,000,000 - - 1,000,000

Dato’ Lim Hock San 2,000,000 - - 2,000,000

Datuk Lim Hock Guan 1,800,000 - - 1,800,000

Dato’ Lim Hock Sing 1,800,000 - - 1,800,000

Datuk Lim Hock Seong 1,800,000 - - 1,800,000

Chia Lok Yuen 900,000 - - 900,000

Tan Sri Dato’ Seri (DR) Haji Abu Hassan

bin Haji Omar 500,000 200,000 - 700,000

Maj. Jen. (B) Dato’ Mohamed Isa bin Che Kak 1,000,000 - - 1,000,000

Dato’ Wong Woon Yow 500,000 200,000 - 700,000

Mohd Fazil bin Shafie 1,000,000 - - 1,000,000

Kong Sau Kian 1,000,000 - - 1,000,000

No. of Warrants 2008/2018 of RM0.10 eachAt At

1.1.2008 Acquired Disposed 31.12.2008

LBS Bina Group BerhadDirect interest

Dato’ Seri Lim Bock Seng - 140,000 - 140,000

Chia Lok Yuen - 50,000 - 50,000

Dato’ Wong Woon Yow - 20,000 - 20,000


Dato’ Seri Lim Bock Seng 1 - 604,000 - 604,000

Dato’ Lim Hock San 3 - 105,612,546 - 105,612,546

Datuk Lim Hock Guan 3 - 105,612,546 - 105,612,546

Dato’ Lim Hock Sing 2 - 105,667,346 - 105,667,346

Datuk Lim Hock Seong 3 - 105,612,546 - 105,612,546



Directors’ Interests (cont’d)

No. of RM1.00 nominal value of 4% IrredeemableConvertible Unsecured Loan Stocks 2003/2008

(“ICULS C”)At At

1.1.2008 Acquired Converted 31.12.2008


Dato’ Lim Hock San 3 217,000 - 217,000 -

Datuk Lim Hock Guan 3 217,000 - 217,000 -

Dato’ Lim Hock Sing 3 217,000 - 217,000 -

Datuk Lim Hock Seong 3 217,000 - 217,000 -

No. of RM1.00 nominal value of 4% IrredeemableConvertible Unsecured Loan Stocks 2004/2009

(“ICULS D”)At At

1.1.2008 Acquired Converted 31.12.2008


Dato’ Seri Lim Bock Seng 1 9,000 - - 9,000

Dato’ Lim Hock Sing 1 1,000 - - 1,000

Datuk Lim Hock Seong 1 1,000 - - 1,000

Note:

1 Deemed interests pursuant to Section 134(12)(c) of the Companies Act, 1965 in compliance with the Companies

(Amendment) Act, 2007 by virtue of their spouse and/or child direct interests in the Company.

2 Deemed interests pursuant to Section 134(12)(c) of the Companies Act, 1965 in compliance with the Companies

(Amendment) Act, 2007 by virtue of their spouse and/or child direct interests in the Company and Section 6A of

the Companies Act, 1965 by virtue of their direct interests in Intelrich Sdn. Bhd.

3 Deemed interests pursuant to Section 6A of the Companies Act, 1965 by virtue of their direct interests in Intelrich

Sdn. Bhd.

By virtue of their interests in the shares of the Company, Dato’ Lim Hock San, Datuk Lim Hock Guan, Dato’ Lim Hock

Sing and Datuk Lim Hock Seong are also deemed to have interests in the shares of all the subsidiary companies to the

extent the Company has an interest.



Directors’ Benefits

Since the end of the previous financial year, no Director of the Company has received or become entitled to receive any

benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by

Directors as shown in the financial statements) by reason of a contract made by the Company or a related corporation

with the Director or with a firm of which the Director is a member, or with a company in which the Director has a

substantial financial interest.

Neither during nor at the end of the financial year, was the Company a party to any arrangement the object of which

is to enable the Directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or

any other body corporate, other than those arising from the share options granted under the LBS Bina Group Berhad

ESOS.

Other Statutory Information

(a) Before the income statements and balance sheets of the Group and of the Company were made out, the Directors

took reasonable steps:

(i) to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance

for doubtful debts and satisfied themselves that all known bad debts had been written-off and that adequate

allowance had been made for doubtful debts; and

(ii) to ensure that any current assets which were unlikely to realise their value in the ordinary course of business

were written down to an amount which they might be expected so to realise.

(b) At the date of this report, the Directors are not aware of any circumstances which would render:

(i) the amount written-off for bad debts or the amount of allowance for doubtful debts in the financial statements

of the Group and of the Company inadequate to any substantial extent;

(ii) the values attributed to the current assets in the financial statements of the Group and of the Company

misleading;

(iii) any amount stated in the financial statements of the Group and of the Company misleading; and

(iv) adherence to the existing method of valuation of assets or liabilities of the Group and of the Company

misleading or inappropriate.

(c) In the opinion of the Directors:

(i) No contingent or other liabilities have become enforceable, or are likely to become enforceable within the

period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may

affect the ability of the Company or its subsidiary companies to meet their obligations as and when they fall

due; and

(ii) No item, transaction or event of a material and unusual nature has arisen in the interval between the end of

the financial year and the date of this report which is likely to affect substantially the results of the operations

of the Group or of the Company for current financial year.


directors’ report

Other Statutory Information (cont’d)

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

(i) any charge on the assets of the Company and its subsidiary companies which have arisen since the end of

the financial year to secure the liabilities of any other person; and

(ii) any contingent liability in respect of the Company and its subsidiary companies which have arisen since the

end of the financial year.

Significant Events

The significant events are disclosed in Note 48 to the financial statements.

Subsequent Events

The subsequent events are disclosed in Note 49 to the financial statements.

Auditors

The auditors, UHY Diong, have expressed their willingness to accept re-appointment.

Signed in accordance with a resolution of the Directors.

DATO’ LIM HOCK SAN CHIA LOK YUEND.S.S.A, J.P.

KUALA LUMPUR

30 April 2009



We, DATO’ LIM HOCK SAN, D.S.S.A, J.P. and CHIA LOK YUEN, being two of the Directors of LBS BINA GROUP

BERHAD, do hereby state that, in the opinion of the Directors, the financial statements set out on pages 62 to 144 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 financial position of the Group and of the Company as at 31 December 2008 and of their

financial performance and cash flows for the year then ended.

Signed in accordance with a resolution of the Directors.

DATO’ LIM HOCK SAN CHIA LOK YUEND.S.S.A, J.P.

KUALA LUMPUR

30 April 2009

I, CHANG YEE KHIM being the Officer primarily responsible for the financial management of LBS BINA GROUP

BERHAD, do solemnly and sincerely declare that the financial statements set out on pages 62 to 144 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 CHANG YEE KHIM )

at KUALA LUMPUR in the Federal )

Territory this 30 April 2009 )

CHANG YEE KHIM

Before me,

Commissioner for Oaths

Statement By Directors

pursuant to section 169(15) of the companies act, 1965

Statutory Declaration

pursuant to section 169(16) of the companies act, 1965

Report on the Financial Statements

We have audited the financial statements of LBS Bina Group Berhad, which comprise the balance sheet as at

31 December 2008 of the Group and of the Company, and the income statements, statements of changes in equity and

cash flow statements of the Group and of the Company for the year then ended, and a summary of significant

accounting policies and other explanatory notes as set out on pages 62 to 144.

Directors’ Responsibility for the Financial Statements

The directors of the Company are responsible for the preparation and fair presentation of these financial 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 financial

statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate

accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit

in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free

from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial

statements. The procedures selected depend on our judgment, including the assessment of risk of material

misstatement of the financial 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 financial 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 estimate made by the directors, as well as evaluating the overall

presentation of the financial statements.

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

opinion.

Opinion

In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards

and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and

of the Company as at 31 December 2008 and of their financial performance and cash flows for the year then ended.

Independent Auditors’ Report

to the members of lbs bina group berhad



Report on Other Legal and Regulatory Requirements

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

(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company

and its subsidiary companies have been properly kept in accordance with the provisions of the Act.

(b) We have considered the accounts and the auditors’ reports of all the subsidiary companies of which we have not

acted as auditors, which are indicated in Note 52 to the financial statements.

(c) We are satisfied that the accounts of the subsidiary companies that have been consolidated with the Company’s

financial statements are in form and content appropriate and proper for the purposes of the preparation of the

financial statements of the Group and we have received satisfactory information and explanations required by us

for those purposes.

(d) The audit reports on the accounts of the subsidiary companies did not contain any qualification or any adverse

comment made under Section 174(3) of the Act.

Other Matters

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the

Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for

the content of this report.

UHY DIONG TEE GUAN PIANFirm Number: AF 1411 Approved Number: 1886/05/10 (J/PH)

Chartered Accountants Chartered Accountant

KUALA LUMPUR

30 April 2009

independent auditors’ report

to the members of lbs bina group berhad

Group Company2008 2007 2008 2007

Note RM RM RM RM

Non-Current AssetsProperty, plant and equipment 3 87,598,402 9,867,768 - -

Capital work-in-progress 4 675,220 - - -

Land and property development costs 5 455,713,973 463,983,819 - -

Investment properties 6 5,643,587 11,943,465 - -

Prepaid lease payments 7 164,284,185 543,200 - -

Investment in subsidiary companies 8 - - 198,218,746 198,218,586

Investment in associated companies 9 2,463,724 2,465,609 - -

Other receivables 10 24,946,740 36,430,680 - -

Other investments 11 1,253,500 1,253,500 - -

Goodwill on consolidation 12 91,239,251 91,543,985 - -

833,818,582 618,032,026 198,218,746 198,218,586

Current AssetsLand and property development costs 5 102,165,220 216,589,373 - -

Properties held for sale 13 1,091,593 1,091,593 - -

Inventories 14 35,673,578 31,731,574 - -

Trade receivables 15 165,979,354 211,667,049 - -

Other receivables 10 87,095,721 88,168,621 10,252 473,096

Tax recoverable 2,277,725 8,145,103 1,004,836 6,260,205

Amount owing by subsidiary companies 17 - - 183,825,988 188,491,670

Amount owing by associated companies 18 14,360 905,314 - -

Fixed deposits with licensed banks 19 46,080,505 57,000,221 1,832,396 2,891,402

Cash held under Housing Development

Accounts 20 11,623,469 28,358,849 - -

Debt Service Reserve Accounts 21 32,943 229,684 32,943 229,684

Cash and bank balances 22 16,095,883 22,771,841 68,133 57,886

468,130,351 666,659,222 186,774,548 198,403,943

Non-current asset held for sale 23 1 4,117,800 - -

468,130,352 670,777,022 186,774,548 198,403,943

Total Assets 1,301,948,934 1,288,809,048 384,993,294 396,622,529

Balance Sheets

as at 31 December 2008

The accompanying notes form an integral part of the financial statements.



Group Company2008 2007 2008 2007

Note RM RM RM RM

EquityShare capital 24 386,211,557 385,191,792 386,211,557 385,191,792

Share premium 25 16,945,016 16,945,016 16,945,016 16,945,016

4% Irredeemable Convertible

Unsecured Loan Stocks 26 328,600 1,300,010 328,600 1,300,010

Other reserves 27 32,491,009 10,556,527 15,189,477 111,915

Retained profit/(Accumulated losses) 2,840,324 (19,762,594) (129,991,567) (130,061,686)

Equity attributable to equity holders

of the parent 438,816,506 394,230,751 288,683,083 273,487,047

Minority shareholders’ interests 106,111,893 34,168,956 - -

Total Equity 544,928,399 428,399,707 288,683,083 273,487,047

Non-Current Liabilities4% Irredeemable Convertible

Unsecured Loan Stocks 26 12,400 23,673 12,400 23,673

Secured Serial Bonds 28 40,000,000 50,000,000 40,000,000 50,000,000

Bank borrowings 29 131,958,396 127,330,908 29,999,904 -

Trade payable 30 19,340,000 20,420,000 - -

Other payable 31 70,706,992 84,868,945 - -

Hire purchase payables 32 1,187,941 1,415,113 - -

Deferred tax liabilities 33 86,515,933 62,792,268 - -

349,721,662 346,850,907 70,012,304 50,023,673

Current LiabilitiesTrade payables 30 90,140,221 154,545,226 - -

Other payables 31 167,949,616 155,945,396 1,857,839 1,917,882

Bank overdrafts 34 27,173,900 30,952,540 12,808,785 12,753,832

Hire purchase payables 32 576,192 538,350 - -

Secured Serial Bonds 28 10,000,000 - 10,000,000 -

Commercial Papers 35 - 57,000,000 - 57,000,000

4% Irredeemable Convertible

Unsecured Loan Stocks 26 - 37,082 - 37,082

Bank borrowings 29 68,258,797 66,459,456 - -

Amount owing to subsidiary companies 17 - - 1,631,283 1,403,013

Tax payable 43,200,147 48,080,384 - -

407,298,873 513,558,434 26,297,907 73,111,809

Total Liabilities 757,020,535 860,409,341 96,310,211 123,135,482

Total Equity and Liabilities 1,301,948,934 1,288,809,048 384,993,294 396,622,529

balance sheets



Group Company2008 2007 2008 2007

Note RM RM RM RM

Revenue 36 261,254,091 281,298,408 1,270,000 9,720,000

Cost of sales (296,404,893) (238,232,190) - -

Gross (loss)/profit (35,150,802) 43,066,218 1,270,000 9,720,000

Other operating income 17,210,140 18,487,584 8,125,413 5,490,431

Reserve on consolidation 106,017,230 1,090,471 - -

Operating expenses (62,523,364) (36,027,375) (1,963,335) (6,057,049)

Finance costs 37 (15,257,008) (12,921,222) (7,143,729) (7,414,043)

Share of (loss)/profit in associated

companies (1,885) 83,971 - -

Profit before taxation 38 10,294,311 13,779,647 288,349 1,739,339

Taxation 39 12,560,478 (4,390,412) (205,086) (1,398,740)

Profit for the financial year 22,854,789 9,389,235 83,263 340,599

Attributable to:

Equity holders of the parent 21,498,748 5,603,204 83,263 340,599

Minority shareholders’ interests 1,356,041 3,786,031 - -

22,854,789 9,389,235 83,263 340,599

Earnings per share attributable to the

equity holders of the parent (sen)

Basic 40(a) 5.58 1.46

Fully diluted 40(b) 5.58 1.46

Income Statements

for the financial year ended 31 December 2008




Attributable to Equity Holders of the Parent Non-distributable

ICULS MinorityShare Share - Equity Other Accumulated Shareholders’ Total

Group Capital Premium Component Reserves Losses Total Interests EquityRM RM RM RM RM RM RM RM

At 1 January 2007 384,239,291 16,945,016 1,411,548 4,643,852 (25,327,345) 381,912,362 22,571,698 404,484,060

Issue of shares

pursuant to ICULS 952,501 - (169,100) - - 783,401 - 783,401

Reclassification of ICULS

- equity component - - 57,562 - - 57,562 - 57,562

Foreign exchange

differences, representing

net gains not recognised

in income statement - - - 5,890,557 - 5,890,557 - 5,890,557

Realisation of subsidiary

company’s reserve - - - (13,547) 13,547 - - -

Distribution to holders of:

- ICULS C - - - - (39,307) (39,307) - (39,307)

- ICULS D - - - - (12,693) (12,693) - (12,693)

Share-based payment - - - 35,665 - 35,665 - 35,665

Acquisition of subsidiary

companies - - - - - - 7,320,927 7,320,927

Additional investment in

subsidiary companies - - - - - - 490,300 490,300

Profit for the financial year - - - - 5,603,204 5,603,204 3,786,031 9,389,235

At 31 December 2007 385,191,792 16,945,016 1,300,010 10,556,527 (19,762,594) 394,230,751 34,168,956 428,399,707

Statement Of Changes In Equity



statement of changes in equity (cont’d)


Attributable to Equity Holders of the Parent Non-distributable

ICULS MinorityShare Share - Equity Other Retained Shareholders’ Total

Group Capital Premium Component Reserves Profit Total Interests EquityRM RM RM RM RM RM RM RM

At 1 January 2008 385,191,792 16,945,016 1,300,010 10,556,527 (19,762,594) 394,230,751 34,168,956 428,399,707


company’s reserve - - - (1,239,814) 1,239,814 - - -

Issue of shares

pursuant to ICULS 1,019,765 - (1,019,765) - - - - -

Reclassification of ICULS

- equity component - - 48,355 - - 48,355 - 48,355

Foreign exchange



in income statement - - - 8,096,734 - 8,096,734 7,044,197 15,140,931

Issue of Warrants - - - 14,974,977 - 14,974,977 - 14,974,977

Dividend paid - - - - (122,500) (122,500) - (122,500)

Distribution to holders of:

- ICULS D - - - - (13,144) (13,144) - (13,144)

Share-based payment - - - 102,585 - 102,585 - 102,585


companies - - - - - - 63,470,609 63,470,609

Additional investment in

subsidiary companies - - - - - - 72,090 72,090

Profit for the financial year - - - - 21,498,748 21,498,748 1,356,041 22,854,789

At 31 December 2008 386,211,557 16,945,016 328,600 32,491,009 2,840,324 438,816,506 106,111,893 544,928,399




Non-distributable ICULS -

Share Share Equity ESOS AccumulatedCompany Capital Premium Component Reserve Losses Total

RM RM RM RM RM RM

At 1 January 2007 384,239,291 16,945,016 1,411,548 76,250 (130,350,285) 272,321,820

Issue of shares

pursuant to ICULS 952,501 - (169,100) - - 783,401

Reclassification of

ICULS - equity

component - - 57,562 - - 57,562

Distribution to

holders of :

- ICULS C - - - - (39,307) (39,307)

- ICULS D - - - - (12,693) (12,693)

Share-based payment - - - 35,665 - 35,665

Profit for the financial year - - - - 340,599 340,599

At 31 December 2007 385,191,792 16,945,016 1,300,010 111,915 (130,061,686) 273,487,047

statement of changes in equity (cont’d)



statement of changes in equity


Non-distributable ICULS -

Share Share Equity ESOS Warrant AccumulatedCompany Capital Premium Component Reserve Reserve Losses Total

RM RM RM RM RM RM RM

At 1 January 2008 385,191,792 16,945,016 1,300,010 111,915 - (130,061,686) 273,487,047

Issue of shares

pursuant to ICULS 1,019,765 - (1,019,765) - - - -

Reclassification of

ICULS - equity

component - - 48,355 - - - 48,355

Distribution to

holders of :

- ICULS D - - - - - (13,144) (13,144)

Share-based payment - - - 102,585 - - 102,585

Issue of Warrants - - - - 14,974,977 - 14,974,977

Profit for the financial year - - - - - 83,263 83,263

At 31 December 2008 386,211,557 16,945,016 328,600 214,500 14,974,977 (129,991,567) 288,683,083




2008 2007Note RM RM

Cash Flows From Operating ActivitiesProfit before taxation 10,294,311 13,779,647

Adjustments for:

Allowance for doubtful debts 12,793,392 1,902,128

Amortisation of prepaid lease payments 2,211,481 5,600

Allowance for foreseeable loss 242,522 1,781,390

Allowance for doubtful debts no longer required (832,126) -

Bad debts written off 249,213 -

Depreciation of investment properties 159,745 248,437

Depreciation of property, plant and equipment 6,227,373 1,478,477

Loss/(Gain) on disposal of investment properties 241,033 (165,148)

Loss/(Gain) on disposal of property, plant and equipment 64,248 (55,523)

Interest expense 15,257,008 12,921,222

Interest income (3,381,729) (3,837,311)

Property, plant and equipment written off 203,386 317,033

Share-based payment 102,585 35,665

Share of losses/(profit) in associated companies 1,885 (83,971)

Unrealised (gain)/loss on foreign exchange (796,836) 4,962,097

Deposit written off - 29,000

Impairment of goodwill arising on consolidation 500,782 886,880

Property development costs written off 371,976 117,816

Reserve on consolidation (106,017,230) (1,090,471)

Waiver of debts by other payables (5,457,532) (6,777,722)

Impairment loss on investment properties 7,300 7,300

Impairment loss on non-current assets held for sale 4,117,798 -

Operating (loss)/profit before working capital changes (63,439,415) 26,462,546

(Increase)/Decrease in working capital

Inventories (3,942,004) (7,063,747)

Land and property development costs 130,194,567 (53,464,676)

Trade receivables 43,405,959 (27,138,251)

Other receivables 11,753,066 25,193,579

Trade payables (65,485,005) (33,772,469)

Other payables (44,036,688) 109,583,756

Amount owing by associated companies 890,954 2,269,106

Foreign exchange reserve 5,897,053 1,023,495

78,677,902 16,630,793

Cash generated from operations 15,238,487 43,093,339

Interest received 3,381,729 3,837,311

Interest paid (23,237,220) (24,365,172)

Tax paid (4,310,712) (6,408,865)

(24,166,203) (26,936,726)

Net cash (used in)/generated from operating activities (8,927,716) 16,156,613

Consolidated Cash Flow Statements



consolidated cash flow statements


2008 2007Note RM RM

Cash Flows From Investing ActivitiesAdditional investment in subsidiary companies - (1,500,000)

Proceeds from disposal of investment properties 5,891,800 465,000

Proceeds from disposal of non-current asset held for sale 1 -

Proceeds from disposal of property, plant and equipment 247,790 153,230

Acquisition of subsidiary company, net of cash inflow/(outflow) 8(b) 9,649,680 (37,646,184)

Capital work-in-progress incurred (219,852) -

Purchase of property, plant and equipment 3 (793,842) (683,933)

Purchase of investment properties - (7,383,500)

Net cash generated from/(used in) investing activities 14,775,577 (46,595,387)

Cash Flows From Financing Activities(Increase)/Decrease in fixed deposit pledged (720,204) 19,046,736

Decrease/(Increase) in cash and bank balances pledged 7,521,026 (5,786,678)

Distribution to holders of ICULS C - (39,307)

Distribution to holders of ICULS D (13,144) (12,693)

Drawdown of bank borrowings 76,683,334 117,823,628

Repayment of bank borrowings (73,763,560) (57,440,451)

Repayment of hire purchase payables (660,330) (472,077)

Proceeds from issue of Commercial Papers 44,000,000 120,000,000

Redemption of Commercial Papers (101,000,000) (119,000,000)

Proceeds from issue of shares to minority shareholders 72,090 490,300

Redemption of Secured Serial Bonds - (15,000,000)

Dividend paid (122,500) -

Proceeds from issue of Warrants 14,974,977 -

Redemption of Redeemable Convertibles Bonds - (8,356,679)

Net cash (used in)/generated from financing activities (33,028,311) 51,252,779

Net (decrease)/increase in cash and cash equivalents (27,180,450) 20,814,005

Effect of exchange rate changes 3,232,117 (1,814,367)

Cash and cash equivalents at beginning of the financial year 55,259,676 36,331,481

Transfer from/(to) Debt Service Reserve Accounts 196,741 (71,443)

Cash and cash equivalents at end of the financial year 31,508,084 55,259,676

Cash and cash equivalents at end of the financial year comprise:Fixed deposits with licensed banks 46,080,505 57,000,221

Cash held under Housing Development Accounts 11,623,469 28,358,849

Cash and bank balances 16,095,883 22,771,841

Bank overdrafts (27,173,900) (30,952,540)

46,625,957 77,178,371

Less: Fixed deposits pledged with licensed banks (14,855,630) (14,135,426)

Sinking fund account and cash collateral account pledged (262,243) (7,783,269)

31,508,084 55,259,676




2008 2007RM RM

Cash Flows From Operating ActivitiesProfit before taxation 288,349 1,739,339

Adjustments for:

Interest expense 7,143,729 7,414,043

Share-based payment 102,585 35,665

Interest income (4,988,972) (5,490,340)

Unrealised (gain)/loss on foreign exchange (3,136,386) 4,351,491

Dividend income (1,150,000) (9,600,000)

Operating loss before working capital changes (1,740,695) (1,549,802)

(Increase)/Decrease in working capital

Other receivables 462,844 (55,241)

Other payables (60,043) (472,405)

Amount owing to/by subsidiary companies 9,180,338 25,363,772

9,583,139 24,836,126

Cash generated from operations 7,842,444 23,286,324

Interest received 4,988,972 5,490,340

Interest paid (7,143,729) (7,407,084)

Tax refund 5,050,283 -

2,895,526 (1,916,744)

Net cash generated from operating activities 10,737,970 21,369,580

Cash Flows From Investing ActivityInvestment in subsidiary company (160) -

Net cash used in investing activity (160) -

Cash Flows From Financing ActivitiesDistribution to holders of ICULS C - (39,307)

Distribution to holders of ICULS D (13,144) (12,693)

Proceeds from issue of Commercial Papers 44,000,000 120,000,000

Decrease in fixed deposit pledged 1,059,006 718,085

Redemption of Commercial Papers (101,000,000) (119,000,000)

Redemption of Redeemable Convertible Bonds - (8,356,679)

Redemption of Secured Serial Bonds - (15,000,000)

Drawdown of bank borrowings 29,999,904 -

Proceeds from issue of Warrants 14,974,977 -

Net cash used in financing activities (10,979,257) (21,690,594)

Company Cash Flow Statements



company cash flow statements


2008 2007RM RM

Net decrease in cash and cash equivalents (241,447) (321,014)

Cash and cash equivalents at beginning of the financial year (12,695,946) (12,303,489)

Transfer to Debt Service Reserve Accounts 196,741 (71,443)

Cash and cash equivalents at end of the financial year (12,740,652) (12,695,946)

Cash and cash equivalents at end of the financial year comprise:Fixed deposits with licensed banks 1,832,396 2,891,402

Cash and bank balances 68,133 57,886

Bank overdrafts (12,808,785) (12,753,832)

(10,908,256) (9,804,544)

Less: Fixed deposits pledged with licensed banks (1,832,396) (2,891,402)

(12,740,652) (12,695,946)




1. Corporate Information

The principal activities of the Company are management and investment holding. The principal activities of the

subsidiary companies and associated companies are disclosed in Note 52 and Note 53 to the financial statements.

The Company is a public limited liability company, incorporated under the Companies Act, 1965 and domiciled in

Malaysia, and is listed on the Main Board of Bursa Malaysia Securities Berhad.

The registered office of the Company is located at Plaza Seri Setia, Level 1 – 4, No. 1, Jalan SS9/2, 47300 Petaling

Jaya, Selangor Darul Ehsan.

2. Basis of Preparation and Significant Accounting Policies

(a) Basis of accounting

The financial statements of the Group and of the Company have been prepared on the historical cost basis

except as disclosed in the notes to the financial statements and in compliance with Financial Reporting

Standards and the Companies Act, 1965 in Malaysia.

During the financial year, the Group and the Company has adopted the following applicable Financial

Reporting Standards (“FRSs”) issued by the Malaysian Accounting Standards Board that are mandatory for

current financial year:

Amendment to The Effects of Changes in Foreign Exchange Rates

FRS 121 - Net Investment in a Foreign Operation

FRS 107 Cash Flow Statements

FRS 111 Construction Contracts

FRS 112 Income Taxes

FRS 118 Revenue

FRS 119 Employee Benefits

FRS 120 Accounting for Government Grants and Disclosure of Government Assistance

FRS 126 Accounting and Reporting by Retirement Benefit Plans

FRS 129 Financial Reporting in Hyperinflationary Economies

FRS 134 Interim Financial Reporting

FRS 137 Provision, Contingent Liabilities and Contingent Assets

The Directors of the Group and of the Company anticipate that the application of the above FRSs does not

have any significant impact on the financial statements of the Group and of the Company.

The Group and the Company have not adopted the following new FRSs which have been issued as at the date

of authorisation of these financial statements but are not yet effective for the Group and the Company:

Effective date forfinancial periods

beginning on or after

FRS 8 Operating Segments 1 July 2009

FRS 4 Insurance Contracts 1 January 2010

FRS 7 Financial Instruments : Disclosures 1 January 2010

FRS 139 Financial Instruments : Recognition and Measurement 1 January 2010

Notes To The Financial Statements

notes to the financial statements (cont’d)

2. Basis of Preparation and Significant Accounting Policies (cont’d)

(a) Basis of accounting (cont’d)

(i) FRS 8 Operating Segments

This new standard replaces FRS 1142004 Segment Reporting and requires a “management approach”,

under which segment information is presented on the same basis as that used for internal reporting

purposes. The adoption of this standard only impacts the form and content of disclosures presented in

the financial statements of the Group. This FRS is expected to have no material impact on the financial

statements of the Group upon its initial application.

(ii) FRS 7 Financial Instruments: Disclosures

This new standard requires disclosures in financial statements that enable users to evaluate the

significance of financial instruments for the entity’s financial position and performance, and the nature

and extent of risks arising from financial instruments to which an entity is exposed and how these risks

are managed. This standard requires both qualitative disclosures describing management’s objectives,

policies and processes for managing those risks, and quantitative disclosures providing information about

the extent to which an entity is exposed to risk, based on information provided internally to the entity’s

key management personnel.

(iii) FRS 139 Financial Instruments: Recognition and Measurement

This new standard establishes the principles for the recognition, derecognition and measurement of an

entity’s financial instruments and for hedge accounting. The impact of applying FRS 139 on the financial

statements upon first adoption of this standard as required by paragraph 30(b) of FRS 108 Accounting

Policies, Changes in Accounting Estimates and Errors is not required to be disclosed by virtue of

exemptions provided under paragraph 103AB of FRS 139.

The possible impacts of applying FRS 4, FRS 7, FRS 8 and FRS 139 on the financial statements upon their

initial applications are not disclosed by virtue of the exemptions given in these standards.

(b) Functional and presentation currency

These financial statements are presented in Ringgit Malaysia (“RM”), which is the Company’s functional

currency.

(c) Significant accounting estimates and judgements

Estimates, assumptions concerning the future and judgements are made in the preparation of the financial

statements. They affect the application of the Group’s accounting policies, reported amounts of assets,

liabilities, income and expenses, and disclosures made. They are assessed on an on-going basis and are

based on historical experience and other relevant factors, including expectations of future events that are

believed to be reasonable under the circumstances.




(c) Significant accounting estimates and judgements (cont’d)

The key assumptions concerning the future and other key sources of estimation or uncertainty at the balance

sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and

liabilities within the next financial year are set out below:

(i) Depreciation of property, plant and equipment

The costs of property, plant and equipment of the Group are depreciated on a straight-line basis over the

useful lives of the assets. Management estimates the useful lives of the property, plant and equipment to

be within 5 to 50 years as stated in Note 2(e)(iv). These are common life expectancies applied in the

industry. Changes in the expected level of usage and technological developments could have impact on

the economic useful lives and the residual values of these assets, therefore future depreciation charges

could be revised. The carrying amount of the Group’s property, plant and equipment as at 31 December

2008 is stated in Note 3 to the financial statements.

(ii) Depreciation of investment properties

The costs of investment properties of the Group are depreciated on a straight-line basis over the useful

lives of the assets. Management estimates the useful lives of the investment properties as stated in

Note 2(h). These are common life expectancies applied in the industry. Changes in the expected level of

usage and technological developments could have impact on the economic useful lives and the residual

values of these assets, therefore future depreciation charges could be revised. The carrying amount of the

Group’s investment properties as at 31 December 2008 is stated in Note 6 to the financial statements.

(iii) Property development costs

The Group recognises property development revenue and expenses in the income statement by using

the stage of completion method. The stage of completion is determined by the proportion that property

development costs incurred, for work performed to date bear to the estimated total property development

costs. Significant judgement is required in determining the stage of completion, the extent of the property

development costs incurred the estimated total property development revenue and costs, as well as

the recoverability of the development projects. In making the judgement, the Group evaluates based on

past experience and by relying on the work of specialists. The carrying amount of the Group’s property

development costs as at 31 December 2008 is stated in Note 5 to the financial statements.

(iv) Impairment of goodwill on consolidation

The Group determines whether goodwill is impaired at least on an annual basis, in accordance with the

accounting policy stated in Note 2(t). This requires an estimation of the value in use of the cash-generating

units to which the goodwill is allocated. Estimating the value in use requires the Group to make an

estimate of the expected future cash flows from the cash-generating unit and also to choose a suitable

discount rate in order to calculate the present value of those cash flows. The carrying amount of

the Group’s goodwill on consolidation as at 31 December 2008 is stated in Note 12 to the financial

statements.




(c) Significant accounting estimates and judgements (cont’d)

(v) Estimation of fair value of properties

In the absence of current prices in an active market for similar properties, the Group considers information

from a variety of sources, including:

(1) current prices in an active market for properties of a different nature, condition or location, adjusted

to reflect those differences; or

(2) recent prices of similar properties based on less active market, with adjustments to reflect any

changes in economic conditions since the date of the transactions that occurred at those prices.

(vi) Construction costs

The Group recognises construction revenue and expenses in the income statement by using the stage of

completion method. The stage of completion is determined by the proportion that construction costs

incurred for work performed to date bear to the estimated total construction costs. Significant judgement

is required in determining the stage of completion, the extent of the construction costs incurred, the

estimated total construction revenue and costs, as well as the recoverability of the construction projects.

In making the judgement, the Group evaluates based on past experience and by relying on the work of

specialists. The carrying amount of the Group’s construction costs as at 31 December 2008 is stated in

Note 16 to the financial statements.

(vii) Income taxes

The Group has exposure to income taxes in numerous jurisdictions. There are certain transactions

and computations for which the ultimate tax determination is uncertain during the ordinary course of

business. Significant judgement is involved especially in determining tax base allowances and

deductibility of certain expenses in determining the Group-wide provision for income taxes. The Group

recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due.

Where the final tax outcome of these matters is different from the amounts that were initially recognised,

such differences will have impact on the income tax and deferred tax provisions in the period in which

such determination is made.

(viii) Impairment of investment in associated company

The carrying values of investments in associated company and the related goodwill are reviewed for

impairment in accordance with FRS 128, Investments in Associates.

In the determination of the value in use of the investment, the Group is required to estimate the expected

cash flows to be generated by the associated company and also to choose a suitable discount rate in

order to calculate the present value of those cash flows. The carrying amount of the Group’s investment

in associated companies as at 31 December 2008 is stated in Note 9 to the financial statements.

(d) Basis of consolidation

The consolidated financial statements include the financial statements of the Company, its subsidiary

companies and its associated companies from the date that control effectively commences until the date that

control effectively ceases through equity accounting which are made up to the end of the financial year.




(d) Basis of consolidation (cont’d)

(i) Subsidiary companies

Subsidiary companies are those companies in which the Group has long term equity interest and has the

power, directly or indirectly, to govern the financial and operating policies so as to obtain benefits from its

activities, generally accompanying a shareholding of more than one half of the voting rights.

The purchase method of accounting is used to account for the acquisition of subsidiary companies. The

cost of an acquisition is measured as the fair value of the assets given, equity instruments issued or

liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are

measured initially at their fair values on the date of acquisition, irrespective of the extent of any minority

interest. The difference between the acquisition cost and the fair values of the subsidiary companies’ net

assets is reflected as goodwill or reserve on consolidation as appropriate. The accounting policy on

goodwill on acquisition of subsidiary companies is set out in Note 2(k). Reserve on consolidation is

recognised immediately in income statement.

Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are

eliminated in preparing the consolidated financial statements.

The gain or loss on disposal of a subsidiary company is the difference between net disposal proceeds

and the Group’s share of its net assets together with any unimpaired balance of goodwill which were not

previously recognised in the consolidated income statement.

Minority interest is measured at the minorities’ share of the fair value of identifiable assets and liabilities

at the date of acquisition by the Group and the minorities’ share of changes in equity since the date of

acquisition, except when the losses applicable to the minority in a subsidiary exceed the minority interest

in the equity of that subsidiary. In such cases, the excess and further losses applicable to the minority are

attributed to the equity holders of the Company.

(ii) Associated companies

Associated companies are entities over which the Group has significant influence, but not control,

generally accompanying a shareholding of between and including 20% and 50% of the voting rights.

Investments in associated companies are accounted for using the equity method of accounting.

Investments in associated companies include goodwill identified on acquisition, net of any accumulated

impairment loss in accordance with Note 2(t).

Equity accounting involves recording investments in associated companies initially at cost, and

recognising the Group’s share of its associated companies’ post-acquisition results and its share of

post-acquisition movements in reserves against the carrying amount of the investments. When the

Group’s share of losses in an associated company equals or exceeds its interest in the associated

company, including any other unsecured receivables, the Group does not recognise further losses, unless

it has incurred obligations or made payments on behalf of the associated company.




(d) Basis of consolidation (cont’d)

(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 statement.

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 accounting 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.

(e) Property, plant and equipment

(i) Recognition and measurement

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated

impairment losses. The policy for the recognition and measurement of impairment losses is in accordance

with Note 2(t).

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-

constructed assets includes the cost of materials and direct labour, any other costs directly attributable

to bringing the asset to working condition for its intended use, and the costs of dismantling and removing

the items and restoring the site on which they are located. Purchased software that is integral to the

functionality of the related equipment is capitalised as part of that equipment.

When significant 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.

(ii) Reclassification to investment property

Property that is being constructed for future use as investment property is accounted for as property,

plant and equipment until construction or development is complete, at which time it is reclassified as

investment property and accounted for in accordance with Note 2(h).

When the use of a property changes from owner-occupied to investment property, the property is

reclassified as investment property and accounted for in accordance with Note 2(h).

(iii) 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 benefits embodied within the part will flow to

the Group and its cost can be measured reliably. The costs of the day-to-day servicing of property, plant

and equipment are recognised in the income statement as incurred.




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

(iv) Depreciation

Depreciation is recognised in the income statement on a straight-line basis over the estimated useful lives

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:

2008 2007

Buildings 50 years 50 years

Motor vehicles 5 to 7 years 5 to 7 years

Office equipment, furniture and fittings 5 to 10 years 5 to 10 years

Renovations 10 years 10 years

Plant, machinery and equipment 5 to 10 years 5 to 10 years

Club house 20 years -

Golf courses 20 years -

The depreciable amount is determined after deducting the residual value.

Depreciation methods, useful lives and residual values are reassessed at each financial year end.

Upon disposal of an asset, the difference between the net disposal proceeds and the carrying amount of

the assets is charged or credited to the income statement. On disposal of a revalue asset, the attributable

revaluation surplus remaining in the revaluation reserve is transferred to distribution reserve.

(f) Land and property development costs

(i) Land held for property development

Land held for property development consists of land held for future development activities where no

significant development has been undertaken or where development activities are not expected to be

completed within normal operating cycle. Such land is classified as noncurrent asset and is stated at cost

less any accumulated impairment losses. The policy of recognition and measurement of impairment

losses is in accordance with Note 2(t).

Land held for property development is reclassified as current asset when the development activities have

been commenced or development activities are expected to commence within the period of twelve

months after the end of financial year and where it can be demonstrated that the development activities

can be completed within the normal operating cycle.

Cost associated with the acquisition of land includes the purchase price of the land, professional fees,

stamp duties, commissions, conversion fees and other relevant levies.




(f) Land and property development costs (cont’d)

(ii) Property development costs

Property development costs comprise all costs that are directly attributable to development activities or

that can be allocated on a reasonable basis to such activities.

Property development costs shall be reclassified to current asset when the development activities have

been carried out or development activities are not expected to commence within the period of twelve

months after the end of financial year or where development activities are not expected to be completed

within the normal operating cycle.

Property development costs shall be reclassified to current asset when the development activities

have been commenced or development activities are expected to commence within the period of twelve

months after the end of financial year or where the activities are expected to be completed within the

normal operating cycle.

When the financial outcome of development activity can be reliably estimated, property development

revenue and expenses are recognised in the income statement by using the stage of completion. The

stage of completion is determined by the proportion that property development costs incurred for work

performed to date bear to the estimated total property development costs.

When the financial outcome of a development activity cannot be reliably estimated, property development

revenue is recognised only to the extent of property development costs incurred that is probable will be

recoverable, and property development costs on units sold are recognised as an expense in the period in

which they are incurred.

Any expected loss on a development project including costs to be incurred over the defects liability period

shall be recognised as an expense immediately.

Property development costs not recognised as an expense are recognised as an asset, which measured

at the lower of cost and net realisable value.

When the revenue recognised in the income statement exceeds billings to purchasers, the balance is

shown as accrued billings under current assets. When the billings to purchasers exceed the revenue

recognised in the income statement, the balance is shown as progress billings under current liabilities.

(g) Capital Work-In-Progress

Capital work-in progress consists of expenditure incurred on construction of property, plant and equipment

which takes a substantial period of time to be ready for their intended use.

Capital work-in-progress is stated at cost during the period of construction. No depreciation is provided on

capital work-in-progress and upon completion of construction, the cost will be transferred to property, plant

and equipment.




(h) Investment properties

Investment properties are properties which are owned or held under a leasehold interest to earn rental income

or for capital appreciation or for both. Properties that are occupied by the Group are accounted for as owner-

occupied rather than as investment properties. Investment properties are stated at cost less accumulated

depreciation and impairment losses, consistent with the accounting policy for property, plant and equipment

as stated in accounting policy note 2(e).

Depreciation is charged to the income statement on a straight-line basis over the estimated useful life of 50

years for buildings. Freehold land is not depreciated.

(i) Prepaid lease payments

Leasehold land that normally has an indefinite economic life and its 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 as prepaid lease payments that is amortised over the lease term except for

leasehold land classified as investment property. The land and building elements of a lease of land and

buildings are considered separately for the purposes of lease classification.

(j) Investment in subsidiary companies and associated companies

Investment in subsidiary companies and associated companies are stated at cost less accumulated

impairment losses. The policy of the recognition and measurement of impairment losses is in accordance with

Note 2(t).

On disposal of such investments, the difference between net disposal proceeds and their carrying amount is

recognised in the income statement.

(k) Goodwill arising on consolidation

Goodwill acquired in a business combination is initially measured at cost, represents the excess of the

purchase price over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent

liabilities.

Goodwill is measured at cost less impairment losses and is reviewed for impairment annually or more frequent

when there is objective evidence that the carrying value may be impaired, in accordance with Note 2(t).

(l) Other investments

Other investments are stated at cost less accumulated impairment losses. The policy for the recognition and

measurement of impairment losses is in accordance with Note 2(t).

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

charged or credited to the income statement.

(m) Properties held for sale

Properties held for sale is determined on a specific identification basis and is stated at the lower of cost or

carrying amount and net realisable value. Net realisable value is the estimate of the selling price in the ordinary

course of business, less the selling expenses.




(n) Inventories

Inventories represent cost of unsold completed development units/properties which is determined on a

specific identification basis. The inventories are stated at the lower of cost and net realisable value. Net

realisable value is the estimate of the selling price in the ordinary course of business, less the selling expenses.

(o) Trade and other receivables

Trade and other receivables are initially recognised at their cost when the contractual right to receive cash or

another financial asset from another entity is established.

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

(p) Construction costs

Construction contracts are stated at cost plus attributable profits less applicable progress billings and

allowances for foreseeable losses, if any.

When the outcome of a construction contract can be estimated reliably, contract revenue and contract cost

are recognised as revenue and expenses respectively by reference to the stage of completion of the contract

activities at the balance sheet date. The stage of completion is determined by the proportion that contract

costs incurred for the work performed to date to the estimated contract costs.

When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised

only to the extent of contract costs incurred that it is probable will be recoverable and contract costs are

recognised as expenses in period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised

as an expense immediately.

The aggregate of the costs incurred and the profit/loss recognised on each contract is compared against the

progress billings up to the period end. Where costs incurred and recognised profits (less recognised losses)

exceed progress billings, the balance is shown as amount owing by customers on contracts. Where progress

billings exceed costs incurred plus recognised profits (less recognised losses), the balance is shown as

amount owing to customers on contracts.

(q) Trade and other payables

Trade and other payables are stated at cost which is the fair value of the consideration to be paid in the future

for goods and services received.

(r) Hire purchase

A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and rewards

incident to ownership. All other leases are treated as operating leases.

Assets acquired by way of hire purchase are stated at an amount equal to the lower of their fair values and

the present value of the minimum hire purchase payments at the inception of the leases, less accumulated

depreciation and impairment losses. The corresponding liability is included in the balance sheet as liabilities.

In calculating the present value of the minimum hire purchase payments, the discount factor used is the

interest rate implicit in the lease, when it is practical to determine; otherwise, the Group’s incremental

borrowing rate is used.




(r) Hire purchase (cont’d)

Hire purchase payments are apportioned between the finance costs and the reduction of the outstanding

liability. Finance costs, which represent the difference between the total hire purchase commitments and the

fair value of the assets acquired, are recognised as an expense in the income statement over the term of the

relevant lease so as to produce a constant periodic rate of charge on the remaining balance of the obligations

for each accounting period.

The depreciation policy for assets acquired under hire purchase is consistent with that for depreciable

property, plant and equipment which are owned.

Lease rental under operating lease is charged to the income statement on a straight line basis over the term

of the relevant lease.

(s) Non-current asset held for sale

Non-current asset is classified as held for sale if their carrying amount will be recovered principally through a

sale transaction rather than through continuing use. This condition is regarded as met only when the sale is

highly probable and the asset is available for immediate sale in its present condition subject only to terms that

are usual and customary.

Immediately before classification as held for sale, the measurement of the noncurrent assets is brought up-to-

date in accordance with applicable FRSs. Then, on initial classification as held for sale, non-current asset is

measured in accordance with FRS 5, Non-current Assets held for Sale and Discontinued Operations, which is

at the lower of carrying amount and fair value less costs to sell. Any differences are included in profit or loss.

A component of the Group is classified as a discontinued operation when the criteria to be classified as held

for sale have been met or is a subsidiary or associated company acquired exclusively with a view to resale.

(t) Impairment of assets

The carrying amounts of 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. For goodwill that has indefinite

useful lives, recoverable amount is estimated at each reporting date or more frequently when indications of

impairment are identified.

An impairment loss is recognised if the carrying amount of an asset or its cashgenerating unit exceeds its

recoverable amount unless the asset is carried at a revalue amount, in which case the impairment loss is

recognised directly against any revaluation surplus for the asset to the extent that the impairment loss does

not exceed the amount in the revaluation surplus for that same asset. A cash-generating unit is the smallest

identifiable asset group that generates cash flows that largely are independent from other assets and groups.

Impairment losses are recognised in the income statement in the period in which it arises. Impairment losses

recognised in respect of cash-generating units are allocated first 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.




(t) Impairment of assets (cont’d)

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 flows are discounted to their present

value using a pre-tax discount rate that reflects current market assessments of the time value of money and

the risks specific to the asset.

Impairment loss on goodwill is not reversed in a subsequent period. An impairment loss for an asset other than

goodwill is reversed if, and only if, there has been a change in the estimates used to determine the asset’s

recoverable amount since the last impairment loss was recognised. The carrying amount of an asset other than

goodwill is increased to its revised recoverable amount, provided that this amount does not exceed the

carrying amount that would have been determined (net of amortisation or depreciation) had no impairment loss

been recognised for the asset in prior years. A reversal of impairment loss for an asset other than goodwill is

recognised in profit or loss, unless the asset is carried at revalued amount, in which case, such reversal is

treated as a revaluation increase.

(u) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which

are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are

capitalised as part of the cost of those assets, until such time as the assets are substantially ready for their

intended use or sale.

When the borrowings are made specifically for the purpose of obtaining a qualifying asset, the amount of

borrowing costs eligible for capitalisation is the actual borrowing costs incurred on that borrowing during the

period less any investment income on the temporary investment of funds drawndown from that borrowing

facility.

When the borrowings are made generally, and used for the purpose of obtaining a qualifying asset, the

borrowing costs eligible for capitalisation are determined by applying a capitalisation rate which is the

weighted average of the borrowing costs applicable to the borrowings that are outstanding during the financial

year.

All other borrowing costs are recognised as an expense in the income statement in the period in which they

are incurred.

(v) Foreign currencies

(i) Foreign currency transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates

prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the

settlement of such transactions and from the translation at year-end exchange rates of monetary assets

and liabilities denominated in foreign currencies are recognised in the income statement.

Non-monetary items initially denominated in foreign currencies, which are carried at historical cost are

translated using historical rate as at the date of acquisition and non-monetary items which are carried at

fair value are translated using the exchange rate that existed when the values were determined.




(v) Foreign currencies (cont’d)

(ii) Foreign operations

The results and financial position of all the group entities (none of which has the currency of a

hyperinflationary economy) that have a functional currency different from the presentation currency are

translated into the presentation currency as follows:

(1) assets and liabilities for each balance sheet presented are translated at the closing rate at the date

of that balance sheet;

(2) income and expenses for each income statement are translated at average exchange rates (unless

this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the

transaction dates, in which case income and expenses are translated at the dates of the

transactions); and

(3) all resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities,

and of borrowings, are taken to shareholders equity. When a foreign operation is sold, such exchange

differences are recognised in the income statement as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and

liabilities of the foreign entity and translated at the closing rate.

(w) Revenue recognition

(i) Property development

Revenue derived from property development activities is recognised based on the percentage of

completion method. The stage of completion is determined based on the total actual costs incurred to

date over the estimated total property development costs.

(ii) Construction contracts

Revenue from work done on construction contracts is recognised based on the percentage of completion

method. The stage of completion is determined based on the total actual costs incurred to date over the

estimated total contract costs. Allowance for foreseeable losses is made in the financial statements when

such losses can be determined.

(iii) Goods sold and services rendered

Revenue from sales of goods and services measured at the fair value of the consideration receivable and

is recognised when significant risk and rewards have been transferred to the buyer, if any, or upon

performance of services, net of sales taxes and discounts.

(iv) Dividend income

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




(w) Revenue recognition (cont’d)

(v) Golf courses service fees

Service charges from golf courses operations including green fee, candy fee, golf cart rental services, etc.

are recognised when the services are rendered.

(vi) Club house

Golf club membership fees are recognised upon admission as member.

(vii) Food and beverage

Sales of foods and beverage income are recognised when goods are delivered.

(viii) Rental income and interest income

Rental income and interest income are recognised as it accrues unless ability to collect is in doubt.

(x) Income taxes

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

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

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

Deferred tax is recognised on the liability method for all temporary differences between the carrying amount

of an assets or liabilities in the balance sheet and its tax base at the balance sheet date. Deferred tax liabilities

are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible

temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future

taxable profit will be available against which the deductible temporary differences, unused tax losses and

unused tax credits can be utilised. Deferred tax is not recognised if the temporary difference arises from

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

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

Deferred tax asset and liability is measured at the tax rates that are expected to apply to the period when the

asset is realised or the liability is settled, based on the tax rates that have been enacted or substantively

enacted at the balance sheet date. The carrying amount of a deferred tax asset is reviewed at each balance

sheet date and is reduced to the extent that it becomes probable that sufficient future taxable profit will be

available.

Deferred tax is recognised in the income statement, except when it arises from a transaction which is

recognised directly in equity, in which case the deferred tax is also charged or credited directly in equity, or

when it arises from a business combination that is an acquisition, in which case the deferred tax is included

in the resulting goodwill or negative goodwill.

(y) Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, bank overdrafts

and short term highly liquid investments that are readily convertible to known amount of cash and which are

subject to an insignificant risk of changes in value. For the purpose of the cash flow statements, cash and cash

equivalents are presented net of bank overdrafts and exclude fixed deposits, sinking funds account and cash

collateral account pledged to secure banking facilities, if any.




(z) Financial instruments

Financial instruments carried on the balance sheet include cash and bank balances, deposits, marketable

securities, other investments, receivables, payables and borrowings. Financial instruments are recognised in

the balance sheet when the Group and the Company has become a party to the contractual provisions of the

instrument.

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

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

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

charged directly to equity. Financial instruments are offset when the Group and the Company has a legally

enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the liability

simultaneously.

The particular recognition method adopted for financial instruments recognised on the balance sheet is

disclosed in the individual accounting policy statements associated with each item.

(aa) Share capital

Ordinary shares are recorded at the nominal value and proceeds in excess of the nominal value of shares

issued, if any, are accounted for as share premium. Both ordinary shares and share premium are classified as

equity. Cost directly attributable to the issuance of the shares is accounted for as deduction from share

premium, otherwise, it is charged to the income statement.

Dividends on ordinary shares, when declared or proposed by the Director of the Company are disclosed in the

notes to the financial statements. Upon approval and when paid, such dividends will be accounted for in the

shareholders’ equity as an appropriation of unappropriated profit in the financial year in which the dividends

are paid.

(bb) Employee benefits

(i) Short term employee benefits

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

in which the associated services are rendered by employees of the Group. Short term accumulating

compensated absences such as paid annual leave are recognised when services are rendered by

employees that increase their entitlement to future compensated absences, and short term non-

accumulating compensated absences such as sick leave are recognised when the absences occur.

The expected cost of accumulating compensated absences is measured as additional amount expected

to be paid as a result of the unused entitlement that has accumulated at the balance sheet date.

(ii) Defined contribution plans

As required by law, companies in Malaysia make contributions to the state pension scheme, the

Employees Provident Fund (“EPF”). Such contributions are recognised as an expense in the income

statement in the period to which they relate.




(bb) Employee benefits (cont’d)

(iii) Share-based compensation

The LBS Bina Group Berhad Employee Share Option Scheme (“ESOS”), an equity-settled, share-based

compensation plan, allows the Company and its subsidiary companies’ employees to acquire ordinary

shares of the Company. The total fair value of share options granted to employees is recognised as an

employee cost with a corresponding increase in the share option reserve within equity over the vesting

period and taking into account the probability that the options will vest. The fair value of share options is

measured at grant date, taking into account, if any, the market vesting conditions upon which the options

were granted but excluding the impact of any non-market vesting conditions. Non-market vesting

conditions are included in assumptions about the number of options that are expected to become

exercisable on vesting date.

At each balance sheet date, the Group revises its estimates of the number of options that are expected

to become exercisable on vesting date. It recognised the impact of the revision of original estimates, if

any, in the profit or loss, and a corresponding adjustment to equity over the remaining vesting period. The

equity amount is recognised in the share option reserve until the option is exercised, upon which it will

be transferred to share premium, or until the option expires, upon which it will be transferred directly to

retained earnings.

The proceeds received net of any directly attributable transaction costs are credited to equity when the

options are exercised.

3. Property, Plant and Equipment

OfficeLong term equipment, Plant,leasehold Motor furniture and machinery and Club Golf

Group buildings vehicles fittings Renovations equipment house courses TotalRM RM RM RM RM RM RM RM

CostAt 1.1.2008 4,491,150 5,633,928 3,788,437 3,563,036 309,625 - - 17,786,176

Acquisition of

subsidiary

companies - - 11,251,758 - - 24,224,521 110,305,299 145,781,578

Additions - 666,352 264,948 4,200 329,342 - - 1,264,842

Disposals - (733,247) (1,432,160) - (19,933) - - (2,185,340)

Written off - - (281,703) (69,279) - - - (350,982)

Exchange differences - - 154,691 - - 367,126 1,671,690 2,193,507

At 31.12.2008 4,491,150 5,567,033 13,745,971 3,497,957 619,034 24,591,647 111,976,989 164,489,781



3. Property, Plant and Equipment (cont’d)

OfficeLong term equipment, Plant,leasehold Motor furniture and machinery and Club Golf

Group buildings vehicles fittings Renovations equipment house courses TotalRM RM RM RM RM RM RM RM

Accumulateddepreciation

At 1.1.2008 446,656 3,222,229 2,469,106 1,679,538 100,879 - - 7,918,408

Acquisition of

subsidiary

companies - - 5,895,101 - - 5,651,311 51,974,601 63,521,013

Charge for the

financial year 89,823 630,365 1,127,877 348,271 110,169 716,562 3,215,351 6,238,418

Disposals - (606,337) (1,255,337) - (11,628) - - (1,873,302)

Written off - - (110,846) (36,750) - - - (147,596)

Exchange differences - - 130,296 - - 127,711 976,431 1,234,438

At 31.12.2008 536,479 3,246,257 8,256,197 1,991,059 199,420 6,495,584 56,166,383 76,891,379

Carrying amountAt 31.12.2008 3,954,671 2,320,776 5,489,774 1,506,898 419,614 18,096,063 55,810,606 87,598,402

OfficeLong term equipment, Plant,leasehold Motor furniture and machinery and

Group buildings vehicles fittings Renovations equipment TotalRM RM RM RM RM RM

CostAt 1.1.2007

- as previously stated 5,039,950 5,429,175 4,862,318 3,745,486 65,922 19,142,851

- effect of adopting

FRS 117 (548,800) - - - - (548,800)

At 1.1.2007, restated 4,491,150 5,429,175 4,862,318 3,745,486 65,922 18,594,051

Acquisition of

subsidiary companies - - 32,708 - 54,150 86,858

Additions - 811,580 316,616 59,084 189,553 1,376,833

Disposals - (606,827) (89,526) - - (696,353)

Written off - - (1,333,603) (241,534) - (1,575,137)

Exchange differences - - (76) - - (76)

At 31.12.2007 4,491,150 5,633,928 3,788,437 3,563,036 309,625 17,786,176



3. Property, Plant and Equipment (cont’d)

OfficeLong term equipment, Plant,leasehold Motor furniture and machinery and

Group buildings vehicles fittings Renovations equipment TotalRM RM RM RM RM RM

Accumulated depreciationAt 1.1.2007 356,833 3,185,914 3,186,827 1,444,371 33,657 8,207,602


companies - - 19,322 - 48,596 67,918

Charge for the financial year 89,823 560,491 468,082 362,691 18,626 1,499,713

Disposals - (524,176) (74,470) - - (598,646)

Written off - - (1,130,580) (127,524) - (1,258,104)

Exchange differences - - (75) - - (75)

At 31.12.2007 446,656 3,222,229 2,469,106 1,679,538 100,879 7,918,408

Carrying amountAt 31.12.2007 4,044,494 2,411,699 1,319,331 1,883,498 208,746 9,867,768

(i) The long term leasehold buildings of the Group with carrying amount of RM3,954,671 (2007: RM4,044,494)

have been pledged to licensed banks as security for credit facilities granted to the Company and certain

subsidiary companies.

The remaining period of the long term leasehold buildings ranges from 86 to 87 (2007: 87 to 88) years.

(ii) Included in the property, plant and equipment of the Group are motor vehicles under hire purchase with

carrying amount of RM2,275,357 (2007: RM2,255,957).

(iii) The aggregate additional cost for the property, plant and equipment of the Group during the financial year

under hire purchase and cash payment are as follows:

Group2008 2007RM RM

Aggregate costs 1,264,842 1,376,833

Less: Hire purchase financing (471,000) (692,900)

Cash payment 793,842 683,933



4. Capital Work-In-Progress

Group2008 2007RM RM

At 1 January - -

Acquisition of subsidiary companies 455,368 -

Additional during the financial year 219,852 -

At 31 December 675,220 -

This is in respect of construction of club house building.

5. Land and Property Development Costs

Non-Current

Group2008 2007RM RM

Freehold land, at costAt 1 January 33,813,795 20,000,000

Addition during the financial year 9,778,013 63,956,266

Transferred to income statement - (30,142,471)

Transferred to current portion - (20,000,000)

At 31 December 43,591,808 33,813,795

Long term leasehold land, at costAt 1 January 40,366,636 38,167,728

Addition during the financial year - 5,992,785

Acquisition of subsidiary companies - 4,455,000

Transferred to income statement (1,134,520) (2,089,143)

Transferred to development costs 4,162,059 -

Transferred to current portion (361,396) (6,159,734)

At 31 December 43,032,779 40,366,636

Property development costsAt 1 January 394,209,772 393,784,770



Movement during the financial year (1,022,449) (2,673,562)

Transferred to current portion (57,228,490) (58,800,807)


Transferred to long term leasehold land (4,162,059) -

Development costs written off (371,976) (117,816)

Exchange differences 123,809 (331,128)

At 31 December 373,495,770 394,209,772



5. Land and Property Development Costs (cont’d)

Non-Current (cont’d)

Group2008 2007RM RM

Less: Accumulated impairment losses

At 1 January 4,406,384 7,252,257

Transferred to income statement - (2,536,616)

Exchange differences - (309,257)

At 31 December 4,406,384 4,406,384

455,713,973 463,983,819

Current

Group2008 2007RM RM

Freehold land, at costAt 1 January 20,000,000 -

Additional during the financial year 1,119,046 -

Transferred to income statement (20,000,000) -

Transferred from non-current portion - 20,000,000

At 31 December 1,119,046 20,000,000

Long term leasehold land, at costAt 1 January 15,025,466 1,485,578


Additional during the financial year 6,154,441 -

Transferred from non-current portion 361,396 6,159,734

Transferred to income statement (2,868,044) (358,150)

Transferred to inventories (68,973) -

At 31 December 18,604,286 15,025,466

Property development costsAt 1 January 460,781,886 609,737,564



Transferred from non-current portion 57,228,490 58,800,807

Transferred to inventories (17,147,998) (4,505,692)


At 31 December 179,894,722 460,781,886




Current (cont’d)

Group2008 2007RM RM

Less: Costs recognised in the income statement

At 1 January 279,217,979 472,211,909


Recognised during the financial year 206,014,050 155,060,488

485,232,029 640,423,589

Less: Portion related to completed projects (387,779,195) (361,205,610)

97,452,834 279,217,979

102,165,220 216,589,373

(a) Certain parcels of land are pledged to licensed banks as security for credit facilities granted to certain

subsidiary companies as disclosed in Notes 28, 29 and 34 to the financial statements.

(b) Certain subsidiary companies entered into several agreements with third parties (the landowners) to develop

their lands, solely at the cost of the subsidiary companies and based on the agreements, the landowners are

entitled to the following:

(i) certain percentage of the respective development profit;

(ii) certain percentage of the respective sales proceeds from the development;

(iii) agreed contract sum as specified in the agreement; or

(iv) certain units of completed properties erected thereon free from all encumbrances as the case may be.

(c) Certain subsidiary companies entered into several joint venture agreements with its subsidiary companies

(the landowners) to develop several lands, solely at the cost of that subsidiary companies and based on the

agreements, the landowners are entitled to the following:

(i) certain units of completed properties erected thereon free from all encumbrances or certain percentage

of the gross sales value received from the development; or

(ii) certain percentage of the respective development profit.

(d) Certain subsidiary companies entered into several agreements with third parties and a related party (the

developers) to develop several lands, solely at the cost of the developers and based on the agreements, the

subsidiary companies are entitled to the following:

(i) agreed contract sum as specified in the agreement; or

(ii) certain units of completed properties erected thereon free from all encumbrances as the case may be.




(e) On 15 November 2006, a subsidiary company, namely Maju Kepunyaan Sdn Bhd (“MKSB”) had entered into

a development agreement to develop a freehold land. MKSB is entitled to certain intermediate units of shop

lots (MKSB’s entitlement) and a sum of RM16,000,000.

On 28 April 2008, MKSB has entered into a Sales and Purchase Agreement to dispose of the MKSB’s

entitlement of RM24,000,000. Consequently, all the land and property development costs have been

transferred to income statement.

(f) Included in the property development costs for the financial year are the following expenses:

Group2008 2007

Note RM RM

Finance costs 37 7,980,212 11,450,909

Depreciation of property, plant and equipment 3 11,045 21,236

Company’s Directors

- salaries and other emoluments 1,079,954 766,207

- EPF 111,840 116,480

Other Directors

- fee - 72,000

- salaries and other emoluments - 202,187

- EPF - 29,954

Rental of premises 24,000 43,800

Staff costs 42 1,413,561 2,106,395

Hire of motor vehicles 14,256 14,256

6. Investment Properties

Group2008 2007RM RM

CostAt 1 January 12,550,463 5,536,722

Addition during the financial year - 7,383,500

Disposals (6,297,600) (369,759)

At 31 December 6,252,863 12,550,463

Accumulated depreciationAt 1 January 599,698 421,168

Charge for the financial year 159,745 248,437

Disposals (164,767) (69,907)

At 31 December 594,676 599,698



6. Investment Properties (cont’d)

Group2008 2007RM RM

Accumulated impairment lossAt 1 January 7,300 -

Addition during the financial year 7,300 7,300

At 31 December 14,600 7,300

Carrying amount 5,643,587 11,943,465

Fair value 8,314,900 14,350,500

Investment properties with carrying amount of RM5,643,587 (2007: RM10,302,681) have been pledged to licensed

banks as security for credit facilities granted to the subsidiary companies as disclosed in Notes 29 and 34 to the

financial statements.

The remaining lease period of the investment properties ranges from 83 to 91 (2007: 84 to 92) years.

7. Prepaid Lease Payments

Group2008 2007RM RM

CostAt 1 January

- as previously stated 548,800 -

- effect of adopting FRS 117 - 548,800

- as restated 548,800 548,800

Acquisition on subsidiary companies 163,606,465 -

Translation adjustment 2,479,475 -

At 31 December 166,634,740 548,800

Accumulated amortisationAt 1 January 5,600 -

Amortisation during the financial year 2,211,481 5,600

Translation adjustment 133,474 -

At 31 December 2,350,555 5,600

Carrying amount 164,284,185 543,200



7. Prepaid Lease Payments (cont’d)

The above have include a leasehold land with carrying amount of RM537,485 (2007: RM543,200), which have been

pledged to licensed banks as security for credit facilities granted to a subsidiary company as disclosed in Note 29

to the financial statements.

The other leasehold land with carrying amount of RM163,746,700 (2007: Nil) is situated on Mainland China and

held under medium lease term.

The remaining periods of the lease term are range from 35 to 87 years (2007: 88 years).

8. Investment in Subsidiary Companies

(a) Investment in subsidiary companies

Company2008 2007RM RM

Unquoted shares, at cost

In Malaysia 198,218,395 198,218,395

Outside Malaysia 351 191

198,218,746 198,218,586

Details of the subsidiary companies are set out in Note 52 to the financial statements.

(b) Acquisition of subsidiary companies

The effect of the acquisition on the financial results of the Group during the financial year is as follows:

Group2008 2007RM RM

Revenue 12,606,527 93,865,235

Cost of sales (487,998) (71,576,674)

Gross profit 12,118,529 22,288,561

Other operating income 106,558,189 2,174,701

Administration expenses (16,451,189) (102,016)

Finance costs - (181,039)

Profit before taxation 102,225,529 24,180,207

Taxation 440,117 (8,063,741)

Profit for the financial year 102,665,646 16,116,466

If the acquisition had occurred on 1 January 2008, the contribution to the Group’s revenue and loss

(2007: profit) for the financial year would have been RM24,140,441 (2007: RM97,602,517) and RM1,671,352

(2007: RM15,134,844) respectively.



8. Investment in Subsidiary Companies (cont’d)

(b) Acquisition of subsidiary companies (cont’d)

The assets and liabilities arising from the acquisition are as follows:

Group2008 2007RM RM

Property, plant and equipment 82,260,565 18,940

Capital work-in-progress 455,368 -

Land and property development costs 163,606,465 33,845,975

Inventories - 6,248,032

Trade and other receivables 3,327,410 27,918,626

Cash and bank balances 9,791,844 8,231,316

Fixed deposits with licensed banks - 553,016

259,441,652 76,815,905

Non-current asset held for sale - 2,700,000

259,441,652 79,515,905

Trade and other payables (34,557,968) (55,293,449)

Tax payable - (1,273,151)

Loan payable (14,290,413) -

Deferred tax liabilities (40,992,996) (5,286,402)

(89,841,377) (61,853,002)

Net assets 169,600,275 17,662,903

Less: Minority shareholders’ interests (63,470,609) (7,283,842)

Group’s share of net assets 106,129,666 10,379,061

Goodwill on consolidation 29,728 43,583,190

Reserve on consolidation (106,017,230) (1,090,471)

Total cost of acquisition, discharged by cash 142,164 52,871,780

The cash outflow arising from the acquisition is as follows:

Group2008 2007RM RM

Purchase consideration satisfied by cash 142,164 52,871,780

Less: Cash and cash equivalents of

subsidiary companies acquired (9,791,844) (8,231,316)

Investment in associated companies - (6,994,280)

Net cash (inflow)/outflow of the Group (9,649,680) 37,646,184



9. Investment in Associated Companies

Group2008 2007RM RM

Unquoted shares in Malaysia, at cost 3,360,030 3,360,030

Share of post acquisition reserves (896,306) (894,421)

2,463,724 2,465,609

Details of the associated companies are set out in Note 53 to the financial statements.

The summarised financial information of the associated companies is as follows:

Group2008 2007RM RM

Assets and liabilitiesNon-current assets 86,942 88,240

Current assets 690,567 780,496

Total assets 777,509 868,736

Current liabilities 290,859 311,591

Total liabilities 290,859 311,591

486,650 557,145

ResultsRevenue - -

Net loss for the financial year (70,545) (55,176)

The unrecognised share of losses of the associated companies is as follows:

Group2008 2007RM RM

At 1 January 31,935 16,632

Addition during the financial year 18,297 15,303

At 31 December 50,232 31,935



9. Investment in Associated Companies (cont’d)

The goodwill included within the Group’s carrying amount of investment in associated companies is as follows:

Group2008 2007RM RM

CostAt 1 January/31 December 2,261,151 2,261,151

10. Other Receivables

Group Company2008 2007 2008 2007

Note RM RM RM RM

Non-currentOther receivables 24,946,740 36,430,680 - -

CurrentOther receivables

- Third parties 143,007,694 120,496,620 5,752 5,752

- Related parties 43 434,159 1,236,794 - -

Less: Allowance for doubtful debts

- Third parties (61,509,726) (49,353,898) - -

81,932,127 72,379,516 5,752 5,752

Deposits 5,141,722 15,092,117 4,500 4,500

Prepayments 21,872 696,988 - 462,844

87,095,721 88,168,621 10,252 473,096

The non-current other receivables represents unsecured interest free advances to former subsidiary companies of

a subsidiary company. The subsidiary company has an option exercisable before 2046 to purchase back such

former subsidiary companies for a nominal consideration.

Included in allowance for doubtful debts is an amount of RM49,024,488 (2007: RM46,688,776) provided for

advances given to former subsidiary companies.

Included in current other receivables of the Group is an amount of RM4,773,682 (2007: RM5,131,745) provided for

settlement with the purchasers of a development project of a subsidiary company in accordance with the Workout

Proposals of Instangreen Corporation Sdn. Bhd. (“ICSB”).



11. Other Investments

Group2008 2007RM RM

CostUnquoted shares in Malaysia 23,000 23,000

Transferable corporate club membership 1,230,500 1,230,500

1,253,500 1,253,500

12. Goodwill on Consolidation

Group2008 2007RM RM

CostAt 1 January 91,543,985 47,464,037

Addition during the financial year 29,728 45,120,275

Exchange differences 166,320 (153,447)

Impairment loss recognised in income statement (500,782) (886,880)

At 31 December 91,239,251 91,543,985

(a) Impairment test for goodwill on consolidation

Goodwill on consolidation has been allocated to Group’s cash-generating units (“CGUs”) identified according

to country of operations and business segments as follows:

People’sRepublic

Malaysia of China TotalGroup RM RM RM

2008Property development 74,810,874 16,428,377 91,239,251

2007Property development 75,281,928 16,262,057 91,543,985



12. Goodwill on Consolidation (cont’d)

(b) Key assumptions used to determine the recoverable amount

The recoverable amount of a CGU is determined based on value-in-use calculations using cash flow

projections based on financial budgets approved by the Directors covering a five-year period. The key

assumptions used for value-inuse calculations are:

Propertydevelopment

%

Malaysia

Gross margin 33

Growth rate N/A

Pre-tax discount rate 10

People’s Republic of China

Gross margin 30

Growth rate N/A

Pre-tax discount rate 15

The key assumptions that the Directors have used in the cash flow projections to undertake impairment testing

are as follows:

(i) Gross margin - Budgeted value based on the average margins achieved in the year immediately before

the budgeted year, increased for expected efficiency improvements and market development.

(ii) Growth rate - Not applicable as the cash flow projections made is for a period of 5 years, in accordance

with the expected lifecycle of the CGU.

(iii) Pre-tax discount rate - Rate that reflect specific risks relating to the relevant CGU.

(c) Impairment loss recognised during the financial year

The Group recognised an impairment loss of RM500,782 (2007: RM886,880) during the financial year in

respect of the goodwill arising on consolidation. The goodwill relates to certain subsidiary companies which

mainly undertake development projects which are expected to be completed within the next 5 years. As no

further development activities or other significant revenue generating activities is expected from the subsidiary

companies, the related goodwill has been impaired accordingly. The recoverable amount was based on value-

in-use and was determined at the CGU which is the Group’s development project. In determining value-in-use

for the CGU, the cash flows were discounted at a rate of 10% on a pre-tax basis. The impairment loss is

included in “Operating Expenses” as disclosed in Note 38 to the financial statements.

13. Properties Held for Sale

Group2008 2007RM RM

At cost 1,091,593 1,091,593

The titles of the above properties are in the process of being registered in the name of the subsidiary company.



14. Inventories

Group2008 2007RM RM

Unsold units of completed properties 35,673,578 31,731,574

15. Trade Receivables

Group2008 2007

Note RM RM

Trade receivables

- Third parties 157,586,926 189,947,082

- Related parties 43 3,455,674 5,464,827

161,042,600 195,411,909

Less : Allowance for doubtful debts

- Third parties (3,802,892) (2,134,210)

157,239,708 193,277,699

Accrued billings in respect of property

development costs 7,623,342 16,052,398

Amount owing by customers on contracts 16 1,116,304 2,336,952

165,979,354 211,667,049

The Group’s normal trade credit terms ranges from 14 to 90 days (2007: 14 to 90 days). Other credit terms are

assessed and approved on a case by case basis.

16. Amount Owing by/(to) Customers on Contracts

Group2008 2007

Note RM RM

Aggregate cost incurred to date 44,585,691 4,713,377

Add: Attributable profits 2,412,979 33,855

Less: Allowance for foreseeable loss (242,522) -

46,756,148 4,747,232

Less : Progress billings (46,398,617) (2,510,392)

357,531 2,236,840



16. Amount Owing by/(to) Customers on Contracts (cont’d)

Group2008 2007

Note RM RM

Represented by:

Amount owing by customers on contracts 15 1,116,304 2,336,952

Amount owing to customers on contracts 30 (758,773) (100,112)

357,531 2,236,840

Retention sum included in the progress billings 1,176,271 -

17. Amount Owing by/(to) Subsidiary Companies

(a) Amount owing by subsidiary companies

This represents unsecured advances with no fixed term of repayment which bears interest at rates ranging

from 4.40% to 7.50% (2007: 4.00% to 7.22%) per annum.

(b) Amount owing to subsidiary companies

This represents unsecured interest free advances with no fixed term of repayment.

18. Amount Owing by Associated Companies

This represents trade transactions with no fixed term of repayment.

19. Fixed Deposits with Licensed Banks

Included in the fixed deposits of the Group and of the Company is an amount of RM14,855,630 and RM1,832,396

(2007: RM14,135,426 and RM2,891,402) respectively pledged to licensed banks as security for banking facilities

granted to the Company and certain subsidiary companies as disclosed in Note 29 to the financial statements.

The interest rates and maturities of deposits range from 2.55% to 3.0% per annum and 1 to 365 days (2007: 2.2%

to 3.7% and 1 to 365 days) respectively.

20. Cash Held under Housing Development Accounts

Cash held under the Housing Development Accounts represents monies received from purchasers of residential

properties less payments or withdrawals in accordance with the Housing Development (Controls and Licensing)

Act, 1966.



21. Debts Service Reserve Accounts

Under the Trust Deed dated 28 December 2005 and 27 February 2006 in respect of the issuance of the RM65

million Secured Serial Bonds (“Bonds”) and up to RM100 million Commercial Papers (“CPs”) respectively, an

amount sufficient to pay the coupon payment on the principal amount of the Bonds and outstanding CPs due in

the next coupon payment date is required to be placed in Debt Service Reserve Accounts (DSRA). Amount in DSRA

is only permitted to be utilised for the following purposes:

(a) payment of coupon/interest due under the Bonds and CPs. Any amount withdrawn for the purpose of

coupon/interest payment shall be topped-up by the Company within seven (7) days from the date of the

withdrawal; and

(b) investment in fixed deposits with licensed banks and/or approved licensed banks. The maturity profile of any

investment of this nature shall not exceed the maturity profile of the coupon due under the Bonds and CPs

and may be liquidated for the purpose of item (a) above.

22. Cash and Bank Balances

Included in cash and bank balances of the Group are Sinking Fund Account and Cash Collateral Account

amounting to RM262,243 (2007: RM7,783,269) opened in accordance with the terms and conditions set out in

Trust Deed dated 28 December 2005 and 27 February 2006 as disclosed in Notes 28 and 35 respectively to meet

the redemption of maturing Secured Serial Bonds and Commercial Papers.

23. Non-current Asset held for Sale

Group2008 2007RM RM

At 1 January 4,117,800 -

Reclassified from investment in associated company - 4,117,800

Less: Disposals (1) -

Less: Impairment loss (4,117,798) -

At 31 December 1 4,117,800

On 19 March 2008, the Board of Directors has approved the decision to dispose of its investment in Jasa Vista

Sdn. Bhd. (“JVSB”). The disposal is consistent with the Group’s long term strategy to maximise growth and

profitability and to dispose of the investment which has been under performing.

The Group recognised an impairment loss of RM4,117,798 (2007: RMNil) during the financial year in respect of the

non-current asset held for sale. The impairment loss is included in “Operating Expenses” as disclosed in Note 38

to the financial statements.

During the financial year, 30% of the shareholdings in JVSB have been disposed.



24. Share Capital


Ordinary shares of RM1.00 each

AuthorisedAt 1 January 500,000,000 500,000,000

Issued during the financial year 500,000,000 -

At 31 December 1,000,000,000 500,000,000

Issued and fully paidAt 1 January 385,191,792 384,239,291

Issued during the financial year 1,019,765 952,501

At 31 December 386,211,557 385,191,792

During the financial year, the Company increased its:

(a) authorised ordinary share capital from RM500,000,000 to RM1,000,000,000 by creation of 500,000,000

ordinary shares of RM1.00 each at par; and

(b) issued and paid-up ordinary share capital from RM385,191,792 to RM386,211,557 by issuance of 1,019,765

new ordinary shares of RM1.00 each pursuant to the conversion of Irredeemable Convertible Unsecured Loan

Stocks 2003/2008 (“ICULS C”) at the conversion price of RM1.00 each.

All new ordinary shares issued during the financial year ranked pari passu in all respects with the existing ordinary

shares of the Company.

25. Share Premium

Group/Company2008 2007RM RM

At 1 January/31 December 16,945,016 16,945,016



26. 4% Irredeemable Convertible Unsecured Loan Stocks


Quoted debenturesEquity instrument

Nominal value

4% Irredeemable Convertible Unsecured

Loan Stocks (Class C) 2003/2008 (Note b) - 982,683


Loan Stocks (Class D) 2004/2009 (Note b) 328,600 317,327

328,600 1,300,010

Liability instrument

Nominal value


Loan Stocks (Class C) 2003/2008 (Note b) - 37,082


Loan Stocks (Class D) 2004/2009 (Note b) 12,400 23,673

12,400 60,755

Analysed as:

Repayable within twelve months - 37,082

Repayable after twelve months 12,400 23,673

12,400 60,755

(a) The Company, under a Trust Deed dated 13 December 2001, issued RM38,154,000 nominal value of 4%

Irredeemable Convertible Unsecured Loan Stocks (Class A) 2001/2006 (“ICULS A”) for the settlement of debts

owing by Instangreen Corporation Sdn. Bhd. (“ICSB”), a former subsidiary company, to scheme creditors

pursuant to the Workout Proposals of ICSB.

(b) The Company, under a Trust Deed dated 13 December 2001, issued RM1,453,000 nominal value of 4%

Irredeemable Convertible Unsecured Loan Stocks (Class B) 2002/2007 (“ICULS B”), RM1,474,000 nominal

value of 4% Irredeemable Convertible Unsecured Loan Stocks (Class C) 2003/2008 (“ICULS C”) and

RM403,000 nominal value of 4% Irredeemable Convertible Unsecured Loan Stocks (Class D) 2004/2009

(“ICULS D”), being the interest payment of ICULS A in accordance with the terms stipulated in the following

Note (c)(ii) below.



26. 4% Irredeemable Convertible Unsecured Loan Stocks (cont’d)

(c) The salient features of the ICULS A, ICULS B, ICULS C and ICULS D are as follows:-

(i) The ICULS C and ICULS D are in multiples of RM1,000;

(ii) The ICULS C and ICULS D bear interest at 4% per annum payable in arrears on each anniversary date of

issuance of ICULS A, ICULS B, ICULS C and ICULS D.

(iii) The ICULS C and ICULS D are convertible into new ordinary shares on the basis of one new ordinary

share of RM1 each for every RM1 nominal value of ICULS A, ICULS B, ICULS C and ICULS D held from

the first day of the 25th month from and including the date of issue to the maturity date;

(iv) All new ordinary shares issued upon conversion of the ICULS C and ICULS D will rank pari passu with the

then existing ordinary shares of the Company in all respects except that they shall not be entitled to any

dividends, rights, allotments and/or other distributions, the entitlement date of which precede the relevant

conversion date of ICULS C and ICULS D; and

(v) The tenure of ICULS C and ICULS D is for a period of 5 years from the date of issue.

The equity component of ICULS C and ICULS D was classified as part of equity in accordance with the provisions

of FRS 132, Financial Instruments: Disclosure and Presentation. Accordingly, the distribution to the holders of the

ICULS C and ICULS D is disclosed as a distribution of equity.

27. Other Reserves

Non-distributable Foreign

Revaluation exchange ESOS Warrantreserve reserve reserve reserve Total

RM RM RM RM RM

GroupAt 1 January 2008 1,731,100 8,713,512 111,915 - 10,556,527

Share-based payment - - 102,585 - 102,585

Issue of Warrants - - - 14,974,977 14,974,977

Foreign exchange


gains not recognised

in income statement - 8,096,734 - - 8,096,734


company’s reserve (1,239,814) - - - (1,239,814)

At 31 December 2008 491,286 16,810,246 214,500 14,974,977 32,491,009



27. Other Reserves (cont’d)

Non-distributable Foreign

Revaluation exchange ESOS Warrantreserve reserve reserve reserve Total

RM RM RM RM RM

GroupAt 1 January 2007 1,744,647 2,822,955 76,250 - 4,643,852


Foreign exchange



in income statement - 5,890,557 - - 5,890,557


company’s reserve (13,547) - - - (13,547)

At 31 December 2007 1,731,100 8,713,512 111,915 - 10,556,527

CompanyAt 1 January 2008 - - 111,915 - 111,915


Issue of Warrants - - - 14,974,977 14,974,977

At 31 December 2008 - - 214,500 14,974,977 15,189,477

At 1 January 2007 - - 76,250 - 76,250


At 31 December 2007 - - 111,915 - 111,915

On 30 April 2008, the Company executed a Deed Poll constituting the Warrants and the issue price and exercise

price of the Warrants have been fixed at RM0.10 and RM1.00 each respectively.

On 12 June 2008, the Company issued renounceable rights issue of 154,076,578 Warrants on the basis of two (2)

new Warrants for every five (5) existing ordinary shares of RM1.00 each.

The Warrants may be exercised at any time commencing on the date of issue of Warrants on 12 June 2008 but not

later than 11 June 2018. Any Warrants which have not been exercised at date of maturity will lapse and cease to

be valid for any purpose.

The new ordinary shares allotted and issued upon exercise of the Warrants shall rank pari passu in all respects with

the then existing ordinary shares of the Company, save and except that they shall not be entitled to any dividends,

rights, allotments and/or other distributions, the entitlement date of which is prior to the date of allotment of the

new ordinary shares arising from exercise of the Warrants.



28. Secured Serial Bonds


SecuredNominal value

6.75% Secured Serial Bonds 2006/2009 10,000,000 10,000,000



50,000,000 50,000,000

Analysed as:

Repayable within twelve months 10,000,000 -

Repayable after twelve months 40,000,000 50,000,000

50,000,000 50,000,000

The Company, under a Trust Deed dated 28 December 2005, issued the above Secured Serial Bonds (Bonds) and

the main features of the Bonds are as follows:

(a) The Bonds are in multiples of RM1,000,000;

(b) The three (3) series of bonds bear coupon rate as follows:

2006/2009 Bonds (Tranche 2) - 6.75% per annum



Coupon payment of the Bonds shall be payable semi-annually. The first interest payment falls on a date

which is six (6) months from the Issue Date and subsequent coupon payment date falling every consecutive

six (6) months thereafter. The last coupon payment shall coincide with the maturity date or due date for the

repayment of each series issued;

(c) The Bonds shall, unless previously redeemed, purchased or cancelled, be redeemed at their principal amount

upon maturity date of each series issued; and

(d) The tenure of the Bonds is for a period of 1 to 5 years from the date of issue.

The Bonds are secured against the following:

(a) First legal charge on certain subsidiary companies’ land banks included in land and property development

costs; and

(b) Assignment over the Cash Collateral Account (“CCA”) and the Bonds DSRA.



29. Bank Borrowings

Group2008 2007RM RM

SecuredFloating rates:

Bridging loans 10,890,266 4,469,648

Flexi loans 1,514,859 7,576,881

Term loans 147,784,156 170,723,048

Revolving credits 40,027,912 1,349,160

Fixed rates:

Al Tarkhis - 4,782,535

Al Bai Bithaman Ajil - 4,889,092

Total borrowings 200,217,193 193,790,364

Analysed as:

Repayable within twelve monthsFloating rates:

Bridging loans 967,826 3,943,449

Flexi loans 1,514,859 4,540,223

Term loans 56,964,014 47,629,997

Revolving credits 8,812,098 674,160

Fixed rates:

Al Tarkhis - 4,782,535

Al Bai Bithaman Ajil - 4,889,092

68,258,797 66,459,456

Repayable after twelve monthsFloating rates:

Bridging loans 9,922,440 526,199

Flexi loans - 3,036,658

Term loans 90,820,142 123,093,051

Revolving credits 31,215,814 675,000

131,958,396 127,330,908

200,217,193 193,790,364



29. Bank Borrowings (cont’d)


SecuredFloating rates:

Revolving credits 29,999,904 -

Analysed as:

Repayable after twelve monthsFloating rates:

Revolving credits 29,999,904 -

The credit facilities of the Group obtained from licensed banks are secured on the following:

(a) fixed charge on certain subsidiary companies’ land banks included in land held for property development and

property development costs;

(b) fixed charge on certain parcel of land belonging to third parties;

(c) fixed charge on a subsidiary company’s investment properties;

(d) fixed charge on certain subsidiary companies’ long term leasehold land and buildings;

(e) fixed charge on certain subsidiary companies’ inventories;

(f) first charge over certain quoted shares of a company in which certain Directors of the Company has

substantial financial interest;

(g) assignment of a subsidiary company’s sales proceeds and balances in a Housing Development Accounts;

(h) fixed and floating charge over certain subsidiary companies’ present and future assets of;

(i) joint and several guarantee of certain Directors of the Company and certain subsidiary companies; and

(j) a pledge of certain subsidiary companies’ fixed deposits.

The credit facility of the Company obtained from a licensed bank is secured by way of a fixed charge over a third

party’s landed properties.



29. Bank Borrowings (cont’d)

Maturity of borrowings is as follows:

Group Company2008 2007 2008RM RM RM

Within one year 68,258,797 66,459,456 -Between one and two years 48,442,656 50,123,652 -

Between two and three years 28,013,154 46,469,958 -Between three and four years 35,421,742 15,555,414 19,199,904Between four and five years 20,080,844 8,386,952 10,800,000After five years - 6,794,932 -

200,217,193 193,790,364 29,999,904

Range of interest rates during the financial year is as follows:

Group Company2008 2007 2008

% % %

Bridging loans 8.25 - 9.25 8.2 - 8.5 -Flexi loans 8.7 8.7 -Term loans 5.75 - 8.8 5.7 - 8.8 -Revolving credit 8.00 - 8.7 8.2 - 8.7 8.00Al Tarkhis 8.7 8.7 -Al Bai Bithaman Ajil 6.0 5.97 - 6.0 -

During the financial year, bank borrowing of certain subsidiary companies was fully settled and it is in the process

of discharge of charge.

30. Trade Payables

Group2008 2007

Note RM RM

CurrentTrade payables

- Third parties 42,376,421 93,480,825

- Related parties 43 24,212,236 12,560,660

66,588,657 106,041,485

Progress billings in respect of property development costs 22,792,791 48,403,629

Amount owing to customers on contracts 16 758,773 100,112

Total Current 90,140,221 154,545,226



30. Trade Payables (cont’d)

Group2008 2007RM RM

Non-current

Trade payable

- Third party 19,340,000 20,420,000

Total Non-Current 19,340,000 20,420,000

Total Trade Payable 109,480,221 174,965,226

The non-current trade payable represents consideration payable to landowner for the development project and is

repayable by 15 December 2015.

The normal trade credit term granted to the Group ranges from 30 to 90 days (2007: 30 to 90 days).

31. Other Payables

Group Company2008 2007 2008 2007

Note RM RM RM RM

CurrentOther payables

- Third parties 117,844,737 75,211,037 6,322 6,052

- Related parties 43 9,409,831 5,483,643 167,392 167,392

127,254,568 80,694,680 173,714 173,444

Amount payable for acquisition of :

- subsidiary companies 19,383,633 37,678,557 - -

- associated companies - 150,000 - -

Amount payable to landowners 4,166,582 6,962,293 - -

Accruals 7,804,505 6,746,607 1,684,125 1,744,438

Deposits 9,340,328 23,713,259 - -

167,949,616 155,945,396 1,857,839 1,917,882

Non-currentOther payables

- Third parties 63,603,856 68,140,500 - -

Amount payable for acquisition

of subsidiary companies 7,103,136 16,728,445 - -

70,706,992 84,868,945 - -

Total Other Payable 238,656,608 240,814,341 1,857,839 1,917,882



31. Other Payables (cont’d)

The non-current other payables represents the remaining consideration for the purchase of freehold land

by a subsidiary company and is repayable by 26 July 2010. Under the terms of purchase, RM34,078,000

(2007: RM34,078,000) is secured by a banker’s guarantee granted from a licensed bank.

32. Hire Purchase Payables

Group2008 2007RM RM

(a) Future minimum payments

Payable within one year 608,789 617,646

Payable between one and five years 1,219,448 1,421,713

Payable after five years 88,338 110,634

1,916,575 2,149,993

Less : Future finance charges (152,442) (196,530)

1,764,133 1,953,463

(b) Present value of hire purchase liabilities

Repayable within one year 576,192 538,350

Repayable between one and five years 1,103,923 1,311,887

Repayable after five years 84,018 103,226

1,764,133 1,953,463

Analysed as:

Repayable within twelve months 576,192 538,350

Repayable after twelve months 1,187,941 1,415,113

1,764,133 1,953,463

Interest is charged at rates ranging from 2.37% to 5.00% (2007: 2.37% to 5.00%) per annum.



33. Deferred Tax Liabilities

Group2008 2007RM RM

At 1 January 62,792,268 65,691,956

Recognised in income statement (15,424,084) (4,914,147)

Reduction in tax rate (2,434,247) (3,112,305)

Over provision in prior year - (159,638)

Translation adjustment 589,000 -

Acquisition of a subsidiary company 40,992,996 5,286,402

At 31 December 86,515,933 62,792,268

The components and movements of deferred tax liabilities of the Group prior to offsetting are as follows:

Deferred tax liabilities of the Group:

Accelerated Revaluation ofcapital land under Fair value

allowances development adjustment TotalRM RM RM RM

At 1 January 2008 - 10,056,609 52,735,659 62,792,268

Recognised in income statement (440,121) (8,694,626) (6,289,337) (15,424,084)

Reduction in tax rate - (52,384) (2,381,863) (2,434,247)

Translation adjustment 589,000 - - 589,000

Acquisition of a subsidiary company 40,992,996 - - 40,992,996

At 31 December 2008 41,141,875 1,309,599 44,064,459 86,515,933

Accelerated Revaluation ofcapital land under Fair value

allowances development adjustment TotalRM RM RM RM

At 1 January 2007 59,054 5,157,000 60,475,902 65,691,956

Recognised in income statement 100,584 - (5,014,731) (4,914,147)

Over provision in prior year (159,638) - - (159,638)

Reduction in tax rate - (386,793) (2,725,512) (3,112,305)

Acquisition of a subsidiary company - 5,286,402 - 5,286,402

At 31 December 2007 - 10,056,609 52,735,659 62,792,268



33. Deferred Tax Liabilities (cont’d)

Deferred tax assets have not been recognised in respect of the following temporary differences:

Group2008 2007RM RM

Unused tax losses 24,168,957 10,623,000

Unabsorbed capital allowances 4,027,655 2,219,000

Deductible temporary differences 2,998,700 7,950,000

Accelerated capital allowances (151,353) (1,374,000)

31,043,959 19,418,000

The unused tax losses and unabsorbed capital allowance of RM24,169,000 (2007: RM10,623,000) and

RM4,027,700 (2007: RM2,219,000) respectively are available indefinitely for offset against future taxable profits of

the companies in which those items arose.

34. Bank Overdrafts

Group Company2008 2007 2008 2007RM RM RM RM

SecuredRepayable within twelve months 27,173,900 30,952,540 12,808,785 12,753,832

The bank overdrafts obtained from licensed banks are secured on the following:

(a) fixed charge on certain subsidiary companies’ long term leasehold buildings;

(b) fixed charge on certain subsidiary companies’ investment properties;

(c) fixed charge on certain subsidiary companies’ land banks included in land and property development costs;

(d) third party first legal charge over certain individual titles under development;

(e) assignment of sales proceeds and balances in a Housing Development Accounts of a third party;

(f) fixed charge on certain subsidiary companies’ inventories; and

(g) joint and several guarantee of certain Directors of the Company and certain subsidiary companies.

Interest is charged at rates ranging from 7.00% to 9.00% (2007: 7.00% to 10.25%) per annum.



35. Commercial Papers


SecuredNominal value

4.50% Commercial Papers - 3,000,000









5.00% Commercial - 2,000,000

- 57,000,000

Analysed as:

Repayable within twelve months - 57,000,000

During the financial year, the Company under a Trust deed dated 27 February 2006, issued RM44,000,000 nominal

value of Commercial Papers ("CPs"). The proceeds from CPs was utilised to part finance the development and

construction cost in relation to the projects undertaken or constructed by its subsidiary companies and also to

refinance the CPs which have been matured.

The CPs had been settled during the financial year.

36. Revenue


Property development 222,420,332 272,514,719 - -

Construction contracts 15,478,971 4,747,232 - -

Trading and others 8,922,730 3,817,169 - -

Dividend from subsidiary company - - 1,150,000 9,600,000

Golf courses and club house 12,606,629 - - -

Management fee from:-

- subsidiary company - - 120,000 120,000

- third parties 1,614,428 - - -

Others 211,001 219,288 - -

261,254,091 281,298,408 1,270,000 9,720,000



37. Finance Costs

Group Company2008 2007 2008 2007

Note RM RM RM RM

Interest expenses on:

Al Bai Bithaman Ajil 238,995 1,490,053 - -

Al Tarkhis 130,365 698,191 - -

Term loans 13,848,893 10,976,380 - -

Bank overdrafts 1,922,583 2,747,196 1,025,594 1,026,119

Bridging loans 248,456 1,058,588 - -

Revolving credits 1,536,941 755,692 1,006,177 -

Hire purchase 92,862 93,895 - -

Secured Serial Bonds 3,636,338 3,610,219 3,636,338 3,610,219

Commercial Papers 1,434,324 2,673,539 1,434,324 2,673,539

RCB - 74,385 - 74,385

ICULS 41,296 29,781 41,296 29,781

Others 106,167 164,212 - -

23,237,220 24,372,131 7,143,729 7,414,043

Less:

Interest capitalised in property

development costs 5 (7,980,212) (11,450,909) - -

15,257,008 12,921,222 7,143,729 7,414,043

38. Profit before Taxation

Profit before taxation is derived after charging/(crediting):


Auditors’ remuneration

- statutory 206,474 195,423 33,000 33,000

- others 300 21,400 - 17,000

- (over)/under provision in prior year (11,700) 5,000 - 3,000

Allowance for doubtful debts 12,793,392 1,902,128 - -

Allowance for foreseeable loss 242,522 1,781,390 - -

Amortisation of prepaid lease payments 2,211,481 5,600 - -

Bad debt written off 249,213 - - -

Company’s Directors

- fee 300,000 539,971 216,000 216,000

- salaries and other emoluments 2,491,053 3,058,301 425,000 429,100

- EPF 385,617 383,756 - -

- benefit-in-kind 248,483 236,114 - -

Deposit written off - 29,000 - -



38. Profit before Taxation (cont’d)


Depreciation of :

- property, plant and equipment 6,227,373 1,478,477 - -

- investment properties 159,745 248,437 - -

Impairment of goodwill arising

on consolidation 500,782 886,880 - -

Impairment loss on investment property 7,300 7,300 - -

Impairment loss on non-current assets

held for sale 4,117,798 - - -

Loss/(Gain) on disposal of

investment properties 241,033 (165,148) - -

Loss/(Gain) on disposal of property,

plant and equipment 64,248 (55,253) - -

Other Directors

- fee 316,000 180,000 - -

- salaries and other emoluments 640,050 236,323 - -

- EPF 36,336 15,005 - -

Property, plant and equipment written off 203,386 317,033 - -

Rental of premises 24,800 117,360 - -

Property development costs written off 371,976 117,816 - -

Rental of office equipment 123,633 15,120 - -

Allowance for doubtful debts no

longer required (832,126) - - -

Interest income on advance to

subsidiary companies - - (4,877,189) (5,390,019)

Interest income (3,381,729) (3,837,311) (111,783) (100,321)

Reserve on consolidation (106,017,230) (1,090,471) - -

Rental income from:

- investment properties (1,031,662) (657,366) - -

- others (433,575) (429,120) - -

Unrealised (gain)/loss on foreign exchange (796,837) 4,962,097 (3,136,386) 4,351,491

Waived of debts by other payables (5,457,532) (6,777,722) - -



39. Taxation


Tax expense for the financial year:

Current tax provision 4,584,970 13,735,216 160,407 1,870,000

Under/(Over) provision in prior years 712,883 (1,158,714) 44,679 (471,260)

5,297,853 12,576,502 205,086 1,398,740

Deferred tax:

Relating to origination and reversal of

temporary differences (15,424,084) (4,914,147) - -

Relating to the change in tax rate (2,434,247) (3,112,305) - -

Over provision in prior year - (159,638) - -

(17,858,331) (8,186,090) - -

(12,560,478) 4,390,412 205,086 1,398,740

Current domestic income tax is calculated at the statutory tax rate of 26% (2007: 27%) of the estimated assessable

profit for the year. The domestic statutory tax rate will be reduced to 25% from the current year’s rate of 26%,

effective year of assessment 2009. The computation of deferred tax as at 31 December 2008 has reflected these

changes. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.

A reconciliation of income tax expense applicable to profit before taxation at the statutory income tax rate to

income tax expense at the effective income tax rate of the Group and of the Company are as follows:

Group2008 2007RM RM

Profit before taxation 10,294,311 13,779,647

Taxation at statutory tax rate of 26% (2007: 27%) 2,676,521 3,720,505

Tax incentive for small and medium scale companies

at 20% tax rate (249,461) (318,920)

Effect on different tax rates in other countries (10,206,059) 442,366

Subsidiary company domiciled in tax haven country (385,121) (1,230)

Income not subject to tax (18,424,804) (1,238,050)

Expenses not deductible for tax purposes 10,623,745 6,891,081

Deferred tax assets not recognised 12,994,867 1,333,212

Deferred tax liabilities not recognised (377) (130)

Utilisation of previous unrecognised tax losses and

capital allowances (573,672) (1,354,148)

Reversal of deferred tax liabilities not recognised 1,818 515

Reversal of deferred tax assets not recognised (7,529,801) (653,776)



39. Taxation (cont’d)

Group2008 2007RM RM

Under/(Over) provision of taxation in prior years 712,883 (1,158,714)

Reduction in tax rate used for deferred tax (2,434,247) (3,112,305)

Over provision of deferred taxation in prior years - (159,638)

Permanent loss not recognised during the financial year 233,230 -

Others - (356)

Tax expense for the financial year (12,560,478) 4,390,412


Profit before taxation 288,349 1,739,339

Taxation at statutory tax rate of 26% (2007: 27%) 74,971 469,622

Expenses not deductible for tax purposes 1,203,314 1,400,378

Income not subject to tax (1,117,878) -

Under/(Over) provision of taxation in prior years 44,679 (471,260)

Tax expense for the financial year 205,086 1,398,740

The Group has estimated unused tax losses and unutilised capital allowances of RM24,169,000 (2007:

RM10,623,000) and RM4,027,700 (2007: RM2,219,000) respectively carried forward available for set-off against

future taxable profit.

40. Earnings per Share

(a) Basic earnings per share

The earnings per share has been calculated based on the consolidated profit for the financial year attributable

to the equity holders of the parent of RM21,498,748 (2007: RM5,603,204) and the weighted average number

of ordinary shares in issue during the financial year of 385,194,578 (2007: 384,418,409).

(b) Fully diluted earnings per share

Fully diluted earnings per share has been calculated based on the adjusted consolidated profit for the financial

year attributable to the equity holders of the parent of RM21,529,308 (2007: RM5,624,944) and the adjusted

weighted average number of ordinary shares issued and issuable of 385,535,578 (2007: 385,779,174) shares.



40. Earnings per Share

(b) Fully diluted earnings per share

Group2008 2007RM RM

Profit for the financial year attributable to the

equity holders of the parent 21,498,748 5,603,204

Adjusted for :

Interest savings on ICULS 30,560 21,740

21,529,308 5,624,944

Weighted number of ordinary shares in issue 385,194,578 384,418,409

Adjusted for :

Assumed conversion of ICULS 341,000 1,360,765

Assumed exercise of ESOS at no consideration * *

385,535,578 385,779,174

* The number of shares under ESOS was not taken into account in the computation of diluted earnings per

share because the effect on the basic earnings per share is antidilutive.

41. Employee Share Option Scheme (“ESOS”)

The LBS Bina Group Berhad Employee Share Option Scheme (“ESOS”) was approved by shareholders at the

Extraordinary General Meeting (“EGM”) on 24 June 2002 and became effective on 16 September 2002 for a period

of 5 years, and shall lapse on 15 September 2007. Pursuant to the Board’s approval on 28 May 2007, the tenure

of the ESOS has been extended for a further 5 years, expiring on 15 September 2012.

The ESOS Bye-Laws were amended and approved by the shareholders at the EGM on 29 June 2005 to include

the participation of Non-Executive Directors of the Company and to increase the maximum number of new ordinary

shares available under the ESOS from ten per cent (10%) to fifteen per cent (15%) of the total issued and paid-up

capital of the Company.

The salient features of the ESOS are as follows:

(a) Eligible employees include Directors of the Company and confirmed full time employees of the Company and

its eligible subsidiary companies, whom have served for at least one year of full continuous service in the

Group.

(b) The maximum number of new ordinary shares which may be available under the ESOS shall not exceed 15%

of the total issued and paid-up share capital of the Company at the point in time during the tenure of the ESOS.

(c) The ESOS shall be in force for a period of ten years.



41. Employee Share Option Scheme (“ESOS”) (cont’d)

(d) The option is personal to the grantee and is non-assignable.

(e) The option price shall be determined at a discount of not more than 10% from the weighted average market

price of the Company’s ordinary shares of RM1.00 each for five (5) market days preceding the date of offer, or

the par value of the shares, whichever is higher.

(f) The options granted may be exercised in full or in lesser number of ordinary shares provided that the number

shall be in multiples of 100 shares.

(g) The options granted may be exercised, subject to the maximum limit of options exercisable in each particular

year, at any time within a period of five years from the date of offer of the option or such period as may be

specifically stated in the offer upon giving notice in writing.

(h) The persons to whom the options have been granted shall not participate in more than one employee share

option scheme implemented by any company within the Group.

Movements in the number of share options outstanding and their related weighted average exercise prices

(“WAEP”) are as follows:

Number of share optionsExercisable

At At at1 January Granted Forfeited Exercised 31 December 31 December

RM RM RM RM RM RM

2008First Grant 10,984,000 - (1,025,500) - 9,958,500 9,958,500

Second Grant 73,500 - (5,000) - 68,500 68,500

Third Grant 696,000 - (47,500) - 648,500 648,500

Fourth Grant 345,000 - (68,500) - 276,500 276,500

Fifth Grant 963,000 - (133,500) - 829,500 829,500

Sixth Grant 1,750,000 - (508,000) - 1,242,000 1,242,000

Special Grant 3,481,000 - (132,500) - 3,348,500 3,348,500

Seventh Grant 376,000 - (133,500) - 242,500 242,500

Eighth Grant 2,692,500 - (204,000) - 2,488,500 2,488,500

Ninth Grant 3,715,500 - (271,500) - 3,444,000 3,444,000

Tenth Grant 810,500 - (100,000) - 710,500 710,500

Eleventh Grant 1,263,500 - (456,500) - 807,000 807,000

Twelfth Grant - 807,000 (118,000) - 689,000 689,000

Thirteenth Grant - 1,042,000 (172,000) - 870,000 870,000

27,150,500 1,849,000 (3,376,000) - 25,623,500 25,623,500

WAEP 1.01 1.00 1.01 - 0.98 0.98




Number of share optionsExercisable

At At at1 January Granted Forfeited Exercised 31 December 31 December

RM RM RM RM RM RM

2007First Grant 11,095,000 - (111,000) - 10,984,000 10,984,000

Second Grant 73,500 - - - 73,500 73,500

Third Grant 835,500 - (139,500) - 696,000 696,000

Fourth Grant 422,000 - (77,000) - 345,000 345,000

Fifth Grant 1,103,500 - (140,500) - 963,000 963,000

Sixth Grant 1,943,500 - (193,500) - 1,750,000 1,750,000

Special Grant 3,536,500 - (55,500) - 3,481,000 3,481,000

Seventh Grant 563,000 - (187,000) - 376,000 376,000

Eighth Grant 2,806,500 - (114,000) - 2,692,500 2,692,500

Ninth Grant 3,913,500 - (198,000) - 3,715,500 3,715,500

Tenth Grant - 1,219,000 (408,500) - 810,500 810,500

Eleventh Grant - 1,458,500 (195,000) - 1,263,500 1,263,500

Total 26,292,500 2,677,500 (1,819,500) - 27,150,500 27,150,500

WAEP 1.01 1.00 1.03 - 1.01 1.01

Details of share options outstanding at end of the financial year are as follows:

Exercise ExerciseShare Options prices periods

RM

2008First Grant 1.00 10.6.2003 - 15.9.2012

Second Grant 1.00 30.6.2003 - 15.9.2012

Third Grant 1.23 31.12.2003 - 15.9.2012

Fourth Grant 1.29 30.6.2004 - 15.9.2012

Fifth Grant 1.06 31.12.2004 - 15.9.2012

Sixth Grant 1.00 30.6.2005 - 15.9.2012

Special Grant 1.00 1.8.2005 - 15.9.2012

Seventh Grant 1.00 31.12.2005 - 15.9.2012

Eighth Grant 1.00 30.6.2006 - 15.9.2012

Ninth Grant 1.00 31.12.2006 - 15.9.2012

Tenth Grant 1.00 30.6.2007 - 15.9.2012

Eleventh Grant 1.00 31.12.2007 - 15.9.2012

Twelfth Grant 1.00 30.6.2008 - 15.9.2012

Thirteenth Grant 1.00 31.12.2008 - 15.9.2012




Exercise ExerciseShare Options prices periods

RM

2007First Grant 1.00 10.6.2003 - 15.9.2012

Second Grant 1.00 30.6.2003 - 15.9.2012

Third Grant 1.23 31.12.2003 - 15.9.2012

Fourth Grant 1.29 30.6.2004 - 15.9.2012

Fifth Grant 1.06 31.12.2004 - 15.9.2012

Sixth Grant 1.00 30.6.2005 - 15.9.2012

Special Grant 1.00 1.8.2005 - 15.9.2012

Seventh Grant 1.00 31.12.2005 - 15.9.2012

Eighth Grant 1.00 30.6.2006 - 15.9.2012

Ninth Grant 1.00 31.12.2006 - 15.9.2012

Tenth Grant 1.00 30.6.2007 - 15.9.2012

Eleventh Grant 1.00 31.12.2007 - 15.9.2012

The fair value of share options granted during the year was estimated by the management using Black-Scholes-

Merton model, taking into account the terms and conditions upon which the options were granted. The fair value

of share options measured at grant date and the assumptions are as follows:

2008 2007

Fair value of share options at the following grant dates (RM)

30 June 2005 0.113 0.122

1 August 2005 0.110 0.118

31 December 2005 0.024 0.026

30 June 2006 0.055 0.059

31 December 2006 0.040 0.043

30 June 2007 0.126 0.134

31 December 2007 0.046 0.049

30 June 2008 0.008 -

31 December 2008 0.001 -

Weighted average share price (RM) 0.56 0.64

Weighted average exercise price (RM) 0.98 1.01

Expected volatility (%) 38.00 38.00

Expected option life (years) 5.65 6.13

Risk-free interest rate, p.a. (%) 3.36 3.36

Expected dividend yield (%) 6.50 6.50




The expected life of the share options is based on historical data and is not necessarily indicative of exercise

patterns that may occur in the future. The expected volatility is based on the historical volatility, adjusted for

unusual or extraordinary volatility arising from certain economic or business occurrences which is not reflective of

its long term average level. While the expected volatility is assumed to be indicative of future trends, it may not

necessarily be the actual outcome. No other features of the option grant were incorporated into the measurement

of fair value.

Executive Directors of the Group and of the Company and other members of key management have been granted

the following number of options under the ESOS:

Group2008 2007RM RM

At 1 January 12,325,000 12,125,000

Granted and accepted 450,000 200,000

At 31 December 12,775,000 12,325,000

The share options were granted on the same terms and conditions as those offered to other employees of the

Group.

42. Staff Costs

Group2008 2007

Note RM RM

Staff costs (excluding Directors) comprise:

- charged to income statement 6,827,560 7,374,338

- capitalised in property development costs 5 1,413,561 2,106,395

Total staff costs for the financial year 8,241,121 9,480,733

Included in the total staff costs above are contributions made to the Employees Provident Fund under a defined

contribution plan for the Group and the Company amounting to RM600,360 and Nil (2007 : RM803,652 and Nil)

respectively.



43. Related Party Disclosures

(a) In addition to the transactions detailed elsewhere in the financial statements, the Group and the Company had

the following transactions with related parties during the financial year:

2008 2007Note RM RM

GroupOther related parties:

Sale of construction materials (i) - 83,719

Contractor fee paid/payable (i) 12,619,413 3,807,922

Rental received/receivable (i) 3,600 -

Rental paid/payable (ii) 54,000 52,700

Provision of services as advocates and solicitors (iii) 477,834 697,750

Development costs paid/payable (iv) - 30,000,000

CompanySubsidiary companies:

Management fee received/receivable 120,000 120,000

Dividend income received/receivable 1,150,000 9,600,000

Settlement of liabilities on behalf of

subsidiary companies 3,277,247 4,125,107

Settlement of liabilities by the Company

on behalf of subsidiary companies 1,679,390 -

These transactions have been entered into in the normal course of business and have been established on

terms and conditions that are not materially different from those obtainable in transactions with unrelated

parties.

The nature and relationship between the Group and the related parties are as follows:

(i) Companies in which the brothers of a Director of the Company have financial interest.

(ii) Persons connected to certain Directors of the Company.

(iii) Firms in which a son of a Director is one of the partners of the firm and a Director of a subsidiary company

is the partner of the firm.

(iv) Company in which sons-in-law of an independent Non-Executive Director of the Company have

substantial financial interest.

(b) Information regarding outstanding balances arising from related party transactions as at 31 December 2008 is

disclosed in Notes 10, 15, 17, 18, 30 and 31 to the financial statements.



43. Related Party Disclosures (cont’d)

(c) Information regarding compensation of key management personnel is as follows:


Short-term employee benefits 4,189,648 5,611,071 - -

Share based payments 24,761 14,606 24,761 14,606

Key management personnel include personnel having authority and responsibility for planning, directing and

controlling the activities of the entity, including any Director of the Company.

44. Segment Information

Segment information is primarily presented in respect of the Group’s business segment which is based on the

Group’s management and internal reporting structure.

Segment revenue, results, assets and liabilities include items directly attributable to a segment and those where a

reasonable basis of allocation exists. Unallocated items mainly comprise interest-earning assets and revenue,

interest-bearing borrowings and expenses, and corporate assets and expenses.

Segment capital expenditure is the total cost incurred during the financial year to acquire segment assets that are

expected to be used during more than one year.

The accounting policies of the segments are consistent with the accounting policies of the Group.

(a) Business segments

The main business segments of the Group comprise the following:

Property Development Development of residential and commercial properties.

Management and Investment Investment holding and provision of management services.

Trading Trading in building material.

Construction Building, project planning cum implementation contractor.

Golf courses and club house Golf club development and management.

Other business segments include selling of membership cards covering personal insurance and insurance

agent, none of which are of a sufficient size to be reported separately.



44. Segment Information (cont’d)

GolfManagement Courses

Property and and ClubDevelopment Investment Trading Construction House Others Total


2008

RevenueSales 222,420,332 11,660,047 8,922,730 35,193,681 12,606,629 211,001 291,014,420

Less : Inter-segment

sales - (10,045,619) - (19,714,710) - - (29,760,329)

222,420,332 1,614,428 8,922,730 15,478,971 12,606,629 211,001 261,254,091

ResultsSegment results (87,085,308) 8,408,837 59,593 (1,431,961) * (3,762,003) (34,913) (83,845,755)


sales 21,968,058 (120,000) - (21,848,058) - - -

(65,117,250) 8,288,837 59,593 (23,280,019) (3,762,003) (34,913) (83,845,755)

Unallocated income 3,381,729

Reserve on

consolidation - 106,017,230 - - - - 106,017,230

109,398,959

Profit from operations 25,553,204

Finance costs (15,257,008)

Share of loss in

associated

companies (1,885)

Profit before taxation 10,294,311

Taxation 12,560,478

Profit after taxation 22,854,789

Minority interest (1,356,041)

Net profit for the

financial year 21,498,748

* Segment results is derived after charging depreciation of property, plant and equipment and amortisation of prepaid lease

payment amounting to RM4,755,800 and RM2,211,500 respectively.




GolfManagement Courses

Property and and ClubDevelopment Investment Trading Construction House Others Total


2008

AssetsSegment assets 824,170,921 208,928,200 1,854,460 9,779,374 146,099,987 232,289 1,191,065,231

Investment in

associated

companies 2,463,724 - - - - - 2,463,724

Unallocated assets 108,419,979

Total assets 1,301,948,934

LiabilitiesSegment liabilities 315,923,365 8,789,202 1,451,966 12,567,891 9,109,887 294,518 348,136,829

Unallocated liabilities 408,883,706

Total liabilities 757,020,535

Other informationCapital expenditure 464,536 - - 719,031 301,127 - 1,484,694

Depreciation and

amortisation 1,223,950 7,245 - 397,282 6,967,312 2,810 8,598,599

Significant non-cash

expenses other than

depreciation and

amortisation 9,964,134 1,122,268 - 3,284,836 - 12,738 14,383,976

Significant non-cash

income 53,872 582,913 - 22,765 - 2,180 661,730




ManagementProperty and

Development Investment Trading Others TotalRM RM RM RM RM

2007

RevenueSales 272,514,719 28,239,288 3,499,307 9,383,047 313,636,361


sales - (28,020,000) - (4,317,953) (32,337,953)

272,514,719 219,288 3,499,307 5,065,094 281,298,408

ResultsSegment results 34,872,200 (6,476,857) 132,269 (5,748,025) 22,779,587

Unallocated income 3,837,311

Finance costs (12,921,222)

Share of profit in

associated companies 83,971 - - - 83,971

Profit before taxation 13,779,647

Taxation (4,390,412)

Profit for the financial year 9,389,235

AssetsSegment assets 1,119,610,620 80,314,113 2,161,228 11,514,263 1,213,600,224

Associated companies 2,465,609 - - - 2,465,609

Unallocated assets 72,743,215

Total assets 1,288,809,048

LiabilitiesSegment liabilities 391,131,814 13,142,355 461,268 9,744,120 414,479,557

Unallocated liabilities 445,929,784

Total liabilities 860,409,341

Other informationCapital expenditure 8,062,494 8,786 - 689,053 8,760,333

Depreciation and amortisation 1,460,427 10,845 - 255,642 1,726,914

Impairment of goodwill

arising on consolidation 886,880 - - - 886,880

Significant non-cash expenses

other than depreciation and

amortisation 2,483,539 5,854,202 - 814,688 9,152,429




All the inter-segment transactions were carried out on normal commercial basis and in the ordinary course

of business.

(b) Geographical segments

In determining the geographical segments of the Group, segment revenue is based on the geographical

location of customers. Segment assets and segment capital expenditure are based on geographical location

of assets.

(i) Revenue by geographical market

2008 2007RM RM

Malaysia 247,033,034 281,127,120

Hong Kong - 171,288

The People’s Republic of China 12,606,629 -

Other countries 1,614,428 -

261,254,091 281,298,408

(ii) Segment assets and additions to capital expenditure by geographical location of assets.

Additions toSegment assets capital expenditure

2008 2007 2008 2007RM RM RM RM

Malaysia 836,775,686 1,134,644,072 1,183,567 8,838,405

Hong Kong 207,479,756 67,076,931 - -

The People’s Republic of China 146,099,987 10,846,214 301,127 8,786

Other countries 709,802 1,033,007 - -

1,191,065,231 1,213,600,224 1,484,694 8,847,191



45. Contingent Liabilities


Corporate guarantees given to

licensed banks for credit facilities

granted to subsidiary companies

- Limit of guarantees - - - 481,067,000

- Amount utilised - - 160,489,530 191,281,000

Corporate guarantees given to

the suppliers of goods for

credit terms granted to

subsidiary companies 5,400,000 4,700,000 - 4,700,000

Banker’s guarantees in favour

of the local authorities for the

purpose of development projects

- Secured 14,739,151 17,729,103 - -

46. Commitments

Group2008 2007RM RM

Authorised and contracted for:

Contractual commitments for development projects 58,913,267 76,703,411

47. Financial Instruments

(a) Financial risk management objectives and policies

The Group and the Company’s financial risk management policy is to ensure that adequate financial resources

are available for the development of the Group and of the Company’s operations whilst managing its financial

risks, including foreign currency exchange risk, interest rate risk, market risk, credit risk, liquidity risk and cash

flow risk. The Group and the Company operates within clearly defined guidelines that are approved by the

Board and the Group’s policy is not to engage in speculative transactions.

(b) Foreign currency exchange risk

The Group and the Company is exposed to foreign currency risk on borrowings that are denominated in a

currency other than Ringgit Malaysia. The currencies giving rise to this risk are primarily US dollars, Hong Kong

dollars and Chinese Renminbi.



47. Financial Instruments (cont’d)

(b) Foreign currency exchange risk (cont’d)

The net unpledged financial assets and financial liabilities of the Group and the Company that are not

denominated in their functional currencies are as follows:

Financial Assets/(Liabilities) Held in Non-Functional Currency

United States Hong KongFunctional Currency Dollar Dollar Total

RM RM RM

Group2008Other receivablesRinggit Malaysia 3,417 666,112 669,529

Hong Kong Dollar 24,248,000 - 24,248,000

Cash and bank balancesRinggit Malaysia 367 - 367

Hong Kong Dollar 18,801,726 - 18,801,726

Bank borrowingsHong Kong Dollar 38,224,028 - 38,224,028

Group2007Other receivablesRinggit Malaysia 3,324 633,916 637,240

Hong Kong Dollar 36,437,500 - 36,437,500

Cash and bank balancesRinggit Malaysia 367 - 367

Chinese Renminbi 42,038,388 - 42,038,388

Hong Kong Dollar 9,431 - 9,431

Bank borrowingsHong Kong Dollar 46,102,030 - 46,102,030




(c) Interest rate risk

The Group and the Company’s income and operating cash flows are substantially independent of changes in

market interest rates. Interest rate exposure arises from the Group and the Company’s borrowings and

deposits. The Group and the Company does not hedge the interest rate risk.

(d) Credit risk

The Group and the Company’s exposure to credit risk arises mainly from receivables. Receivables are

monitored on an ongoing basis via Group management reporting procedure and action will be taken for long

outstanding debts.

At balance sheet date, there was no significant concentration of credit risk. The maximum exposure to credit

risk associated with recognised financial assets is the carrying amount shown in the balance sheet.

(e) Liquidity and cash flow risk

The Group and the Company seeks to achieve a flexible and cost effective borrowing structure to ensure that

the projected net borrowing needs are covered by available committed facilities. Debt maturities are structured

in such a way to ensure that the amount of debt maturing in any one year is within the Group’s ability to repay

and refinance.

The Group and the Company also maintains a certain level of cash and cash convertible investments to meet

its working capital requirements.

(f) Fair values

(i) The carrying amounts of cash and cash equivalents, trade and other receivables, trade and other

payables and short term borrowings approximate fair value due to the relatively short term nature of these

financial instruments.

(ii) The aggregate fair values of the other financial assets and liabilities carried on the balance sheet are

as follows:

2008 2007Carrying Fair Carrying Fairamount value amount value

RM RM RM RM

GroupFinancial

assetsUnquoted investments 1,253,500 * 1,253,500 *




(f) Fair values (cont’d)

(ii) The aggregate fair values of the other financial assets and liabilities carried on the balance sheet are

as follows: (cont’d)

2008 2007Carrying Fair Carrying Fairamount value amount value

RM RM RM RM

Financialliabilities

Hire purchase payables 1,187,941 1,093,800 1,415,113 1,143,159

Bank borrowings 131,958,396 88,131,100 127,330,908 99,710,695

ICULS C - - 1,019,765 576,167

ICULS D 341,000 238,700 341,000 252,340


CompanyFinancial

liabilitiesICULS C - - 1,019,765 576,167

ICULS D 341,000 238,700 341,000 252,340


* It is not practical to estimate the fair value of the non-current unquoted investments because of the

lack of quoted market prices and the inability to estimate fair value without incurring excessive costs.

The fair value of quoted financial instruments are determined by reference to the stock exchange quoted

market bid prices at the close of the business on the balance sheet date. The long term borrowings are

estimated by discounting the expected future cash flows using the current interest rates for the liabilities

with similar risk profiles.

48. Significant Events

During the financial year, the following significant events took place for the Company and its subsidiary companies:

(a) LBS Bina Group Berhad (“the Company”)

(i) On 11 January 2008, the Company acquired additional 49 ordinary shares of USD 1.00 each in Linkway

Property Co. Ltd (“Linkway”), a company incorporated in British Virgin Islands, for a cash consideration

of USD49.00. Consequently, the Company’s shareholding in Linkway has increased from 51% to 100%.



48. Significant Events (cont’d)

(a) LBS Bina Group Berhad (“the Company”) (cont’d)

(ii) On 17 January 2008, the Company obtained approval from Securities Commission (“SC”) for the

Proposed Rights Issue of Warrants of up to RM175,037,156 new warrants in the Company on the basis

of two new warrants for every five existing ordinary shares of RM1.00 each held in the Company.

Thereafter, the Company obtained approval from its shareholders at the Extraordinary General Meeting

held on 19 March 2008 to implement the abovementioned Proposed Rights Issue of Warrants. To facilitate

the issuance of new ordinary shares pursuant to the Proposed Rights Issue of Warrants, the Company’s

authorised share capital was increased from RM500,000,000 to RM1,000,000,000, by the creation of an

additional 500,000,000 shares.

(iii) On 19 March 2008, the Company increased its authorised ordinary share capital from RM500,000,000 to

RM1,000,000,000 by creation of 500,000,000 ordinary shares of RM1.00 each at par.

(iv) On 31 December 2008, the issued and paid-up share capital of the Company was increased from

RM385,191,792 to RM386,211,557 by issuance of 1,019,765 new ordinary shares of RM1.00 each

pursuant to the conversion of ICULS C at the conversion price of RM1.00 each. All new shares issued

rank pari passu with the existing issued shares of the Company.

(b) LBS Bina Holdings Sdn. Bhd. (“LBS”)

(i) On 19 September 2008, Misi Aktif Sdn. Bhd. (“MASB”), a wholly owned subsidiary company of the LBS

has increased its paid-up share capital from 2 to 500,000 ordinary shares of RM1.00 each. LBS has

subscribed all its shareholding in MASB by way of capitalising amount owing by MASB to LBS.

(ii) On 15 April 2008, Fokus Awana Sdn. Bhd. (“FASB”), a 70% owned subsidiary of the LBS has increased

its paid-up share capital from 100 to 100,000 ordinary shares of RM1.00 each. LBS has subscribed for an

additional of 69,930 ordinary share of RM1.00 each in FASB by way of cash. FASB still remains as 70%

owned subsidiary of the Company.

(c) Dragon Hill Corporation Limited (“DHCL”)

On 2 May 2008, DHCL exercised the rights under the Option Agreement dated 8 April 2004 to acquire the

entire equity interest in Lamdeal Golf & Country Club Limited (“LGCCL”) for a consideration of USD1.00 only.

Consequently, LGCCL became a wholly-owned subsidiary of the Company. Simultaneously, DHCL and

LGCCL have mutually agreed to terminate the Management Agreement dated 8 April 2004.

(d) Saga Serata Sdn. Bhd. (“SSSB”)

On 31 July 2008, SSSB subscribed an additional 63,180 ordinary shares of RM1.00 each in HealthGuard

Medicare Sdn. Bhd. (“HMSB”) for a cash consideration of RM63,180. HMSB still remain as a 60% owned

subsidiary company of SSSB.

(e) Sinaran Restu Sdn. Bhd. (“SRSB”)

On 20 June 2008, SRSB acquired an additional 37,500 ordinary shares of RM1.00 each in Pacific Grant Sdn.

Bhd. (PGSB), a company incorporated in Malaysia, for a consideration of RM142,000. Consequently, the

Company’s shareholding in PGSB has increased from 85% to 100% and became a whollyowned subsidiary

of SRSB.



49. Subsequent Events

On 23 March 2009, the Company disposed of its 21,000 ordinary shares of RM1 each in Wirama Era Baru Sdn.

Bhd. (“WEBSB”) representing 21% equity interest to Dato’ Iskandar Michael Bin Abdullah and P-Fas Properties

Sdn. Bhd. for a total cash consideration of RM21,000. Consequently, the Company’s shareholding in WEBSB has

decreased from 51% to 30% and became an associated company of the Company.

50. Material Litigation

Claim filed by Hamzah bin Abdul Majid (“Plantiff”) on 9 December 1998 against few parties and Equal Alliance Sdn

Bhd, LBS and one of the Directors being the Third Defendant, Fourth Defendant and Fifth Defendant respectively,

in relation to a cause of action in fraud and conspiracy. The solicitors are of the opinion that the Third and Fourth

Defendants have an even chance of defending this action.

51. Comparative Information

The financial statements of the previous financial year which are presented for comparative purposes were

examined and reported on by another firm of auditors.

52. List of Subsidiary Companies

Country of EffectiveName of company incorporation interest Principal activity

2008 2007% %

Direct holdingIntellplace Holdings Limited British Virgin 100 100 Investment holding

Islands

LBS Landscape Sdn. Bhd. Malaysia 100 100 Turfing and landscape

contracting

LBS Bina Holdings Sdn. Bhd. Malaysia 100 100 Property development

and investment holding

Maju Kepunyaan Sdn. Bhd. Malaysia 100 100 Property development

Saga Serata Sdn. Bhd. Malaysia 100 100 Insurance agent

SPJ Construction Sdn. Bhd. Malaysia 60 60 Temporary cessation of

business operations

Linkway Property Co., Ltd British Virgin 100 51 Investment holding and

Islands property development



52. List of Subsidiary Companies (cont’d)


2008 2007% %

Indirect holdingSubsidiary companies of

LBS Bina Holdings Sdn. Bhd. :

Adil Restu Sdn. Bhd. Malaysia 100 100 Property development

Alunan Prestasi Sdn. Bhd. Malaysia 70 70 Property development

Azam Perspektif Sdn. Bhd. Malaysia 51 51 Property development

Angsana Abadi Sdn.Bhd. Malaysia 100 100 Property development

Bayu Cergas Sdn. Bhd. Malaysia 51 51 Dormant

Cergas Asal (M) Sdn. Bhd. Malaysia 100 100 Property development

Equal Alliance Sdn. Bhd. Malaysia 100 100 Property development

Equal Sign Sdn. Bhd. Malaysia 100 100 Property development

Focal Remedy Sdn. Bhd. Malaysia 100 100 Property development


Fokus Awana Sdn. Bhd. Malaysia 70 70 Property development

Galeri Cekap Sdn. Bhd. Malaysia 90 90 Property development

Generasi Nostalgia Sdn. Bhd. Malaysia 100 100 Property development

Generasi Simbolik Sdn.Bhd. Malaysia 71 71 Property development

Inderaloka Impian Sdn. Bhd. Malaysia 100 100 Property development

Intellview Sdn. Bhd. Malaysia 100 100 Property development and

implementation contractor

Intelstyle Sdn. Bhd. Malaysia 70 70 Property development

Jatidiri Gigih Sdn. Bhd. Malaysia 51 51 Property development

Jauhari Unggul Sdn. Bhd. Malaysia 70 70 Property development

Johan Anggun Sdn. Bhd. Malaysia 70 70 Property development





2008 2007% %


LBS Bina Holdings Sdn. Bhd. : (cont’d)

Kalimah Jaya Sdn. Bhd. Malaysia 100 100 Investment holding

Kilatlima Sdn. Bhd. Malaysia 100 100 Property development

LBS Capital Sdn. Bhd. Malaysia 100 100 Cessation of business

operations

LBS Maju Sdn. Bhd. Malaysia 100 100 Property development

LBS Properties Sdn. Bhd. Malaysia 100 100 Property management


Maju Kamabisa Sdn. Bhd. Malaysia 100 100 Property development

Mayang Jelatek Sdn. Bhd. Malaysia 51 51 Property development

MITC Sdn. Bhd. Malaysia 100 100 Building, project planning cum

implementation contractor

Misi Aktif Sdn. Bhd. Malaysia 100 100 Property development

Pelangi Homes Sdn. Bhd. Malaysia 100 100 Property development and

provision of project

consultancy services

Pembangunan Primer Sdn. Bhd. Malaysia 51 51 Dormant

Prima Utuh Sdn. Bhd. Malaysia 80 80 Property development

Prisma Kasturi Sdn. Bhd. Malaysia 100 100 Dormant

Pristine Sunrise (M) Sdn. Bhd. Malaysia 70 70 Dormant

Puncak Gama Sdn. Bhd. Malaysia 51 51 Property development

Saga Megah Sdn. Bhd. Malaysia 100 100 Trading in building materials

and general construction

Sepadan Maju Sdn. Bhd. Malaysia 55 55 Property development





2008 2007% %


LBS Bina Holdings Sdn. Bhd. : (cont’d)

Seribu Baiduri Sdn. Bhd. Malaysia 100 100 Property development

Sinaran Restu Sdn. Bhd. Malaysia 100 100 Property development


Tepukan Senja Sdn Bhd. Malaysia 100 100 Property development

Utuh Aspirasi Sdn. Bhd. Malaysia 51 51 Property development

Wirama Era Baru Sdn. Bhd. Malaysia 51 51 Dormant

Subsidiary companies of

Sinaran Restu Sdn. Bhd. :

Dolomite Sungai Siput Sdn. Bhd. Malaysia 100 100 Dormant

Kenderong Sdn. Bhd. Malaysia 100 100 Property development

Keranji Bina Sdn. Bhd. Malaysia 100 100 Property development

Lingkaran Semangat Sdn. Bhd. Malaysia 100 100 Dormant

Nilam Mewah Sdn. Bhd. Malaysia 55 55 Dormant

Pacific Grant Sdn. Bhd. Malaysia 100 85 Property development

Silibin Jaya Sdn. Bhd. Malaysia 100 100 Property development

Juaraplex Sdn. Bhd. Malaysia 100 100 Dormant

Subsidiary company of

MITC Sdn. Bhd. :

MITC Engineering Sdn. Bhd. Malaysia 51 51 Civil engineering


Intellplace Holdings Limited :

* Dragon Hill Corporation Limited Hong Kong 100 100 Investment holding





2008 2007% %

Indirect holdingSubsidiary company of

Dragon Hill Corporation Limited :

* Lamdeal Consolidated Hong Kong 100 100 Project investment

Development Limited through a subsidiary company

in The People’s Republic

of China (“PRC”)

* Lamdeal Golf & Country Hong Kong 100 - Project investment

Club Limited through a subsidiary company

in The People’s Republic

of China (“PRC”)


Lamdeal Consolidated

Development Limited:

* Zhuhai International The People’s @ @ Property development

Circuit Consolidated Republic of

Development Limited China

Subsidiary of Zhuhai International

Circuit Consolidated Development

Limited:

* Zhuhai International Circuit Hong Kong @ @ Property development

Consolidated Development (HK) and investment holding

Limited


Lamdeal Golf & Country

Club Limited :

* Zhuhai International Circuit The People’s # - Golf club development

Golf & Country Club Limited Republic of and management

China





2008 2007% %

Indirect holdingSubsidiary company of

Zhuhai International Circuit

Golf & Country Club Limited:

* Lakewood Golf & Hong Kong # - Providing handling services

Country Club (HK) Limited


Saga Serata Sdn. Bhd. :

HealthGuard Medicare Sdn. Bhd. Malaysia 60 60 Selling of membership cards

covering personal insurance


Kalimah Jaya Sdn. Bhd. :

Utuh Sejagat Sdn. Bhd. Malaysia 51 51 Property development

* Subsidiary companies not audited by UHY Diong.

@ A subsidiary company of the Company, Lamdeal Consolidated Development Limited (“LCDL”), entered into a

joint venture agreement on 28 September 1992 with a partner in the PRC to establish a co-operative joint

venture, Zhuhai International Circuit Consolidated Development Limited (“Zhuhai Development”), for the

development of properties. Zhuhai Development was established on 8 June 1994, for duration of 50 years and

has a registered capital of US$11.6 million. The subsidiary company is entitled to a 60% profit share in

Zhuhai Development.

LCDL is required to contribute the registered capital of the above joint ventures while the PRC joint venture

partner is required to provide the land use rights to the joint ventures. Upon termination or expiry of these joint

ventures, all property, plant and equipment of the joint ventures will belong to the PRC joint venture partners

while the net current assets will be shared between the joint venture partners in accordance with their profit

sharing ratio.

# A subsidiary company of the Company, Lamdeal Golf & Country Club Limited (“LGCCL”) entered into a joint

venture agreement on 28 August 1992 with a partner in PRC to establish a co-operative joint venture, Zhuhai

International Circuit Golf & Country Club Limited (“Zhuhai Golf”), for the development of a golf in Zhuhai.

Zhuhai Golf was established on 23 August 1993 for a duration of 50 years and has a registered capital of

US$8,800,000. LGCCL is entitled to a 60% profit share in Zhuhai Golf.

LGCCL is required to inject all the registered capital of the above joint venture while the PRC joint venture

partner is required to contribute the land use rights to the joint venture. Upon termination or expiry of the above

joint venture, all fixed assets of the joint venture will be belong to the PRC joint venture partner while the net

current assets will be shared between the joint venture partner in accordance with their profit sharing ratio.


notes to the financial statements

53. List of Associated Companies


2008 2007% %

Casa Inspirasi Sdn. Bhd. Malaysia 30 30 Dormant

Dataran Enigma Sdn Bhd. Malaysia 30 30 Property development

Seloka Kualiti Sdn. Bhd. Malaysia 30 30 Property development

Sambungan Aktif Sdn. Bhd. Malaysia 30 30 Dormant

* Usaha Semarak Sdn. Bhd. Malaysia 35 35 Property development

* Associated company not audited by UHY Diong.

54. Date of Authorisation for Issue

The financial statements of the Group and of the Company for the financial year ended 31 December 2008 were

authorised for issue in accordance with a resolution of the Board of Directors on 30 April 2009.



Remaining Land LastRegistered/ Description Property/ Tenure / Net Book Area/ Built-up Valuation/Beneficial *Existing or Expiry Date Value/ Cost Area Date ofOwner Location Proposed Usage of Lease RM'000 Sq Ft/ acres Acquisition

InvestmentProperties

LBS Bina Plaza Seri Setia, 2 units of office blocks at Leasehold 99 1,141 Ranging from 16.04.2008Holdings Sdn Petaling Jaya, Plaza Seri Setia, Sg Way, years expiring 2,903 Sq FtBhd (LBS) Selangor. Selangor on 03.05.2091 to 3,654 Sq Ft

*2 units rented out

Plaza Seri Setia, 8 units of office lots at Plaza Leasehold 99 2,266 Ranging from 18.06.2004Petaling Jaya, Seri Setia, Petaling Jaya, years expiring 1,163 Sq Ft toSelangor. Selangor on 03.05.2091 1,442 Sq Ft

*6 units rented out, 2 unitsfor rent

Taman Bukit 2 units of Vista Impiana Leasehold 99 131 Ranging from 29.12.2006Serdang, Selangor. Apartment at Taman Bukit years expiring 465 Sq Ft to

Serdang on 28.05.2102 830 Sq Ft

*2 units rented out

Taman Bukit 9 units of Vista Impiana Leasehold 99 739 Ranging from 17.01.2007Serdang, Apartment at Taman Bukit years expiring 465 Sq Ft toSelangor. Serdang on 28.05.2102 830 Sq Ft

*9 units rented out

LBS Properties Taman Pinggiran 2 units of shop lots at Putra Leasehold 99 274 1,073 Sq Ft 28.04.2003Sdn Bhd Putra Seri Ria Shop Apartment, Taman years expiring 1,017 Sq Ft 28.04.2003

Kembangan, Pinggiran Putra on 18.08.2099Selangor.

Jelapang Maju 1 unit of 1 _ 1/2 storey Semi- Leasehold 99 131 4000 Sq Ft 12.07.2000Industrial Park, Detached factory at Jelapang years expiringIpoh Maju Industrial Park. on 18.08.2094

Lot No.329

* For rental

MITC Sdn Bhd Plaza Seri Setia, 2 unis of shop lots at Plaza Leasehold 99 1,162.5 Sq Ft 12.07.2000Petaling Jaya, Seri Setia, Petaling Jaya, years expiring 1,162.5 Sq FtSelangor. Selangor on 03.05.2091

* Rented out

Equal Sign Sdn M-912, Phase 5, 1 units of Apartment Freehold 160 836 Sq Ft 04.02.2007Bhd Block MN, 115 at Port Dickson

Apartment, Batu5, Jalan Pantai,Port Dickson, * For rental Negeri Sembilan.

List Of Properties


list of properties


Remaining Land LastRegistered/ Description Property/ Tenure / Net Book Area/ Built-up Valuation/Beneficial *Existing or Expiry Date Value/ Cost Area Date ofOwner Location Proposed Usage of Lease RM'000 Sq Ft/ acres Acquisition

Land forDevelopment

Cergas Asal Portion of Lot Development land - Leasehold 21,400 36.80 acres 19.09.2004Sdn Bhd 353, Mukim of future development. 99 years

Tanah Rata, District expiring onof Cameron * Proposed mixed development 10.4.2104Highlands, Pahang (Taman Golden Hill)Darul Makmur.

Sinaran Restu Portion of Lot Development land - Leasehold 1,163 6.57 acres 12.07.2000Sdn Bhd 65524 & 47965, future development. 99 years

Mukim of Hulu expiring Kinta, District of * Proposed industrial ranging from Kinta, Perak Darul development (Jelapang 29.03.2092 toRidzuan. Maju Light Industrial Park) 18.08.2094

Portion of Lot Development land - current Leasehold 641 49.18 acres 10.05.200365524, 47965, development. 99 years expiring79126 and 30029, ranging fromMukim of Hulu Kinta, *Mixed development (Puncak 04.03.2101 toDistrict of Kinta, Jelapang Maju-Package B) 20.04.2102Perak Darul Ridzuan.

Silibin Jaya Portion of Lot Development land - current Leasehold 2,386 34.94 acres 30.05.2002Sdn Bhd 47966 & 66102, development. Project being joint 99 years Keranji Bina Mukim of Hulu developed by Sinaran expiring on Sdn Bhd Kinta, District of Restu Sdn Bhd. 06.02.2097Kenderong Kinta, Perak Sdn Bhd Darul Ridzuan *Mixed development

(Puncak JelapangMaju-Package A)

Pacific Grant Portion of Lot 28733 * Mixed development (Puncak Leasehold 39 7.60 acres 27.07.2002Sdn Bhd Mukim of Hulu Kinta, Jelapang Maju -Package C 99 yearsNilam Mewah District of Kinta, Perak or known as Puncak Jelapang expiring on Sdn Bhd Darul Ridzuan. Indah) 04.09.2101

Development land - currentdevelopment. Project beingjoint developed by SinaranRestu Sdn Bhd.

LBS Bina No. Hakmilik 11211, Development land - future LeaseholdHoldings Sdn Lot 20407, Mukim development. 99 yearsBhd Tanjong Dua Belas (Bandar Saujana Putra expiring on

Bandar Saujana Plot G) 05.02.2094Putra. - Parcel 1H 4,225 8.45 acres 29.12.2006

- Parcel 1F 4,455 19.01 acres 26.11.2007- Parcel 2A 5,850 11.70 acres 29.12.2006

Focal Remedy Mukim Linau, Daerah Development land - future Freehold 33,814 384.07 acres 20.09.2003Sdn Bhd Batu Pahat, Negeri development.

Johor. (Bandar Putera Indah)

Johan Anggun Geran 26614, Lot Development land - current Freehold 3,581 28.65 acres 19.07.2004Sdn Bhd 3978 and EMR 2846, development

Lot 814, Kuala Langat. (Taman Saujana Jenjarom)



SHARE CAPITAL

Types of Shares : Ordinary of RM1.00 eachAuthorised Capital : RM1,000,000,000.00Issued and fully paid-up capital : RM386,211,557.00No. of Shareholders : 8,503Voting Rights : One (1) vote per shareholder on show of hands

One (1) vote per ordinary share on a poll, in the meeting of shareholders

DISTRIBUTION OF SHAREHOLDINGS

Percentage PercentageNo. of (%) of No. of (%) of

Size of Shareholdings Shareholders Shareholders Shares Held Issued Shares

1 - 99 91 1.07 3,660 0.00100 - 1,000 2,476 29.12 985,363 0.26

1,001 - 10,000 3,747 44.07 20,107,385 5.2110,001 - 100,000 1,926 22.65 64,793,837 16.78

100,001 - 19,310,576 258 3.03 176,114,437 45.6019,310,577 AND ABOVE 5 0.06 124,206,875 32.16(5% of Issued Securities)

8,503 100 386,211,557 100.00

SUBSTANTIAL SHAREHOLDERS

Direct IndirectName of Shareholders No. of Shares % No. of Shares %

Intelrich Sdn Bhd 181,619,660 47.03 - -Dato’ Lim Hock San 1,100,000 0.28 181,619,660 (1) 47.03Datuk Lim Hock Guan - - 181,619,660 (1) 47.03Dato’ Lim Hock Sing - - 181,619,660 (1) 47.03Datuk Lim Hock Seong - - 181,619,660 (1) 47.03

DIRECTORS’ INTEREST IN SHARES

Direct IndirectDirectors No. of Shares % No. of Shares %

Dato’ Seri Lim Bock Seng 350,000 0.09 2,511,400 (2) 0.65Dato’ Kamaruddin bin Abdul Ghani - - - -Dato’ Lim Hock San 1,100,000 0.28 181,709,660 (3) 47.05Datuk Lim Hock Guan - - 181,624,660 (3) 47.03Dato’ Lim Hock Sing - - 181,756,660 (3) 47.06Datuk Lim Hock Seong - - 181,971,160 (3) 47.12Chia Lok Yuen 105,000 0.03 - -Tan Sri Dato’ Seri (Dr) Haji Abu Hassan bin Haji Omar - - 673,000 (2) 0.17Maj Jen (B) Dato’ Mohamed Isa bin Che Kak 14,084 ^ - -Dato’ Wong Woon Yow 50,000 0.01 - -Mohd Fazil bin Shafie 2,000,000 0.52 - -Kong Sau Kian - - - -

Analysis Of Shareholdings/Irredeemable Convertible Unsecured Loan Stockholdings/Warrants Holdings

as at 30 April 2009

analysis of shareholdings/irredeemable convertible unsecured loan stockholdings/warrants holdings (cont’d)

as at 30 April 2009

Note:

^ Less than 0.01%.(1) Deemed interested by virtue of their substantial shareholdings in Intelrich Sdn Bhd pursuant to Section 6A of the

Companies Act, 1965 (“the Act”).(2) Shares held by virtue of Section 134(12)(c) of the Act.(3) Deemed interested by virtue of his shareholdings in Intelrich Sdn Bhd pursuant to Section 6A of the Act and by

virtue of Section 134(12)(c) of the Act.

LIST OF THE THIRTY (30) LARGEST SHAREHOLDERS(WITHOUT AGGREGATING SECURITIES FROM DIFFERENT SECURITIES ACCOUNTS BELONGING TO THESAME PERSON)

HOLDER NAME SHARES HELD PERCENTAGE (%)

1 MIDF AMANAH INVESTMENT NOMINEES 27,185,253 7.04

(TEMPATAN) SDN BHD

QUALIFIER:PLEDGED SECURITIES ACCOUNT

FOR INTELRICH SDN BHD (MGN-ISB0002M)

2 INTELRICH SDN BHD 26,605,222 6.89

3 AMSEC NOMINEES (TEMPATAN) SDN BHD 25,800,000 6.68

QUALIFIER:AMBANK (M) BERHAD

FOR INTELRICH SDN BHD

4 EB NOMINEES (TEMPATAN) SENDIRIAN BERHAD 23,220,000 6.01


FOR INTELRICH SDN BHD (SST)

5 MAYBAN SECURITIES NOMINEES (TEMPATAN) SDN BHD 21,396,400 5.54


FOR INTELRICH SDN BHD (REM 622-MARGIN)

6 KENANGA NOMINEES (TEMPATAN) SDN BHD 14,162,785 3.67


FOR INTELRICH SDN BHD

7 PUBLIC NOMINEES (TEMPATAN) SDN BHD 11,500,000 2.98


FOR INTELRICH SDN BHD (SSA)

8 MAYBAN NOMINEES (TEMPATAN) SDN BHD 9,730,000 2.52


FOR INTELRICH SDN BHD (51401138105A)

9 CIMB GROUP NOMINEES (TEMPATAN) SDN BHD 5,800,000 1.50


FOR INTELRICH SDN BHD (49519SFIN)

10 TAI TET CHUAN 5,753,272 1.49




11 RHB NOMINEES (TEMPATAN) SDN BHD 5,425,900 1.40


FOR LEE KWONG JOO

12 ABB NOMINEE (TEMPATAN) SDN BHD 4,900,000 1.27


FOR INTELRICH SDN BHD (SEA PARK)

13 RHB NOMINEES (TEMPATAN) SDN BHD 4,460,100 1.15


FOR TAN HONG LAI









FOR PANG SHEE PAK (REM 622-MARGIN)

17 OSK NOMINEES (ASING) SDN BERHAD 3,694,100 0.96

QUALIFIER:EXEMPT AN (BP) FOR OSK SECURITIES

HONG KONG LIMITED A/C CLIENTS (RETAIL)

18 CITIGROUP NOMINEES (ASING) SDN BHD 3,675,900 0.95

QUALIFIER:JP MORGAN CLR CORP FOR THIRD

AVENUE REAL ESTATE OPPORTUNITIES FUND LP




20 CITIGROUP NOMINEES (TEMPATAN) SDN BHD 2,562,400 0.66


FOR BEH HANG KONG (474099)

21 AMSEC NOMINEES (TEMPATAN) SDN BHD 2,311,300 0.60


FOR BEH HANG KONG



FOR LIM GIM LEONG (E-KLC)

23 CIMSEC NOMINEES (TEMPATAN) SDN BHD 2,008,500 0.52

QUALIFIER:DANAHARTA MANAGERS SDN BHD


as at 30 April 2009


as at 30 April 2009




FOR MOHD FAZIL BIN SHAFIE (REM 444)

25 AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD 1,970,000 0.51

QUALIFIER:DANA JOHOR


QUALIFIER:PENGURUSAN DANAHARTA NASIONAL BERHAD

27 LIM THIAM CHYE 1,666,000 0.43

28 CITIGROUP NOMINEES (ASING) SDN BHD 1,607,000 0.42

QUALIFIER:CBNY FOR DFA EMERGING MARKETS FUND

29 HSBC NOMINEES (TEMPATAN) SDN BHD 1,500,000 0.39

QUALIFIER:HSBC (MALAYSIA) TRUSTEE BERHAD

FOR AMANAH SAHAM SARAWAK


QUALIFIER:CIMB BANK FOR KOK CHEE KHUNG (MY0046)

229,415,732 59.40

ICULS D

Type of Securities : 5 year 4% Irredeemable Convertible Unsecured Loan Stocks 2004/2009 (“ICULS D”)

No. of ICULS D Issued : RM341,000 nominal value

No. of ICULS D Holders : 103

Voting Rights : One (1) vote for every ICULS D Holders on a show of hands

One (1) vote for every RM1.00 nominal value of ICULS D on a poll, in the meeting of

ICULS D Holders

DISTRIBUTION OF ICULS D HOLDINGS

Percentage NominalNo. of (%) of Value of Percentage

ICULS D ICULS D ICULS D Held (%) of IssuedSize of ICULS D Holdings Holders Holders (RM) ICULS D

1 - 99 1 0.97 76 0.02

100 - 1,000 83 80.58 77,290 22.67

1,001 - 10,000 14 13.59 69,685 20.44

10,001 - 100,000 4 3.88 83,398 24.46

100,001 - 17,049 0 0.00 0 0.00

17,050 AND ABOVE 1 0.97 110,551 32.42

(5% of Issued Securities)

103 100.00 341,000 100.00



DIRECTORS’ INTEREST IN ICULS D

Nominal Value of ICULS D (RM)Directors Direct % Indirect %

Dato’ Seri Lim Bock Seng - - 9,000 (1) 2.64

Dato’ Kamaruddin bin Abdul Ghani - - - -

Dato’ Lim Hock San - - - -

Datuk Lim Hock Guan - - - -

Dato’ Lim Hock Sing - - 1,000 (1) 0.29

Datuk Lim Hock Seong - - 1,000 (1) 0.29

Chia Lok Yuen - - - -

Tan Sri Dato’ Seri (Dr) Haji Abu Hassan bin Haji Omar - - - -

Maj Jen (B) Dato’ Mohamed Isa bin Che Kak - - - -

Dato’ Wong Woon Yow - - - -

Mohd Fazil bin Shafie - - - -

Kong Sau Kian - - - -

Note:

(1) ICULS D held by virtue of Section 134(12)(c) of the Act.

LIST OF THE THIRTY (30) LARGEST ICULS D HOLDERS(WITHOUT AGGREGATING SECURITIES FROM DIFFERENT SECURITIES ACCOUNTS BELONGING TO THESAME PERSON)

HOLDER NAME ICULS D HELD PERCENTAGE (%)

1 TAI TET CHUAN 110,551 32.42

2 HLG NOMINEE (TEMPATAN) SDN BHD 27,000 7.92


FOR CHUA ENG KIAT (CCTS)

3 LIM LIP MENG 20,000 5.87

4 AMTRUSTEE BERHAD 17,000 4.99

5 KASINATHAN A/L TULASI 11,000 3.23

6 SIM CHIN THIAM 10,000 2.93

7 AMSEC NOMINEES (TEMPATAN) SDN BHD 10,000 2.93


FOR BEH HANG KONG

8 INDAR KAUR A/P DAN SINGH 9,000 2.64

9 KOK CHEE KHUNG 8,000 2.35

10 AMTRUSTEE BERHAD 7,924 2.32


as at 30 April 2009


as at 30 April 2009

HOLDER NAME ICULS D HELD PERCENTAGE (%)

11 NG PENG KIM 7,000 2.05

12 LIM THIAM CHYE 6,000 1.76

13 LIEW BOON 5,000 1.47

14 LEE CHING CHING 3,000 0.88

15 WOO SOW YIN 2,000 0.59

16 WONG MEE NGAN 2,000 0.59

17 PERDANA INDUSTRI HOLDINGS BERHAD 2,000 0.59

18 LIM MOOI KUI 2,000 0.59

19 KHOO CHOON YEONG 2,000 0.59

20 TCB COMMERCIAL SDN BHD 1,685 0.49

21 ZAINUDIN B SUUT 1,000 0.29

22 YONG SAN 1,000 0.29

23 YEOW CHOO YEANG 1,000 0.29

24 YAW CHIN WAI 1,000 0.29

25 YAP PEI FOON 1,000 0.29

26 WONG WENG FOO 1,000 0.29

27 WONG POH LEAN 1,000 0.29

28 WONG KAH YEEN 1,000 0.29

29 WONG HORNG WOEI 1,000 0.29

30 TOH YAN NEW @ TOH AH YONG 1,000 0.29

273,160 80.11



WARRANTS

Type of Securities : Warrants 2008/2018

No. of Warrants Issued : RM154,076,578

No. of Warrants Holders : 1,566

Voting Rights : One (1) vote per Warrants 2008/2018 holder on a show of hands

: One (1) vote per Warrants 2008/2018 on poll, in the meeting of Warrants 2008/2018

holders

DISTRIBUTION OF WARRANTS 2008/2018 HOLDINGS

No. of Percentage No. ofWarrants (%) of Warrants Warrants2008/2018 2008/2018 2008/2018 Percentage

Size of Warrants 2008/2018 Holdings Holders Holders Held (%)

1 - 99 7 0.45 330 0.00

100 - 1,000 142 9.07 110,200 0.07

1,001 - 10,000 834 53.26 4,166,577 2.70

10,001 - 100,000 495 31.61 18,285,881 11.87

100,001 - 7,703,827 87 5.56 27,601,044 17.91

7,703,828 AND ABOVE 1 0.06 103,912,546 67.44

(5% of Issued Securities)

1,566 100.00 154,076,578 100.00

DIRECTORS’ INTEREST IN WARRANTS 2008/2018

Warrants 2008/2018Directors Direct % Indirect %

Dato’ Seri Lim Bock Seng 140,000 0.09 604,000 (1) 0.39

Dato’ Kamaruddin bin Abdul Ghani - - - -

Dato’ Lim Hock San - - 105,712,546 (2) 68.61

Datuk Lim Hock Guan - - 105,712,546 (2) 68.61

Dato’ Lim Hock Sing - - 105,767,346 (3) 68.65

Datuk Lim Hock Seong - - 105,712,546 (2) 68.61

Chia Lok Yuen 50,000 0.03 - -

Tan Sri Dato’ Seri (Dr) Haji Abu Hassan bin Haji Omar - - - -

Maj Jen (B) Dato’ Mohamed Isa bin Che Kak - - - -

Dato’ Wong Woon Yow 20,000 0.01 - -

Mohd Fazil bin Shafie - - - -

Kong Sau Kian - - - -

Note:

(1) Warrants held by virtue of Section 134(12)(c) of the Act.(2) Deemed interested by virtue of their substantial interests in Intelrich Sdn Bhd pursuant to Section 6A of the Act.(3) Deemed interested by virtue of his substantial interests in Intelrich Sdn Bhd pursuant to Section 6A of the Act and

by virtue of Section 134(12)(c) of the Act.


as at 30 April 2009


as at 30 April 2009

LIST OF THE THIRTY (30) LARGEST WARRANTS 2008/2018 HOLDERS(WITHOUT AGGREGATING SECURITIES FROM DIFFERENT SECURITIES ACCOUNTS BELONGING TO THESAME PERSON)

HOLDER NAME Warrants 2008/2018 HELD PERCENTAGE (%)

1 ABB NOMINEE (TEMPATAN) SDN BHD 103,912,546 67.44


FOR INTELRICH SDN BHD (WARRANT ACCOUNT)

2 INTELRICH SDN BHD 1,800,000 1.17

3 TEY TAKE 1,405,000 0.91

4 AFFIN NOMINEES (TEMPATAN) SDN BHD 1,198,700 0.78


FOR CHIA CHU LIAM (CHI3248M)



FOR LIM GIM LEONG (E-KLC)

6 TAY AH KOON 948,000 0.62

7 LOO HOOI KEOW 900,000 0.58

8 YAP PU BING 800,000 0.52

9 AFFIN NOMINEES (TEMPATAN) SDN BHD 793,000 0.51


FOR KUEH CHAY SENG (KUE0068M)

10 AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD 788,000 0.51

QUALIFIER:DANA JOHOR

11 OSK NOMINEES (ASING) SDN BERHAD 648,000 0.42

QUALIFIER:EXEMPT AN (BP) FOR OSK SECURITIES

HONG KONG LIMITED A/C CLIENTS (RETAIL)

12 LUM CHEE KIT 590,000 0.38

13 OOI CHIN SOON 500,000 0.32

14 RHB NOMINEES (TEMPATAN) SDN BHD 482,960 0.31


FOR YOW PENG SENG

15 TAN HONG LAI 420,000 0.27



HOLDER NAME Warrants 2008/2018 HELD PERCENTAGE (%)

16 TOK CHIN THIAM 380,000 0.25

17 TAN HONG LAI 343,860 0.22

18 WANG SIEW LING 325,000 0.21

19 LIEW BOON 320,000 0.21

20 TAN AIK JOO 300,000 0.19

21 SEE CHIN ENG 300,000 0.19

22 LIM SIN KHONG 300,000 0.19

23 LEE WEI TECK 300,000 0.19

24 LAN CHI SWEE @ LAU CHI SWEE 300,000 0.19

25 KHOR KIM HOCK 300,000 0.19

26 CHUA SOU LAN 300,000 0.19

27 LI SHAOCHUAN 296,000 0.19

28 LIEW BOON 284,000 0.18

29 MALACCA SECURITIES SDN BHD 274,200 0.18

QUALIFIER:PDT(012-P001) KWONG MING MEAN

30 SIOW KONG CHEONG @ SEOW KUAN CHONG 250,000 0.16

120,886,766 78.46

analysis of shareholdings/irredeemable convertible unsecured loan stockholdings/warrants holdings

as at 30 April 2009

Notice Of Ninth Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the Ninth Annual General Meeting of the Company will be held

at Room Kinrara 1, Kinrara Golf Club Sdn Bhd, Jalan Kinrara 6, Bandar Kinrara, 47100 Puchong,

Selangor Darul Ehsan on Thursday, 25 June 2009 at 10.00 a.m. for the following purposes :-

AGENDA

1. To receive and adopt the Audited Accounts for the financial year ended 31 December 2008

together with the Reports of the Directors and Auditors thereon.

2. To approve the payment of Directors' Fees of RM216,000.00 for the financial year ended

31 December 2008.

3. To re-elect the following directors who retire pursuant to Section 129(6) of the Companies Act,

1965:

i) Dato' Seri Lim Bock Seng

ii) Maj Jen (B) Dato' Mohamed Isa bin Che Kak

iii) Dato' Wong Woon Yow

4. To re-elect the following directors who retire in accordance with Article 100 of the Company's

Articles of Association:

i) Dato' Kamaruddin bin Abdul Ghani

ii) Dato' Lim Hock San

iii) Mr Kong Sau Kian

5. To re-appoint Messrs UHY Diong as Auditors and to authorise the Directors to fix their

remuneration.

6. As Special Business:

To consider and, if thought fit, to pass with or without any modifications, the following ordinary

resolutions :

(a) AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132D OF THECOMPANIES ACT, 1965

“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 in the Company

from time to time at such price, upon such terms and conditions, for such purposes and

to such person or persons whomsoever as the Directors may deem fit provided that the

aggregate number of shares issued in any one financial year of the Company pursuant to

this Resolution does not exceed 10% of the issued share capital of the Company for the

time being and THAT the Directors be also empowered to obtain the approval for the

listing and quotation of the additional shares so issued on the Bursa Malaysia Securities

Berhad (“Bursa Securities”) and THAT such authority shall continue in force until the

conclusion of the next Annual General Meeting of the Company.”

Resolution 1

Resolution 2

Resolution 3Resolution 4Resolution 5

Resolution 6Resolution 7Resolution 8

Resolution 9

Resolution 10



notice of ninth annual general meeting (cont’d)

(b) PROPOSED RENEWAL OF GENERAL MANDATE FOR RECURRENT RELATEDPARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INVOLVING LBGBAND ITS SUBSIDIARIES (“GROUP”) AND SYARIKAT JATI PEMBORONG AM SDNBHD

“THAT approval be and is hereby given pursuant to Chapter 10.09 of the Listing

Requirements of Bursa Securities for the Company, its subsidiaries or any one of them to

enter into the specified recurrent transactions of a revenue or trading nature with the

related parties specified as Category A stated in Section 2.2.1 of the Circular to

Shareholders dated 3 June 2009 (the “Circular”) which is necessary for its day-to-day

operations, in its ordinary course of business, made on an arm's length basis and on

normal commercial terms of the Group and on such terms which are no more favourable

to the related party than those generally available to the public and which are not

detrimental to the minority shareholders of the Company;

AND THAT the approval given in the aforesaid paragraph, unless revoked or varied by the

shareholders of the Company in its general meeting, shall continue to be in force until the

conclusion of the next Annual General Meeting of the Company, following this general

meeting at which this mandate is passed, at which time it will lapse, unless by a resolution

passed at the meeting, the authority is renewed or the expiration of the period within

which the next Annual General Meeting after the date it is required to be held pursuant to

Section 143 (1) of the Companies Act, 1965 (“Act”) (but shall not extend to such extension

as may be allowed pursuant to Section 143 (2) of the Act), whichever is earlier;

AND THAT the aggregate value of the transactions conducted pursuant to this General

Mandate during the financial year of the Company be disclosed in the annual report by

providing a breakdown of the aggregate value of the transaction, amongst others, based

on the following information:-

(a) the type of transactions made; and

(b) the names of the related parties involved in each type of transactions made and their

relationship with the Company and its subsidiaries

AND THAT the Directors of the Company be and are hereby authorised to complete and

do all such acts and things (including executing all such documents as may be required

or approved or permitted by the relevant authorities) as they may consider expedient or

necessary or in the interests of the Company to give effect to the Proposed Renewal Of

General Mandate described in the Circular and/or this Resolution.”

(c) PROPOSED RENEWAL OF GENERAL MANDATE FOR RECURRENT RELATEDPARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INVOLVING LBGBGROUP AND POWER AUTOMATION ENGINEERING SDN BHD




related parties specified as Category B stated in Section 2.2.1 of the Circular which is

necessary for its day-to-day operations, in its ordinary course of business, made on an

arm's length basis and on normal commercial terms of the Group and on such terms

which are no more favourable to the related party than those generally available to the

public and which are not detrimental to the minority shareholders of the Company;

Resolution 11








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), whichever is earlier;













(d) PROPOSED RENEWAL OF GENERAL MANDATE FOR RECURRENT RELATEDPARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INVOLVING LBGBGROUP AND DATO' SERI LIM BOCK SENG AND LIM BROTHERS




related parties specified as Category C stated in Section 2.2.1 of the Circular which is

















Resolution 12










(e) PROPOSED RENEWAL OF GENERAL MANDATE FOR RECURRENT RELATEDPARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INVOLVING LBGBGROUP AND CHIA LOK YUEN




related parties specified as Category D stated in Section 2.2.1 of the Circular which is

























Resolution 13

Resolution 14




(f) PROPOSED RENEWAL OF GENERAL MANDATE FOR RECURRENT RELATEDPARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INVOLVING LBGBGROUP AND DATO' KAMARUDDIN BIN ABDUL GHANI




related parties specified as Category E as stated in Section 2.2.1 of the Circular which is























necessary or in the interests of the Company to give effect to the Proposed Renewal of


(g) PROPOSED RENEWAL OF GENERAL MANDATE FOR RECURRENT RELATEDPARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INVOLVING LBGBGROUP AND STEVEN TAI, WONG & PARTNERS




related parties specified as Category F stated in Section 2.2.1 of the Circular which is





Resolution 15






















(h) PROPOSED RENEWAL OF GENERAL MANDATE FOR RECURRENT RELATEDPARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INVOLVING LBGBGROUP AND INTELRICH SDN BHD




related parties specified as Category G as stated in Section 2.2.1 of the Circular which is

















Resolution 16












(i) PROPOSED RENEWAL OF GENERAL MANDATE FOR RECURRENT RELATEDPARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INVOLVING LBGBGROUP AND: -

(I) (A) DATO' AMIR ARIF BIN KAMARUDIN;(B) MD ARIFFIN BIN MAHMUD; and

(II) MAGMA DESTAR (M) SDN BHD.




related parties specified as Category H as stated in Section 2.2.1 of the Circular which is

























Resolution 17

Resolution 18


(j) PROPOSED RENEWAL OF GENERAL MANDATE FOR RECURRENT RELATEDPARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INVOLVING LBGBGROUP AND:-

(I) DATO' WONG WOON YOW;(II) STEPHEN WONG YEE ONN; and(III) PAUL WONG YEE KEONG.




related parties specified as Category I as stated in Section 2.2.1 of the Circular which is























necessary or in the interests of the Company to give effect to the Proposed Renewal of


7. To consider any other business of which due notice shall have been given.

By Order of the Board,

LEE CHING CHING

PHANG AI TEE

Company Secretaries

Petaling Jaya

3 June 2009

Resolution 19



notice of ninth annual general meeting

Notes:

(1) A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may

but need not be a member of the Company and the provision of Section 149(1) (b) of the Companies Act, 1965 shall not apply to the Company.

(2) In the case of a corporate member, the instrument appointing a proxy shall be under its Common Seal or under the hand of a duly authorised officer

or attorney.

(3) Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportions of his shareholdings to be

represented by each proxy.

(4) Any alteration to the instrument appointing a proxy must be initialled. The instrument appointing a proxy must be deposited at the Company's

Registered Office at Plaza Seri Setia, Level 1-4, No. 1, Jalan SS9/2, 47300 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the

time fixed for the meeting.

Explanatory Notes on Special Business

(5) Ordinary Resolution 10

The Ordinary Resolution proposed under Resolution 10 above, if passed, will enable the Directors to issue up to 10% of the issued share capital

of the Company for the time being for such purposes as the Directors consider would be in the best interest of the Company. This authority unless

revoked or varied at a General Meeting will expire at the next Annual General Meeting.

(6) Ordinary Resolutions 11, 12, 13, 14, 15, 16, 17, 18 and 19

Ordinary Resolutions 11, 12, 13, 14, 15, 16, 17, 18 and 19 if passed, will allow the Group to enter into the recurrent related party transactions in

the ordinary course of business and the necessity to convene separate general meetings from time to time to seek shareholders' approval as and

when such recurrent related party transactions occur would not arise. This would reduce substantial administrative time, inconvenience and

expenses associated with the convening of such meetings, without compromising the corporate objectives of the Group or adversely affecting the

business opportunities available to the Group. The Shareholders' mandate is subject to renewal on an annual basis.



Statement Accompanying Notice Of Annual General Meeting Of The Company

Pursuant to Paragraph 8.28(2) of the Bursa Securities Listing Requirements appended hereunder are:

DIRECTORS STANDING FOR RE-ELECTION

The following Directors are standing for re-election at the Annual General Meeting for the year 2009 of the Company

which will be held at Room Kinrara 1, Kinrara Golf Club Sdn Bhd, Jalan Kinrara 6, Bandar Kinrara, 47100 Puchong,

Selangor Darul Ehsan on Thursday, 25 June 2009 at 10.00 a.m.:

Retiring directors pursuant to Section 129(6) of the Companies Act, 1965:

1. Dato’ Seri Lim Bock Seng

2. Maj Jen (B) Dato’ Mohamed Isa bin Che Kak

3. Dato’ Wong Woon Yow

Retiring directors pursuant to Article 100 of the Company’s Articles of Association:

1. Dato’ Kamaruddin bin Abdul Ghani

2. Dato’ Lim Hock San

3. Mr Kong Sau Kian

Details of the above individual retiring directors, their interests in the securities and attendance of Board Meeting

are stated in the Profile of Directors, Analysis of Shareholdings/Irredeemable Convertible Unsecured Loan

Stockholdings/Warrants Holdings and Corporate Governance Statement respectively in this Annual Report 2008.

This page intentionally left blank

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

of ..………………………………………………………………………………………………………………………………………

being a member/members of LBS BINA GROUP BERHAD, hereby appoint ……………………………………….…….....

………………………………………………………………………………………………………………………………...…………

of ..………………………………………………………………………………………………………………………………………

or failing him/her ..…………………………………………………………………………………………………………..………...

of ..………………………………………………………………………………………………………………………………………

or failing him/her, the Chairman of the Meeting, as my/our proxy to vote for me/us and on my/our behalf at the Ninth

Annual General Meeting of the Company to be held at Room Kinrara 1, Kinrara Golf Club Sdn Bhd, Jalan Kinrara 6,

Bandar Kinrara, 47100 Puchong, Selangor Darul Ehsan on Thursday, 25 June 2009 at 10.00 a.m. or at any adjournment

thereof.

RESOLUTIONS For AgainstOrdinary Resolution 1

Ordinary Resolution 2


















Please indicate with (X) how you wish your vote to be cast. If no specific direction as to voting is given, the proxy will

vote or abstain at his/her discretion.

Dated this ………..day of ……………… 2009

No. of Shares Held

_________________________________________________ CDS Account No.

Signature/Common Seal of Shareholder(s)

Notes:-

(1) A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy

may but need not be a member of the Company and the provision of Section 149(1) (b) of the Companies Act, 1965 shall not apply to the company.

(2) In the case of a corporate member, the instrument appointing a proxy shall be under its Common Seal or under the hand of a duly authorised officer

or attorney.

(3) Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportions of his shareholdings to be

represented by each proxy.

(4) Any alteration to the instrument appointing a proxy must be initialled. The instrument appointing a proxy must be deposited at the Company's

Registered Office at Plaza Seri Setia, Level 1-4, No.1, Jalan SS9/2, 47300 Petaling Jaya , Selangor Darul Ehsan not less than 48 hours before the

time fixed for meeting.

Form Of ProxyLBS BINA GROUP BERHAD

( 518482-H )

The Company Secretary

LBS BINA GROUP BERHAD (518482-H)

Plaza Seri Setia Level 1-4

No. 1 Jalan SS9/2

47300 Petaling Jaya


Malaysia

Fold here

STAMP

Fold here

LBS BINA GROUP BERHAD (518482-H)

Plaza Seri SetiaLevel 1-4 No. 1

Jalan SS9/247300 Petaling Jaya

Selangor Darul EhsanMalaysia

Tel 603 7877 7333Fax 603 7877 7111

www.lbs.com.my

on cover Our Home - malaysiastock.biz 51% PEMBANGUNAN PRIMER SDN BHD 51% PUNCAK GAMA SDN BHD 51%...

Documents

Transcript of on cover Our Home - malaysiastock.biz 51% PEMBANGUNAN PRIMER SDN BHD 51% PUNCAK GAMA SDN BHD 51%...