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C O N T E N T SCorporate Information 1
Corporate Structure 2
Notice Of Annual General Meeting 3
Statement Accompanying The Notice Of Annual General Meeting 4
Corporate Governance 5
Profile Of The Directors 9
Chairman’s Statement 11
Audit Committee Report 13
Statement Of Internal Control 16
Statement On Directors’ Responsibility 17
Additional Compliance Requirements 17
Financial Statements
Directors’ Report 19
Statement By Directors 22
Statutory Declaration 22
Independent Auditors’ Report 23
Balance Sheets 24
Income Statements 25
Statements Of Changes In Equity 26
Cash Flow Statements 28
Notes To The Financial Statements 30
Analysis Of Shareholdings 59
List Of Properties 61
Appendix I - Proposed Amendments To The ArticlesOf Association 62
Proxy Form
BOARD OF DIRECTORS Datuk Hj. Amil @ Amir Bin Junus (Independent Non-Executive Chairman)
Wong Liew Lin @ Liew Fat Lin (Managing Director)
Wong Mee Yow Cheen @ Liew Mee Yow Cheen (Executive Director)
Tai Shzee Yuan (Executive Director)
Liew Huat Kwang (Executive Director)
Tan Kau Ngee @ Tan Seong Tin (Independent Non-Executive Director)
Loi Kim Fah (Independent Non-Executive Director)
AUDIT COMMITTEE Loi Kim Fah (Chairman)
Datuk Hj. Amil @ Amir Bin Junus
Tan Kau Ngee @ Tan Seong Tin
NOMINATION COMMITTEE Loi Kim Fah (Chairman)
Tan Kau Ngee @ Tan Seong Tin
REMUNERATION COMMITTEE Datuk Hj. Amil @ Amir Bin Junus (Chairman)
Tan Kau Ngee @ Tan Seong Tin
EXECUTIVE COMMITTEE Wong Liew Lin @ Liew Fat Lin (Chairman)
Wong Mee Yow Cheen @ Liew Mee Yow Cheen
Tai Shzee Yuan
SECRETARIES Jauhari Bin Hassan
Lim Suat Ben (f)
REGISTERED OFFICE Ground Floor, 8, Lorong Universiti B
Section 16, 46350 Petaling Jaya
Selangor Darul Ehsan
Tel No: 03-7956 5889
Fax No: 03-7958 7889
CORPORATE OFFICE 3, Jalan Kapal
Kawasan Perindustrian Tongkang Pecah
83010 Batu Pahat
Johor Darul Takzim
REGISTRAR Bina Management (M) Sdn Bhd
Lot 10, The Highway Centre
Jalan 51/205, 46050 Petaling Jaya
Selangor Darul Ehsan
Tel No: 03-7784 3922
Fax No: 03-7784 1988
AUDITORS T H Law & Co. (AF No: 0942)
Chartered Accountants
SOLICITORS T K Lim & Co.
PRINCIPAL BANKERS OCBC Bank (Malaysia) Berhad
Malayan Banking Berhad
RHB Bank Berhad
United Overseas Bank (Malaysia) Bhd
EON Bank Berhad
STOCK EXCHANGE The Second Board of the Bursa Malaysia Securities Berhad
CORPORATE INFORMATION
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)1
YONG TAI BERHAD(311186-T)
Yong Tai Brothers Trading Sdn. Bhd. (71696-P)
Golden Vertex Sdn. Bhd. (266464-K)
The Image Outlet Sdn. Bhd. (562452-T)
Syarikat Koon Fuat Industries Sdn. Bhd. (16860-A)
Yuta Realty Sdn. Bhd. (63224-D)
Phoenix Step Sdn. Bhd. (813113-M)
100%
100%
100%
100%
100%
100%
Yong Tai Samchem Sdn. Bhd. (647458 V)60%
Yong Tai Samchem (HK) Co. Ltd. (909031)
65%
Shanghai Sino-Malaysian InternationalTrading Co. Ltd. (76559261-8)
100%
YONG TAI BERHAD (311186-T) 2
CORPORATE STRUCTURE
NOTICE IS HEREBY GIVEN that the Fourteenth Annual General Meeting of the Company will be held at 2nd Floor, 3, Jalan
Kapal, Kawasan Perindustrian Tongkang Pecah, 83010 Batu Pahat, Johor Darul Takzim on Thursday, 18 December 2008 at 2.30
p.m. to transact the following:
AGENDA
As Ordinary Business
1. To receive the Directors' Report and Audited Financial Statements for the year ended 30 June 2008
together with the Auditors' Report thereon.
2. To approve the payment of Directors' Fees amounting to RM19,000.00 in respect of the year ended 30
June 2008.
3. To re-elect the following directors who retire by rotation in accordance with Article 81 of the Company's
Articles of Association, and being eligible, offer themselves for re-election:
a. Tai Shzee Yuan
b. Liew Huat Kwang
4. To re-elect the following directors who retire by rotation in accordance with Article 86 of the Company's
Articles of Association, and being eligible, offer themselves for re-election:
a. Loi Kim Fah
b. Datuk Hj. Amil @ Amir Bin Junus
5. To re-appoint Messrs. T H Law & Co. as Auditors of the Company and to authorise the Directors to fix
their remuneration.
As Special Business
6. To consider and if thought fit, to pass the following Resolution 8 as an Ordinary Resolution:
AUTHORITY PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965 FOR THE ISSUANCE OF
NEW ORDINARY SHARES BY THE DIRECTORS
“THAT pursuant to Section 132D of the Companies Act, the Directors be and they are hereby authorised
to issue shares in the Company at any time until the conclusion of the next Annual General Meeting and
upon such terms and conditions and for such purposes as the Directors may, in their absolute
discretion, deem fit provided that the aggregate number of shares to be issued does not exceed 10 per
centum of the Issued Share Capital of the Company for the time being, subject always to the approval
of all the relevant authorities being obtained for such allotment and issue.”
7. To consider and if thought fit, to pass the following Resolution 9 as a Special Resolution:
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
“ T H AT the deletions, alterations, modifications, amendments and/or additions to the Articles of
Association of the Company as set out in Appendix I in the Annual Report 2008 of the Company be and
are hereby approved.”
8. To transact any other business for which due notice has been given.
NOTICE OF ANNUAL GENERAL MEETING
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)3
Resolution 1
Resolution 2
Resolution 3
Resolution 4
Resolution 5
Resolution 6
Resolution 7
Resolution 8
Resolution 9
Notice of Eligibility of Attendance:
FURTHER NOTICE IS HEREBY GIVEN that a depositor shall be eligible to attend this meeting only in respect of:
a. Shares transferred into the depositor's securities account before 5.00 p.m. on 10 December 2008 in respect of ordinary
shares; and
b. Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa
Malaysia Securities Berhad.
By Order of the Board
JAUHARI BIN HASSAN (LS 03681)
LIM SUAT BEN (f) (MAICSA 082022)
Company Secretaries
Selangor Darul Ehsan
25 November 2008
Notes:
1. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act,
1965 shall not apply to the Company.
2. To be valid, the proxy form duly completed, must be deposited at Ground Floor, 8, Lorong Universiti B, Section 16, 46350
Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time for holding the meeting or any
adjournment thereof.
3. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting and the provisions
of Section 149(1)(c) of the Companies Act, 1965 shall not apply.
4. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he/she specifies the
proportions of his/her holdings to be represented by each proxy.
5. If the appointor is a corporation, this form must be executed under its common seal or under the hand of an officer or
attorney duly authorised in writing, and in the case of an individual, shall be signed by the appointor or his/her attorney.
Explanatory Notes on Special Business:
a. The proposed Ordinary Resolution 8, if passed, will give the Directors of the Company, from the date of this Annual
General Meeting, authority to issue not more than 10 percent (10%) of the issued share capital of the Company. Such
issuances of shares will still be subject to the approval of the Securities Commission and Bursa Malaysia Securities
Berhad. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting.
b. The proposed Special Resolution 9, if passed, will bring the Articles of Association of the Company in line with the
amendments to the Listing Requirements of Bursa Malaysia Securities Berhad.
STATEMENT ACCOMPANYING THE NOTICE OF ANNUAL GENERAL MEETING
1. The Directors who are standing for re-election at the Annual General Meeting are as follows:
a. Tai Shzee Yuan
b. Liew Huat Kwang
c. Loi Kim Fah
d. Datuk Hj. Amil @ Amir Bin Junus
2. Details of attendance of Directors at Board Meetings held during the financial year ended 30 June 2008 are as follows:
No. of meetings attended
Datuk Haji Hashim Bin Safin @ Shafain (demised on 11 April 2008) 3/4*
Wong Liew Lin @ Liew Fat Lin 5/5
Wong Mee Yow Cheen @ Liew Mee Yow Cheen 5/5
Tai Shzee Yuan 5/5
Liew Huat Kwang 5/5
Tan Kau Ngee @ Tan Seong Tin 5/5
Loi Kim Fah (appointed on 18 December 2007) 2/2*
Note: * Reflects the number of meetings held during the tenure of the respective Directors.
3. The Fourteenth Annual General Meeting of the Company will be held at 2nd Floor, 3, Jalan Kapal, Kawasan
Perindustrian Tongkang Pecah, 83010 Batu Pahat, Johor Darul Takzim on Thursday, 18 December 2008 at 2.30 p.m.
NOTICE OF ANNUAL GENERAL MEETING
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 4
The Board of Directors of Yong Tai Berhad recognizes the importance of the principles of Malaysian Code on Corporate
Governance and is committed in ensuring that the Company and its subsidiaries practise the highest standards of corporate
governance.
DIRECTORS
The Board and Board Balance
The Board assumes the overall responsibility for corporate governance, strategic direction, financial matters and overseeing
the businesses, investments and operations of the Group. It is the ultimate body in decision making for outlining and
implementation of corporate vision, directions, objectives and policies of the Company and the Group as a whole.
The Board currently consists of seven (7) members, comprising the Managing Director, three (3) Executive Directors and three
(3) Independent Non-Executive Directors (including the Chairman). The roles of the Chairman and Managing Director are
separate to ensure balance of power and authority. The Chairman is primarily responsible for the orderly conduct and
working of the Board whilst the Managing Director is responsible for the overall operations of the business and ensuring the
implementation of strategies and policies approved by the Board. The Board complies with the Listing Requirements of Bursa
Malaysia Securities Berhad (“Bursa Securities”) that requires at least two (2) or one-third (1/3) of the Board to be independent
Directors.
All the Independent Non-Executive Directors are independent of management and free from any business or other
relationships that could materially interfere with the exercise of their independent judgement. Their role is to provide unbiased
and independent views, advice and judgement to take account of the interests, not only of the Group but also of
shareholders, employees and customers.
Board Meetings and Supply of Information
The Board meets at least four (4) times a year with additional meetings convened as and when necessary. The details of
attendance of Directors at Board Meetings held during the financial year ended 30 June 2008 are set out in the Statement
Accompanying the Notice of Annual General Meeting.
All Directors are provided with the agenda and a set of the Board papers prior to the Board meetings. Sufficient time is
provided to enable the Directors to obtain further clarification, where necessary, in order to be properly briefed before the
meeting. In furtherance of their duties, Directors have access to all information within the Group and to the advice and
services of the Company Secretaries and may obtain independent professional advice at the Company's expense, where
necessary.
Appointments to the Board
The Nomination Committee comprises exclusively of Independent Non-Executive Directors as follows:-
Loi Kim Fah Chairman/Independent Non-Executive Director
Tan Kau Ngee @ Tan Seong Tin Member/ Independent Non-Executive Director
The duties and functions of the Nomination Committee are:
1. to identify and recommend new nominees for the Board and Board Committees.
2. to assess the suitability of an individual to be appointed onto the Board by taking into account the individual's skill,
knowledge, expertise, experience, professionalism and integrity as well as his other commitments, resources and time.
3. to evaluate the ability to discharge such responsibilities/functions as expected from individual non-executive Directors.
4. to annually review the required mix of skills, experience and other qualities include core competencies, which non-
executive Directors should bring to the Board.
5. to annually assess the effectiveness of the Board as a whole, the Board Committees and assess contribution of each
Director.
The decision as to who shall be appointed shall be the responsibility of the full Board after considering the recommendations
of the Nomination Committee. The Board will examine its size with a view to determining the impact of the number upon its
effectiveness.
CORPORATE GOVERNANCE
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)5
Re-election of Directors
The Articles of Association of the Company require all Directors (including the Managing Director) submit themselves for re-
election by rotation at least once in every three (3) years at the Annual General Meeting but shall be eligible for re-election.
The Company's Articles of Association also provide that a Director who is appointed during the year shall hold office only until
the next Annual General Meeting and shall then be eligible for re-election.
Directors' Training
All the Directors have completed the Mandatory Accreditation Programme prescribed by Bursa Securities. In addition, all the
Directors are provided with the opportunity to continually undergo other relevant training programmes to further enhance their
skills and knowledge and to enable them to discharge their respective duties effectively.
DIRECTORS' REMUNERATION
The Remuneration Committee comprises wholly of Independent Non-Executive Directors as follows:-
Datuk Hj. Amil @ Amir Bin Junus Chairman/Independent Non-Executive Chairman
Tan Kau Ngee @ Tan Seong Tin Member/ Independent Non-Executive Director
The Remuneration Committee is responsible for recommending to the Board the remuneration packages of Executive Director.
The Board as a whole determines the remuneration of Non-Executive Directors. The individual concerned will abstain from the
discussion of their own remuneration.
The remuneration of Directors is determined at levels which enable the Company to attract and retain Directors with the
relevant experience and expertise to run the Group successfully and effectively. In the case of Executive Directors, their
remunerations are structured to link rewards to corporate and individual performance. For Non-Executive Directors, the level
of remuneration reflects the experience and level of responsibilities undertaken by them.
The aggregate remuneration of Directors during the financial year under review are as follows:
Directors
Executive Non-Executive(RM) (RM)
Fees - 19,000
Salaries/Allowances 290,023 -
Bonuses - -
Benefit In Kind 34,183 -
Total 324,206 19,000
The number of Directors of the Company whose total remuneration falls within the following bands for the financial year
under review are:-
Range of remuneration Number of Directors
Executive Non-Executive
Below RM50,000 2 2
RM50,001 - RM100,000 1 -
RM100,001 - RM150,000 - -
RM150,001 - RM200,000 - -
RM200,001 - RM250,000 1 -
Above RM250,000 - -
CORPORATE GOVERNANCE
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 6
OTHER BOARD COMMITTEES
The Board has also established other Board Committees, which operates within defined terms of reference. These committees
are:
• Audit Committee
• Executive Committee
Audit Committee
The members of the Audit Committee comprises exclusively of three (3) Independent Non-Executive Directors. The
Composition and the Terms of Reference of the Committee are set out in the Audit Committee Report. The Audit Committee's
meeting is mostly held before the Board's meeting to ensure that all critical issues highlighted can be brought to their
attention on a timely basis. It reviews issues of accounting policies and presentation for external financial reporting and
ensures an objective and professional relationship is maintained with the external auditors.
Executive Committee (Exco)
The Exco comprises the Managing Director of the Board and two (2) Executive Directors. The Exco is the main approving
authority on the major routine matters and meets at least once every month and also quarterly to review and approve major
strategic, operational and financial matters, investments and funding decisions.
SHAREHOLDERS
Dialogue between Company and Investors
The Company acknowledges the importance of timely dissemination of material information affecting the Group to the
shareholders, investors and the public. The release of annual reports, announcements and financial results on a quarterly
basis provides the shareholders and the investing public with an overview of the Group's performance and operations.
The Annual General Meeting
The Annual General Meeting remains the principal forum of dialogue and a mean of communication with shareholders.
Shareholders are encouraged to attend and participate at the Annual General Meeting and are allowed to appoint proxies to
attend and vote on their behalf. Members of the Board as well as the Auditors of the Company are present to answer
questions raised at the meeting.
ACCOUNTABILITY AND AUDIT
Financial Reporting
The Company's financial statements are prepared in accordance with the requirements of applicable approved accounting
standards in Malaysia issued by the Malaysian Accounting Standards Board and the provisions of the Companies Act, 1965.
The Directors take responsibility in ensuring that the annual financial statements and the quarterly results announcements are
presented to convey a balanced and understandable assessment of the Group's financial performance and position. The
Audit Committee assists the Board by reviewing and scrutinizing the information to be disclosed to ensure accuracy and
adequacy.
Internal Control
The Directors recognize the importance of maintaining a sound system of internal control to safeguard shareholder's
investment and the Company's assets. The Group's Statement of Internal Control is set out in this Annual Report.
Relationship with Auditors
The Company has established a transparent relationship with the Company's External Auditors and seeks their professional
advice in ensuring compliance with applicable standards and statutory requirements. The role of the Audit Committee in
CORPORATE GOVERNANCE
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)7
CORPORATE GOVERNANCE
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 8
relation to the external auditors is set out in the Audit Committee Report.
CORPORATE SOCIAL RESPONSIBILITY (“CSR”)
CSR is an integral part of the organization's way of succeeding in business and contributing to the welfare of society and
communities in the environment it operates.
We believe that employee's involvement is vital to the success of the Group and we strive to motivate and retain the best
employees with the Long Service Award in recognizance of their loyalty and services towards the Company. At the workplace,
we are committed to provide a safer and healthier environment for our employees.
We also recognize the importance of minimizing the environmental impact and risks through encouraging employees to be
environmentally friendly and adopt cost and energy saving method to preserve the environment.
The Company also place importance on charity where we contribute to the communities through donation to charities.
We understand that CSR will be an ongoing commitment towards creation of a competitive nation, yet a moral, ethical, caring
and economically society and we will devise and implement additional CSR practices in other areas of its businesses and
operations in future
PROFILE OF THE DIRECTORS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)9
Datuk Hj. Amil @ Amir Bin Junus, age 65, a Malaysian, was appointed to the Board on 10 July 2008. Datuk Hj. Amir holds
a Diploma of Sains Kepolisian from University Kebangsaan Malaysia and Certificate of Telecommunication from City & Guilds
of London Institute.
Datuk Hj. Amir was a former member of the Royal Malaysian Police and last served as Commissioner of Police Sabah before
retiring in November 1998. In the force for 29 years, Datuk Hj. Amir had served in various positions with the Royal Malaysian
Police Force, such as the former Director of the Special Branch.
Upon retiring from active duty in 1998, Datuk Hj. Amir was appointed as a board member of Koperasi Polis Diraja Malaysia
Berhad (KPD). As a member of KPD, Datuk Hj. Amir represented KPD's interest in number of its investment interests in a few
public listed companies. Datuk Hj. Amir was a director of Prime Utilities Berhad from 1999 to 2004 and was a director of TSM
Global Berhad [formerly known as Juan Kuang (M) Industrial Berhad) until October 2008, both companies are listed on Bursa
Malaysia Securities Berhad. Since 1999 until 2005, Datuk Hj. Amir was the Chairman of KOP Securities Services Sdn. Bhd., a
subsidiary of KPD and was the Executive Chairman and Chief Executive Officer of KOP Educators & Consultants Sdn. Bhd.
(also known as Kolej Unikop), another subsidiary of KPD. Currently, Datuk Hj. Amir is still a board member of the college.
Besides representing the interests of KPD, Datuk Hj. Amir is also a Director of the Maktab Koperasi Negara under the purview
of the Ministry of Entreprenuer & Cooperative Development and Eshia & Associates Sdn. Bhd. Datuk Hj. Amir also holds
Chairman post and directorships in few private limited companies.
Datuk Hj. Amir is the Chairman of the Remuneration Committee and member of Audit Committee. He does not have any
family relationship with any Director and/or major shareholder of the Company and there is no business arrangement with the
Company in which he has a personal interest. He has had no convictions for any offences within the past ten years.
Wong Liew Lin @ Liew Fat Lin, aged 62, a Malaysian, was appointed a Director on 2 October 1997 and the Managing
Director on 8 November 1997. He is a businessman and an entrepreneur with more than 30 years experience in various
business sectors primarily in the fields of property development, wholesaling and retailing of garments and apparels,
manufacturing and pharmaceutical. He founded the Yong Tai Group and has been in charge of the overall operation since its
inception guiding it to its present level of success. He is also the Director of Yong Tai Brothers Trading Sdn. Bhd., Syarikat Koon
Fuat Industries Sdn. Bhd., Yuta Realty Sdn. Bhd., The Image Outlet Sdn. Bhd. and Yong Tai Samchem Sdn. Bhd., the
subsidiaries of Yong Tai Berhad.
Mr. Liew is the Chairman of the Executive Committee. He is the brother of Mr. Wong Mee Yow Cheen @ Liew Mee Yow Cheen
and Mr. Liew Huat Kwang. He has had no convictions for any offences within the past ten years.
Wong Mee Yow Cheen @ Liew Mee Yow Cheen, aged 55, a Malaysian was appointed a Director on 2 October 1997 and the
Executive Director on 8 November 1997. Innovative and enterprising, he is responsible for the production, research and
market development of the Yong Tai Group and has been actively involved in the establishment of its manufacturing
operations. He is the Managing Director of Syarikat Koon Fuat Industries Sdn. Bhd. and currently also sits on the Board of Yuta
Realty Sdn. Bhd., Golden Vertex Sdn. Bhd. and Yong Tai Samchem Sdn. Bhd., the subsidiaries of Yong Tai Berhad.
Mr. Liew is a member of the Executive Committee. He is the brother of Mr. Wong Liew Lin @ Liew Fat Lin and Mr. Liew Huat
Kwang. He has had no convictions for any offences within the past ten years.
Tai Shzee Yuan, aged 55, a Malaysian, is the First Director and Executive Director of Yong Tai Berhad. He started his career
in the Group as a General Manager of Yong Tai Brothers Trading Sdn. Bhd., a subsidiary of Yong Tai Berhad in 1 January 1991
and was subsequently appointed as a Director of Golden Vertex Sdn. Bhd., another subsidiary of Yong Tai Berhad on 24
August 2000. Currently he also sits on the Board of Yong Tai Samchem Sdn. Bhd., Yongtai Samchem (HK) Co. Ltd. and
Shanghai Sino-Malaysian International Trading Co. Ltd., the subsidiaries of Yong Tai Berhad. He is responsible for the overall
financial planning and management of Yong Tai Group. Mr. Tai is a member of the Executive Committee.
Mr. Tai does not have any family relationship with any Director and/or major shareholder of the Company and there is no
business arrangement with the Company in which he has a personal interest. He has had no convictions for any offences
within the past ten years.
PROFILE OF THE DIRECTORS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 10
Liew Huat Kwang, aged 44, a Malaysian, is an Executive Director and was appointed to the Board on 2 October 1997. He is
a Director of Yong Tai Brothers Trading Sdn. Bhd. and The Image Outlet Sdn. Bhd., both subsidiaries of Yong Tai Berhad and
has more than 10 years of experience in the garment retailing business. He is in charge of the sourcing of suitable retail
outlet sites and to oversee their setting up.
Mr. Liew is the brother of Mr. Wong Liew Lin @ Liew Fat Lin and Mr. Wong Mee Yow Cheen @ Liew Mee Yow Cheen. He has
had no convictions for any offences within the past ten years.
Loi Kim Fah, aged 42, a Malaysian, is an Independent Non-Executive Director and was appointed to the Board on 18
December 2007. He holds a Bachelor of Accounting from the University of Malaya. He is a member of the Malaysian Institute
of Certified Public Accountants, Malaysian Institute of Accountants and the Malaysian Institute of Taxation respectively. He is
currently the principal of Loi & Co, an audit firm, and also an Independent Non-Executive Director of K-One Technology Bhd.,
a company listed on MESDAQ Market of Bursa Malaysia Securities Berhad.
Mr. Loi has been in public practice since 1991, engaged with international accounting firms prior to starting his own practice
in 1996. Over the years, he has been involved in the audit of companies in various industries which include securities,
banking, finance, construction, aquaculture and manufacturing. He has also been engaged in business advisory assignments
in the like of merger and acquisition, internal control review, accounting system consultation, feasibility study, listing exercise
and business planning.
Mr. Loi is the Chairman of the Audit Committee and Nomination Committee. He does not have any family relationship with any
Director and/or major shareholder of the Company and there is no business arrangement with the Company in which he has
a personal interest. He has had no convictions for any offences within the past ten years.
Tan Kau Ngee @ Tan Seong Tin, aged 68, a Malaysian, is an Independent Non-Executive Director and was appointed to the
Board on 23 November 2006. He worked as an accounts manager before retiring in 2001. Presently, he is the managing
partner of a public transport services firm and is also the unit sales manager of Great Eastern Life Assurance (Malaysia)
Berhad.
Mr. Tan is a member of the Nomination Committee, the Remuneration Committee and the Audit Committee. He does not have
any family relationship with any Director and/or major shareholder of the Company and there is no business arrangement with
the Company in which he has a personal interest. He has had no convictions for any offences within the past ten years.
On behalf of the Board of Directors, I am pleased to present the Annual Report and Audited Financial Statements of Yong Tai
Berhad for the financial year ended 30 June 2008.
Financial Highlights
For the financial year under review, the Group recorded revenue of RM179.599 million, an increased of RM17.309 million from
the previous financial year (F/Y 2007: RM162.290 million).
The financial year ended 30 June 2008 was a significant year as the Group has achieved profit before taxation of RM0.157
million as compared to loss before taxation of RM2.563 million in the previous financial year. The increased in profit was
mainly due to contribution from trading of petrol-chemical related products and a surplus from fair value adjustment of the
investment properties during the year.
As at 30 June 2008, the Group's total equity was RM50.698 million with a net asset per share of RM1.26.
Review of Operations
During the financial year under review, the textile and garment business of the Group have been slightly affected by weaker
consumer demand for apparels and related products. Rising fuel prices and inflation have reduced purchasing power of
consumers on non-essential goods. The consolidated revenue of this segment dipped a marginal 2% to RM30.152 million for
financial year under review as compared to the previous financial year of RM30.790 million.
The chain of Emilio Valentino boutiques, contributed a turnover of RM6.628 million within the retailing and trading of textile and
garment segment for the financial year under review, an increase of 16% from the previous financial year (F/Y 2007: RM5.691
million). The profit before taxation reduced by 9% to RM198,813 in 2008 (F/Y 2007: RM218,479) was due to increased in
operation expenses attributed to the opening of new retail boutique.
The Management has formulated strategies to bring the retailing and trading segment of the Group to a higher level with
better operating expenses control, improve inventory turnover rate and closure of non-profitable consignment counters to
minimize operating cost and thereby increasing the profit. The Management also continues to explore new opportunities such
as children's wear and related products to increase the targeted market.
The garment manufacturing segment recorded a turnover of RM11.799 million with loss before taxation of RM2.783 million for
the financial year ended 30 June 2008 (F/Y 2007: RM9.515 million and RM3.124 million respectively).
The manufacturing, dyeing and finishing of fabrics segment registered a turnover of RM9.426 million for the financial year
ended 30 June 2008, slightly lower than the pervious financial year of RM9.507 million. Nonetheless, this segment managed
to reduce its loss before taxation from RM0.625 million in the previous financial year to RM0.362 million for the financial year
under review. The Management expects this segment's performance to improve further in the next financial year with various
operational strategies to be put in place to increase production capacity, improve production efficiency and reduce costs.
On the other hand, the petrol-chemical trading segment operating under Shanghai Sino-Malaysian International Trading Co.,
Ltd. (“SSMIT”) (100%-owned by YongTai Samchem (HK) Company Limited, which in turn 65%-owned by Yong Tai Samchem
Sdn. Bhd., which in turn 60%-owned by the Company) recorded a revenue of RM128,222 million during the financial year
under review and contributed a net profit before taxation of RM3.704 million, a tremendous increase of 138% from the last
financial year of RM1.555 million.
In the first half year of 2008, SSMIT has operated within a stiff and uncertain businesses environment in China, with the snow
storm in February 2008 and the pre-Olympic chemicals delivery safety issues in China. Nevertheless, as SSMIT progresses
into the fifth year of operations and with the university fresh graduates employed since its establishment, SSMIT has become
full grown, thus increasing its efficiency and productivity in its business operations. Our three major suppliers, CNOOC and
Shell Petrochemicals Co., Ltd, Momentive Performance Materials Hong Kong Co., Ltd and BASF Polyurethanes (China) Co.,
Ltd have recognized SSMIT as their choice distributor and thus ensuring the continuity of distributorship.
The adverse market conditions, especially for the export to USA does not deterred SSMIT's plan to seek more new product
lines and agencies to further diversify its business profiles. With the huge local China market of 1.3 billion populations, the
potential to grow remains positive.
CHAIRMAN’S STATEMENT
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)11
Future Prospects
Given the increasing external uncertainties, especially the slowdown of the global economy and fluctuating oil price, we expect
global growth to slow down in the coming year. The US economy and the oil price will be crucial in determining the state of
the global economy as well as the local economy. Despite very challenging global economy conditions, the local economy is
expected to continue to be moderate albeit a slower pace of GDP growth of 5.4% in 2009, according to the Economic Report
2008/2009.
The textile and apparel industry is gradually facing the full impact of competition from lower cost producing countries like
China, Vietnam, India, Bangladesh, Sri Lanka, Pakistan and Indonesia. The retail industry has also become increasingly
competitive with the emergence of many new local and imported brands setting up their retail networks in choice shopping
complexes.
In view of the above, the Board of Directors are of the opinion that the Group will continue to experience a challenging period
ahead and the Group's performance is expected to be moderate for the next financial year. The Group will continue to
consolidate its garments retailing business and is looking forward to expand the trading of petrol-chemical related products
business.
Acknowledgement and Appreciation
On behalf of the Board of Directors, I would like to take this opportunity to thank the Management and staff of the Group for
their support, dedication and commitment throughout the year. We would also like to express our heartfelt gratitude and
appreciation to our valued shareholders, customers, business associates, bankers and various government authorities for their
continuous support given to the Group.
CHAIRMAN’S STATEMENT
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 12
COMPOSITION AND MEMBERSHIP
The Audit Committee comprises three (3) directors and the composition at the date of this report is as follows:
Loi Kim Fah Chairman/Independent Non-Executive Director
Datuk Hj. Amil @ Amir Bin Junus Member/Independent Non-Executive Chairman
Tan Kau Ngee @ Tan Seong Tin Member/Independent Non-Executive Director
TERMS OF REFERENCE
The Audit Committee carried out its duties as set out in the Terms of Reference. The Board of Directors reviews the Terms of
Reference from time to time to ensure continuous compliance with the Listing Requirements of Bursa Malaysia Securities
Berhad (“Bursa Securities”).
Objective
The primary objective of the Audit Committee is to assist the Board of Directors in the effective discharge of its fiduciary
responsibilities as to corporate governance, financial reporting, auditing and internal control.
Composition
The Audit Committee shall be appointed by the Board of Directors from amongst its members which fulfils the following
requirements:
1. the Audit Committee must be composed of no fewer than three (3) members;
2. all the Audit Committee members must be non-executive directors, with the majority of them being independent
directors;
3. at least one (1) member of the Audit Committee:-
i. must be a member of the Malaysian Institute of Accountants; or
ii. if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years' working
experience and
a. he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or
b. he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the
Accountants Act 1967; or
c. fulfils such other requirements as prescribed or approved by Bursa Securities.
4. no alternate director shall be appointed as a member of the Audit Committee.
Chairman
The members of the Audit Committee shall elect a Chairman from among their number who shall be an independent
director.
Secretary
The Company Secretary(ies) of the Company shall be the Secretary of the Audit Committee.
Meetings and Minutes
The Audit Committee shall meet at least four (4) times a year or more frequently as they consider necessary to discharge
their duties. A quorum shall be two (2) members present, a majority of whom must be independent directors.
The Audit Committee may invite the Head of Finance, the internal auditor and external auditor to attend the meeting. Other
Board members and/or employees may attend any particular meeting upon invitation of the Audit Committee. The external
auditor may request for a meeting if they consider necessary. At lease once a year the Audit Committee shall meet with
external auditor without executive Board members present.
The minutes of Audit Committee meeting shall be signed by the Chairman of the meeting and distributed to each member of
the Audit Committee and the Board of Directors. The Chairman of the Audit Committee shall report to the Board of Directors
on each meeting.
AUDIT COMMITTEE REPORT
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)13
Authority
The Audit Committee shall in accordance with a procedure determined by the Board of Directors:
i. have authority to investigate any matter within its terms of reference;
ii. have the resources which are required to perform its duties;
iii. have full and unrestricted access to any information pertaining to the Company and the Group;
iv. have direct communication channels with the internal and external auditors and with senior management of the
Company;
v. be able to obtain independent professional or other advice; and
vi. be able to convene meeting with external auditor, internal auditor or both, excluding the attendance of other Directors
and employees of the Company, whenever deemed necessary.
Functions and Duties
The functions and duties of the Audit Committee shall be:
1. to review the following and report the same to the Board of Directors of the Company:
a. with the external auditor, the audit plan;
b. with the external auditor, his evaluation of the system of internal controls;
c. with the external auditor, his audit report;
d. the assistance given by the employees of the Company to the external auditor;
e. the adequacy of the scope, functions, competency and resources of the internal audit functions and that it has the
necessary authority to carry out its work;
f. the internal audit programme, processes, the results of the internal audit programme, processes or investigation
undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;
g. the quarterly results and year end financial statements, prior to the approval by the board of directors, focusing
particularly on
- changes in or implementation of major accounting policy changes;
- significant and unusual events; and
- compliance with accounting standards and other legal requirements;
h. any related party transaction and conflict of interest situation that may arise within the Company or Group including
any transaction, procedure or course of conduct that raises questions of management integrity;
i. any letter of resignation from the external auditors of the Company; and
j. whether there is reason (supported by grounds) to believe that the Company's external auditor is not suitable for
re-appointment.
2. to recommend the nomination of a person or persons as external auditors.
3. to carry out such other functions as may be agreed to by the Audit Committee and the Board of Directors.
The Chairman of the Audit Committee shall engage on a continuous basis with the senior management, such as the Chairman,
the Managing Director, the Head of Finance, the Head of Internal Audit and external auditor in order to be kept
informed of matters affecting the Company.
MEETINGS
The Audit Committee held five (5) meetings during the financial year ended 30 June 2008 and the attendance of each Audit
Committee member are as follows:
Audit Committee Member No. of Meetings held No. of Meetings attended
Datuk Haji Hashim Bin Safin @ Shafain
(demised on 11/04/2008) 4* 3
Loi Kim Fah
(appointed w.e.f. 18/12/2007) 2* 2
Tan Kau Ngee @ Tan Seong Tin 5 5
Tai Shzee Yuan
(resigned w.e.f. 18/11/2007) 3* 3
Note: * Reflects the number of meetings held during the tenure of the respective Directors.
AUDIT COMMITTEE REPORT
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 14
SUMMARY OF ACTIVITIES
During the financial year under review, the activities of the Audit Committee included:
i. review internal audit's reports and memorandums;
ii. review quarterly financial result prior to submission to the Board of Directors for their consideration and approval;
iii. review the external auditors' reports in relation to audit and accounting issues arising from audit, and updates of new
developments on accounting standards issued by the Malaysian Accounting Standards Board;
iv. review the Company's compliance with revamped Listing Requirements of the Bursa Malaysia Securities Berhad;
v. review audit strategy and plan of the external auditors; and
vi. review the recurrent related party transactions.
INTERNAL AUDIT FUNCTION
The internal audit function carried out the audit reviews in accordance with the internal audit plan is approved by the Audit
Committee. The internal auditor reports to the Audit Committee. The Audit Committee reviews and deliberated the internal audit
reports and relevant issued presented during the regular Audit Committee meetings held and the audit findings and
recommendations will be forwarded to the management concerned for attention and necessary action.
During the financial year under review, our Internal Audit Department had carried out the following activities:-
i. conduct independent reviews on internal control of the key activities within the Group's operating units;
ii. identify and highlight any deficiency and findings in the risk management and internal controls of the Group;
iii. propose practical and cost effective recommendations and corrective action plans to the relevant management; and
iv. perform follow-up audits to ensure the recommendations and corrective action plan have been taken and implemented
accordingly.
A number of minor internal control weaknesses were identified, all of which have been or being addressed. None of the
weakness has resulted in any material losses or uncertainties that would require disclosure in this Annual Report.
AUDIT COMMITTEE REPORT
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)15
Introduction
The Malaysian Code on Corporate Governance stipulated that a listed company shall maintain a sound system of internal
control to safeguard shareholders' investment and the Company's assets.
The Board of Directors of Yong Tai Berhad is pleased to present the Statement on Internal Control for the financial year
ended 30 June 2008, which is made pursuant to Paragraph 15.27(b) of the Listing Requirements of Bursa Malaysia
Securities Berhad.
Board Responsibilities
The Board of Directors recognizes its responsibilities for the Group's system of internal control, which includes the
establishment of an appropriate control environment and framework as well as reviewing its adequacy and integrity on a
regular basis. The Group's system of internal control had been designed with the objective of safeguarding shareholders'
investment and its assets. However, due to the limitations that are inherent in any system of internal control, it can only
provide reasonable but not absolute assurance against material misstatement or loss.
The Board confirms that there is on going process for identifying, evaluating, monitoring and managing the significant risks
affecting the achievement of the Group's business objectives.
Key elements of the Group's systems of internal control are:-
• Periodic board and management meetings to review financial performance and business operations of the Group;
• The Group has a defined organizational structure with clear lines of accountability. A detail operational and reporting
structure with defined lines of responsibility and delegation of authority are documented; and
• Internal audit on the major subsidiaries of the Group by its own Internal Audit Department to provide reasonable
assurance to the Board that the internal control system of the Group is properly in place. The audit summary reports
are presented and reviewed at the Audit Committee meetings.
There were no material finding or loss incurred during the financial year as a result of weaknesses in internal control. The
Group continues to take measures to strengthen its internal control structure and manage its risks.
This Statement is made in accordance with a resolution of the Board of Directors dated 28 October 2008.
STATEMENT OF INTERNAL CONTROL
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 16
The Directors are required by the Companies Act, 1965 (“the Act”) to prepare financial statements for each financial year which
give a true and fair view of the state of affairs of the Company and the Group at the end of the financial year and of the results
and cash flows of the Company and the Group for the financial year. The financial statements have been prepared in
accordance with the applicable approved accounting standards in Malaysia issued by the Malaysian Accounting Standards
Board, the requirements of the Act, the Listing Requirements of Bursa Malaysia Securities Berhad and other statutory
requirements.
The Directors consider that in preparing the financial statements for the year ended 30 June 2008, the Group has used
appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates.
The Directors have responsibility for ensuring that the Company and the Group keep proper accounting records to enable
them to ensure that the financial statements comply with the Act. The Directors have overall responsibility for taking such steps
as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
This Statement is made in accordance with a resolution of the Board of Directors dated 28 October 2008.
Share Buybacks
There was no share buyback by the Company during the financial year under review.
Options, warrants or convertible securities
The Company has not issued any options, warrants or convertible securities during the financial year under review.
American Depository Receipt (ADR) or Global Depository Receipt (GDR) programme
The Company did not sponsor any ADR or GDR programme during the financial year under review.
Sanctions/penalties
There was no sanction/penalty imposed on the Company and its subsidiaries, Directors or management by the relevant
regulatory bodies during the financial year under review.
Non-audit fees
There was no non-audit fees paid to the external auditors during the financial year under review.
Variation in results
The Company's results for the financial year under review did not differ by more than 10% or more from unaudited results
previously released. The Company did not make any profit estimate, forecast or projection for that period.
Profit Guarantee
No profit guarantee was given by the Company during the financial year under review.
Material Contracts
There was no material contract entered into by the Company and/or its subsidiaries during the financial year under review
which involves the interests of Directors and major shareholders.
Revaluation of landed properties
The Company's revaluation policy is disclosed in Note 2(d) of the Notes to the Financial Statements.
Recurrent related party transactions of a revenue nature
Details of transactions with related parties undertaken by the Group during the financial year under review are disclosed in
Note 35 of the Notes to the Financial Statements.
STATEMENT ON DIRECTORS' RESPONSIBILITY
ADDITIONAL COMPLIANCE REQUIREMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)17
FINANCIAL STATEMENTS
19 Directors’ Report
22 Statement By Directors
22 Statutory Declaration
23 Independent Auditors’ Report
24 Balance Sheets
25 Income Statements
26 Statements Of Changes In Equity
28 Cash Flow Statements
30 Notes To The Financial Statements
The Directors have pleasure in submitting their report together with the audited financial statements of the Company for the financial year ended 30th June 2008.
PRINCIPAL ACTIVITIES
The principal activity of the Company is that of investment holding. The principal activities of the subsidiary companies aredescribed in Note 9 of the Notes to the Financial Statements.
There have been no significant changes in the nature of these activities during the financial year.
FINANCIAL RESULTSGroup Company
RM RM
Profit before taxation 157,206 58,154Taxation (191,255) (26,989)
Net (loss)/profit for the year 34,049 31,165
Attributable to:Equity holders of the Company (1,691,090) 31,165Minority interest 1,657,041 -
(34,049) 31,165
DIVIDENDS
No dividend has been paid or declared by the Company since the end of the previous financial year.
The Directors do not recommend any dividend for the year ended 30th June 2008.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the financial statements.
ISSUE OF SHARES AND/OR DEBENTURES
No shares and/or debentures were issued during the financial year.
INFORMATION ON THE FINANCIAL STATEMENTS
Before the Income Statements and Balance Sheets of the Group and Company were made out, the Directors took reasonable steps :-
(a) to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that there were no known bad debts and that adequate allowance had been made for doubtful debts; and
(b) to ensure that any current assets which were unlikely to be realised in the ordinary course of business including their value as shown in the accounting records of the Group and Company have been written down to an amount which they might be expected so to realise.
At the date of this report, the Directors are not aware of any circumstances:-
(a) which would render it necessary to write off any bad debts or the amount of the allowance for doubtful debts in the financial statements of the Group and Company inadequate to any substantial extent; or
(b) which would render the values attributed to the current assets in the financial statements of the Group and Company misleading; or
(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and Company misleading or inappropriate.
No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve monthsafter the end of the financial year which, in the opinion of the Directors, will or may substantially affect the ability of the Group and Company to meet their obligations as and when they fall due.
DIRECTORS’ REPORT
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)19
INFORMATION ON THE FINANCIAL STATEMENTS (Cont’d)
At the date of this report, there does not exist:-
(a) any charge on the assets of the Group and Company which has arisen since the end of the financial year which secures the liability of any other person; or
(b) any contingent liability of the Group and Company which has arisen since the end of the financial year.
OTHER STATUTORY INFORMATION
The Directors state that :-
At the date of this report, they are not aware of any circumstances not otherwise dealt with in this report or the financial statements which would render any amount stated in the financial statements misleading.
In their opinion:-
(a) the results of the operations of the Group and Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature; and
(b) there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and Company for the financial year in which this report is made.
DIRECTORS
The Directors in office since the date of the last report are:-
Datuk Hj Amil @ Amir Bin Junus (Appointed on 10.07.08)Wong Liew Lin @ Liew Fat LinWong Mee Yow Cheen @ Liew Mee Yow CheenTai Shzee YuanLiew Huat KwangTan Kau Ngee @ Tan Seong TinLoi Kim Fah (Appointed on 18.12.07)Datuk Haji Hashim Bin Safin @ Shafain (Deceased on 11.04.08)
According to the Register of Directors' Shareholdings, the shareholdings in the Company and its related corporations during the financial year of those who were Directors at the end of the financial year are as follows:-
No. of Ordinary Shares of RM 1 eachAt At
Interest in the Company 01.07.07 Bought Sold 30.06.08
Wong Liew Lin @ Liew Fat Lin - direct 50,522 - - 50,522- deemed 20,091,729 - - 20,091,729
Wong Mee Yow Cheen @Liew Mee Yow Cheen - direct 74,744 - - 74,744
- deemed 20,091,729 - - 20,091,729
Liew Huat Kwang - direct 230,520 - - 230,520- deemed 20,091,729 - - 20,091,729
Tai Shzee Yuan - direct 28,001 - - 28,001
Tan Kau Ngee @ Tan Seong Tin - direct 48,000 - - 48,000
Direct interest in holding companyLiew Fat Lin Holding Sdn. Bhd.
Wong Liew Lin @ Liew Fat Lin 9,294,579 - - 9,294,579
Wong Mee Yow Cheen @Liew Mee Yow Cheen 6,239,511 - - 6,239,511
Liew Huat Kwang 3,644,249 - - 3,644,249
DIRECTORS’ REPORT
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 20
DIRECTORS (Cont’d)
Other than as disclosed above, the Directors in office at the end of the financial year did not hold any interest in shares in the Company and/or its related corporations during the financial year.
None of the Directors holding office at the end of the financial year held any interest in shares of the subsidiary companies butthe Directors are deemed to have interest in the subsidiary companies, to the extent that the Company has an interest, by virtue of their shareholdings in the Company.
DIRECTORS' BENEFITS
During and at the end of the financial year, no arrangement subsisted to which the Group and Company or its subsidiarycompanies was a party with the object of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.
Since the end of the previous financial year, no Director has received or become entitled to receive any benefit (other than as disclosed in the Notes to the Financial Statements) by reason of a contract made by the Company or a related corporationwith the Director or with a firm of which the Director is a member or with a company in which the Director has a substantial financial interest.
SIGNIFICANT EVENT SUBSEQUENT TO BALANCE SHEET DATE
Significant event subsequent to balance sheet date is disclosed in Note 39 of the Notes to the Financial Statements.
HOLDING COMPANY
The holding company is Liew Fat Lin Holding Sdn. Bhd., a company incorporated in Malaysia.
AUDITORS
Messrs T H Law & Co., the retiring Auditors, have expressed their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the Directors dated 28th October 2008.
__________________________________________ )DATUK HJ AMIL @ AMIR BIN JUNUS )
)))))) DIRECTORS))))
__________________________________________ )WONG LIEW LIN @ LIEW FAT LIN )
Batu Pahat, Johor
DIRECTORS’ REPORT
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)21
We, DATUK HJ AMIL @ AMIR BIN JUNUS and WONG LIEW LIN @ LIEW FAT LIN, being two of the Directors of YONG TAI
BERHAD, do hereby state, in the opinion of the Directors, the financial statements set out on pages 24 to 58 are drawn up so
as to give a true and fair view of the state of affairs of the Group and Company as at 30th June 2008 and of the results of their
operations, changes in equity and cash flows of the Group and Company for the financial year ended on that date in
accordance with the applicable approved Financial Reporting Standard in Malaysia issued by the Malaysian Accounting
Standards Board and the provisions of the Companies Act, 1965.
Signed on behalf of the Board in accordance with a resolution of the Directors.
_________________________________________ _________________________________________
DATUK HJ AMIL @ AMIR BIN JUNUS WONG LIEW LIN @ LIEW FAT LIN
Batu Pahat, Johor
28th October 2008
I, TAI SHZEE YUAN, I/C No. 530622-04-5093, the Director primarily responsible for the financial management of YONG TAI
BERHAD, do solemnly and sincerely declare that the financial statements of the Group and Company set out on pages 24 to
58 are, to the best of my knowledge and belief, correct, and I make this solemn declaration conscientiously believing the same
to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by the )
abovenamed TAI SHZEE YUAN, )
I/C No. 530622-04-5093, )
at Petaling Jaya )
)
on 28th October 2008 ) __________________________________
TAI SHZEE YUAN
Before me:
Soong Foong Chee
(No. B168)
(Commissioner for Oaths)
STATEMENT BY DIRECTORS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 22
STATUTORY DECLARATION
Report on the Financial Statements
We have audited the financial statements of Yong Tai Berhad, which comprise the balance sheets as at 30th June 2008 of theGroup and of the Company, and the income statements, statements of changes in equity and cash flow statements of theGroup and of the Company for the year then ended, and a summary of significant accounting policies and other explanatorynotes, as set out on pages 24 to 58.
Directors' Responsibility for the Financial Statements
The Directors of the Company are responsible for the preparation and fair presentation of these financial statements inaccordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved Standards on Auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of risks of material misstatement ofthe financial statements, whether due to fraud or error. In making those risk assesments, we consider internal control relevantto the Company's preparation and fair presentation of the financial statements in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting polices used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards andthe Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of theCompany as of 30th June 2008 and of their financial performance and cash flows of the Group and of the Company for the year then ended.
Report on Other Legal and Regulatory Requirements
In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:
a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiary companies of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
b) We have considered the accounts and the auditors' reports of all the subsidiary and sub-subsidiary companies of which we have not acted as auditors, which are indicated in Note 9 of the Notes to the Financial Statements.
c) We are satisfied that the accounts of the subsidiary companies that have been consolidated with the Company's financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes.
d) The audit reports on the financial statements of the subsidiary companies did not contain any qualification or any adverse comment made under Section 174(3) of the Act.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of thisreport.
T H LAW & CO. LAW TIAM HOCK(NO: AF - 0942) CHARTERED ACCOUNTANT
CHARTERED ACCOUNTANTS (NO: 1609/12/09 (J))
Petaling Jaya28th October 2008
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF YONG TAI BERHAD
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)23
BALANCE SHEETS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 24
AS AT 30TH JUNE 2008
Group CompanyNote 2008 2007 2008 2007
RM RM RM RMASSETSNON-CURRENT ASSETS
Property, plant and equipment 6 22,774,480 24,304,030 - -Prepaid land leases 7 851,127 877,418 - -Investment properties 8 11,133,000 10,950,753 - -Investment in subsidiary and sub-subsidiary
companies 9 - - 37,864,412 37,864,412Investments 10 - 3,600 - -Deferred tax asset 11 14,600 261,600 - -
34,773,207 36,397,401 37,864,412 37,864,412
CURRENT ASSETSInventories 12 34,370,664 29,348,682 - -Trade receivables 13 42,023,013 43,706,299 - -Other receivables 14 4,441,371 3,745,755 1,000 6,167Amount due from subsidiary companies 15 - - 5,828,018 6,028,018Tax in credit 1,059,493 809,009 28,636 14,025Fixed deposits 16 474,164 26,822 - -Cash and bank balances 17 8,388,448 4,698,721 147,435 138,933
90,757,153 82,335,288 6,005,089 6,187,143
TOTAL ASSETS 125,530,360 118,732,689 43,869,501 44,051,555
EQUITY AND LIABILITIESEquity attributable to equity holders of the Company
Share capital 18 40,115,000 40,115,000 40,115,000 40,115,000Reserves 19 6,924,542 8,475,783 3,259,864 3,228,699
47,039,542 48,590,783 43,374,864 43,343,699Minority interest 2(b)(ii) 3,658,555 1,852,477 - -
Total equity 50,698,097 50,443,260 43,374,864 43,343,699
NON-CURRENT LIABILITIESDeferred tax liability 11 705,709 1,234,846 - -Borrowings 20 1,188,295 1,585,799 - -
1,894,004 2,820,645 - -
CURRENT LIABILITIESTrade payables 21 12,276,743 3,930,128 - -Other payables 22 14,559,877 19,668,880 36,181 49,400Amount due to subsidiary companies 15 - - 458,456 658,456Amount due to Directors 23 12,213,082 11,701,813 - -Bank overdraft 17 16,886,399 16,591,853 - -Borrowings 20 16,800,728 13,510,771 - -Tax payable 201,430 65,339 - -
72,938,259 65,468,784 494,637 707,856
TOTAL LIABILITIES 74,832,263 68,289,429 494,637 707,856
TOTAL EQUITY AND LIABILITIES 125,530,360 118,732,689 43,869,501 44,051,555
The above balance sheets is to be read in conjunction with the notes to the financial statements set out on pages 30 to 58.
INCOME STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)25
FOR THE YEAR ENDED 30TH JUNE 2008
Group CompanyNote 2008 2007 2008 2007
RM RM RM RM
Revenue 24 179,599,143 162,289,909 160,000 150,000
Less: Cost of sales (161,580,365) (146,769,202) - -
Gross profit 18,018,778 15,520,707 160,000 150,000
Add: Other income 2,002,631 736,864 - -
20,021,409 16,257,571 160,000 150,000
Less: Sales and distribution costs (9,717,681) (8,558,868) - -Administrative expenses (3,539,038) (4,982,732) (101,846) (86,601)Other operating expenses (3,908,214) (2,866,762) - -Finance costs 25 (2,699,270) (2,412,498) - -
Profit/(loss) before taxation 26 157,206 (2,563,289) 58,154 63,399
Taxation 27 (191,255) (572,733) (26,989) (39,167)
Net (loss)/profit for the year (34,049) (3,136,022) 31,165 24,232
Attributable to:Equity holders of the Company (1,691,090) (3,842,118) 31,165 24,232Minority interest 1,657,041 706,096 - -
(34,049) (3,136,022) 31,165 24,232
Basic loss per share (sen) 28 ( 4.2) ( 9.6)
The above income statements is to be read in conjunction with the notes to the financial statements set out on pages 30 to 58.
STATEMENTS OF CHANGES IN EQUITY
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 26
Att
rib
uta
ble
to
Eq
uit
y H
old
ers
of
the
Co
mp
any
No
n-d
istr
ibu
tab
leD
istr
ibu
tab
leF
OR
EIG
NS
HA
RE
SH
AR
ER
EVA
LU
AT
ION
EX
CH
AN
GE
UN
AP
PR
OP
RIA
TE
DM
INO
RIT
YTO
TAL
Gro
up
No
teC
AP
ITA
LP
RE
MIU
MR
ES
ER
VE
RE
SE
RV
EP
RO
FIT
STO
TAL
INT
ER
ES
TE
QU
ITY
2007
RM
RM
RM
RM
RM
RM
RM
RM
Bal
ance
at 0
1.07
.06
40,1
15,0
00
1,62
6,07
1 5,
058,
148
8,72
0 2,
992,
743
49,8
00,6
82
275,
571
50,0
76,2
53E
ffect
s of
ad
optin
g F
RS
140
--
(1,1
06,3
17)
- 3,
630,
061
2,52
3,74
4-
2,52
3,74
4
40,1
15,0
00
1,62
6,07
1 3,
951,
831
8,72
0 6,
622,
804
52,3
24,4
26
275,
571
52,5
99,9
97
Rev
ersa
l of d
efer
red
tax
on r
eval
uatio
n su
rplu
s -
- 99
,580
--
99,5
80-
99,5
80R
ealis
atio
n of
rev
alua
tion
surp
lus
upon
dis
pos
al
- -
(30,
852)
- 30
,852
--
-E
xcha
nge
diff
eren
cear
isin
g fr
om fo
reig
nsu
bsi
dia
ry c
omp
anie
s -
--
8,89
5-
8,89
5 13
,910
22
,805
Issu
ance
of s
hare
s in
sub
sid
iary
com
pan
y 31
--
--
--
856,
900
856,
900
Net
loss
for
the
year
--
--
(3,8
42,1
18)
(3,8
42,1
18)
706,
096
(3,1
36,0
22)
Bal
ance
at 3
0.06
.07
40,1
15,0
00
1,62
6,07
1 4,
020,
559
17,6
15
2,81
1,53
8 48
,590
,783
1,
852,
477
50,4
43,2
60
(Not
e 19
)(N
ote
19 a
nd 2
9)(N
ote
19)
(Not
e 19
)
2008
Bal
ance
at 3
0.06
.07
40,1
15,0
00
1,62
6,07
1 4,
020,
559
17,6
152,
811,
538
48,5
90,7
83
1,85
2,47
7 50
,443
,260
Rev
ersa
l of d
efer
red
tax
on r
eval
uatio
n su
rplu
s -
- 43
,557
-
- 43
,557
- 43
,557
Exc
hang
e d
iffer
ence
aris
ing
from
fore
ign
sub
sid
iary
com
pan
ies
--
- 96
,292
- 96
,292
14
9,03
7 24
5,32
9Is
suan
ce o
f sha
res
insu
bsi
dia
ry c
omp
any
31-
--
--
--
-N
et lo
ss fo
r th
e ye
ar
--
--
(1,6
91,0
90)
(1,6
91,0
90)
1,65
7,04
1 (3
4,04
9)
Bal
ance
at 3
0.06
.08
40,1
15,0
00
1,62
6,07
1 4,
064,
116
113,
907
1,12
0,44
8 47
,039
,542
3,
658,
555
50,6
98,0
97
(Not
e 19
)(N
ote
19 a
nd 2
9)(N
ote
19)
(Not
e 19
)
2008
2007
Gro
up
RM
RM
Un
app
rop
riat
ed p
rofi
ts r
etai
ned
/(A
ccu
mu
late
d lo
sses
ab
sorb
ed)
by:
The
Com
pan
y 1,
633,
793
1,60
2,62
8S
ubsi
dia
ry c
omp
anie
s(5
13,3
45)
1,20
8,91
0
1,12
0,44
82,
811,
538
FOR THE YEAR ENDED 30TH JUNE 2008
STATEMENTS OF CHANGES IN EQUITY (cont’d)
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)27
FOR THE YEAR ENDED 30TH JUNE 2008
Non-distributable Distributable
SHARE SHARE UNAPPROPRIATED TOTALCAPITAL PREMIUM PROFIT EQUITY
Company RM RM RM RM
Balance at 01.07.06 40,115,000 1,626,071 1,578,396 43,319,467
Net profit for the year - - 24,232 24,232
Balance at 30.06.07 40,115,000 1,626,071 1,602,628 43,343,699
Net profit for the year - - 31,165 31,165
Balance at 30.06.08 40,115,000 1,626,071 1,633,793 43,374,864
(Note 19) (Note 19)
The above statements of changes in equity is to be read in conjunction with the notes to the financial statements set out on pages 30 to 58.
CASH FLOW STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 28
FOR THE YEAR ENDED 30TH JUNE 2008
Group CompanyNote 2008 2007 2008 2007
RM RM RM RM
CASH FLOWS FROM OPERATING ACTIVITIESProfit/(loss) before taxation 157,206 (2,563,289) 58,154 63,399Adjustments for:-
Allowance for specific doubtful debts 365,255 808,499 - -Amortisation of prepaid lease payments 26,291 31,143 - -Deposit forfeited - 24,839 - -Depreciation 1,959,256 2,716,432 - -Fair value adjustment (Note 8) (182,247) - - -Foreign currency exchange loss- unrealised 51,284 - - -Interest expenses 25 2,699,270 2,412,498 - -Inventories written down 10,600 - - -Loss on disposal of investment 1,400 - - -Property, plant and equipment written off 53,700 65,824 - -Allowance for specific doubtful debts no longer
required (62,823) (3,196) - -(Gain)/loss on disposal of property, plant and
equipment (604,474) 11,537 - -General allowance for doubtful debts no longer
required - (45,000) - -Interest income (108,273) (1,638) - -Net dividend received - - (118,400) (109,500)Tax on dividend - - (41,600) (40,500)Waiver of debts - (7,579) - -
Operating profit/(loss) before working capital changes 4,366,445 3,450,070 (101,846) (86,601)
Increase in inventories (5,171,629) (3,697,894) - -(Increase)/decrease in receivables (473,429) (11,666,536) 5,167 (5,167)Decrease in amount due from subsidiary companies - - 200,000 359,455Increase/(decrease) in amount due to subsidiary
companies - - (200,000) 658,456Increase/(decrease) in payables 4,159,800 13,991,429 (13,219) (38,703)Increase in amount due to Directors 520,114 4,684,741 - -
Cash generated from/(absorbed by) operations 3,401,301 6,761,810 (109,898) 887,440Interest paid (2,699,270) (2,412,498) - -
Tax (paid)/refunded (539,158) (421,563) - 33,818
Net cash from/(used in) operating activities 162,873 3,927,749 (109,898) 921,258
CASH FLOWS FROM INVESTING ACTIVITIESDividend received - - 118,400 109,500Interest received 90,931 674 - -Proceeds from disposal of property, plant and
equipment 1,093,081 272,350 - -Proceeds from disposal of investment 2,200 - - -Purchase of property, plant and equipment 30 (775,726) (724,712) - -Investment in subsidiary and subsubsidiary
companies 31 - - - (900,000)
Net cash from/(used in) investing activities 410,486 (451,688) 118,400 (790,500)
CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issuance of shares by a
subsidiary company 31 - 856,900 - -Net proceeds from /(repayment of) short term
borrowings 3,525,148 (126,072) - -Repayment of hire purchase creditors (72,337) (122,403) - -Repayment of term loans (755,358) (676,637) - -
Net cash from/(used in) financing activities 2,697,453 (68,212) - -
CASH FLOW STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)29
FOR THE YEAR ENDED 30TH JUNE 2008
Group CompanyNote 2008 2007 2008 2007
RM RM RM RM
NET INCREASE IN CASH & CASH EQUIVALENTS 3,270,812 3,407,849 8,502 130,758
Effect of exchange rate changes 124,369 (20,312) - -
CASH & CASH EQUIVALENTS BROUGHT FORWARD (11,893,132) (15,280,669) 138,933 8,175
CASH & CASH EQUIVALENTS CARRIED FORWARD 17 (8,497,951) (11,893,132) 147,435 138,933
The above cash flow statements is to be read in conjunction with the notes to the financial statements set out on pages 30 to 58.
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 30
1. PRINCIPAL ACTIVITIES AND GENERAL INFORMATION
The principal activity of the Company is that of investment holding. The principal activities of the subsidiary companies
are described in Note 9 of the Notes to the Financial Statements. There have been no significant changes in the nature
of these activities during the financial year.
The Company is a public limited liability company, incorporated and domiciled in Malaysia. The registered office of the
Company is located at Ground Floor, 8, Lorong Universiti B, Section 16, 46350 Petaling Jaya, Selangor Darul Ehsan. The
principal place of business of the Company is located at No. 3, Jalan Kapal, Kawasan Perindustrian Tongkang Pecah,
83010 Batu Pahat, Johor Darul Takzim.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the
Directors dated 28th October 2008.
2. SIGNIFICANT ACCOUNTING POLICIES
Unless otherwise stated, the following accounting policies have been applied consistently in dealing with items that are
considered material in relation to the financial statements.
a) Basis of preparation
The financial statements of the Group and Company have been prepared:-
i) in accordance with the applicable approved Financial Reporting Standards (FRS), the accounting standards for
entities other than private entities issued by the Malaysian Accounting Standards Board (MASB), accounting
principles generally accepted in Malaysia and the provisions of the Companies Act, 1965; and
ii) under the historical cost convention, unless otherwise indicated and as modified by the revaluation of certain
property, plant and equipment, prepaid land leases and investment properties, which have been measured at
fair value.
The financial statements are presented in Ringgit Malaysia (RM), unless otherwise indicated.
b) Subsidiary companies and basis of consolidation
i) Subsidiary companies
Subsidiary companies are entities over which the Group or the Company has the ability to control the financial
and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting
rights that are currently exercisable or convertible are considered when assessing whether the Group has such
power over another entity.
In the Company's separate financial statements, investments in subsidiary companies are stated at cost less
impairment losses. On disposal of such investments, the difference between net disposal proceeds and their
carrying amounts is included in profit or loss.
ii) Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiary
companies as at the balance sheet date. The financial statements of the subsidiary companies are prepared for
the same reporting date as the Company.
Subsidiary companies are consolidated from the date of acquisition, being the date on which the Group or the
Company obtains control, and continue to be consolidated until the date that such control ceases. In preparing
the consolidated financial statements, intragroup balances, transactions and unrealised gains or losses are
eliminated in full. Uniform accounting policies are adopted in the consolidated financial statements for like
transactions and events in similar circumstances.
Acquisitions of subsidiary companies are accounted for using the purchase method. The purchase method of
accounting involves allocating the cost of the acquisition to the fair value of the assets acquired and liabilities
and contingent liabilities assumed at the date of acquisition. The cost of an acquisition is measured as the
aggregate of the fair values, at the date of exchange, of the assets given, liabilities incurred or assumed, and
equity instruments issued, plus any costs directly attributable to the acquisition.
30TH JUNE 2008
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)31
NOTES TO THE FINANCIAL STATEMENTS 30TH JUNE 2008
2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
b) Subsidiary companies and basis of consolidation (cont’d)
ii) Basis of consolidation (cont’d)
Any excess of the cost of the acquisition over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities represents goodwill.
Any excess of the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition is recognised immediately in profit or loss.
Minority interests represent the portion of profit or loss and net assets in subsidiaries not held by the Group. It is measured at the minorities' share of the fair value of the subsidiary companies' identifiable assets and liabilities at the acquisition date and the minorities' share of changes in the subsidiary companies' equity since then.
c) Intangible assets
i) Goodwill
Goodwill acquired in a business combination is initially measured at cost being the excess for the cost of business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortised but instead, it is reviewed for impairment, annually or morefrequently if events or changes in circumstances indicate that the carrying value may be impaired. Gains and losses on the disposal of an entitiy include the carrying amount of goodwill relating to the entity sold.
ii) Other intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair values as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised on a straight-line basis over the estimated economic useful lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each balance sheet date.
Intangible assets with indefinite useful lives are not amortised but tested for impairment annually or morefrequently if the events or changes in circumstances indicate the carrying value may be impaired either individually or at the cash-generating unit level. The useful life of an intangible asset with an indefinite life is also reviewed annually to determine whether the useful life assessment continues to be supportable.
iii) Research and development costs
Research and development costs are recognised as an expense when incurred.
d) Property, plant and equipment
Property, plant and equipment are initially recorded at cost. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the Company and the cost of the item can be measured reliably.The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
Subsequent to recognition, property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.
Freehold land and buildings are stated at revalued amount, which is the fair value at the date of the revaluation less any accumulated impairment losses. Fair value is determined from market-based evidence by appraisal that is undertaken by professionally qualified valuers.
Revaluations are performed with sufficient regularity to ensure that the fair value of a revalued asset does not differ materially from that which would be determined using fair values at the balance sheet date. Any revaluation surplus is credited to the revaluation reserve included within equity, except to the extent that it reverses a revaluation decrease for the same asset previously recognised in profit or loss, in which case the increase is recognised in profit or loss to the extent of the decrease previously recognised. A revaluation deficit is first offset against unutilised previously recognised revaluation surplus in respect of the same asset and the balance is thereafter recognised in profit or loss. Upon disposal or retirement of an asset, any revaluation reserve relating to the particular asset is transferred directly to retained earnings.
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 32
30TH JUNE 2008
2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
d) Property, plant and equipment (cont’d)
Freehold land has an unlimited useful life and therefore is not depreciated. Depreciation of other property, plant and
equipment is calculated on the straight line basis to write off the cost of each asset to its residual value over the
estimated useful life.
The principal annual rates of depreciation used are as follows:-
Buildings 33-41 years
Air conditioners and air curtains 10%
EDP/IT equipment 10%
Electrical installation 10%
Furniture, fittings and renovations 10%-50%
Machinery and equipment 10%
Models 10%
Office equipment 10% - 18%
Warehouse equipment 10%
Motor vehicles 20%
Counter set-up 20%-33 1/3%
The residual values, useful life and depreciation method are reviewed at each financial year end to ensure that the
amount, method and period of depreciation are consistent with previous estimates and the expected pattern of
consumption of the future economic benefits embodied in the items of property, plant and equipment.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are
expected from its use or disposal. The difference between the net disposal proceeds, if any, and the net carrying
amount is recognised in profit or loss and the unutilised portion of the revaluation surplus on that item is taken
directly to retained earnings.
e) Operating leases
Leases where substantially all the risks and rewards incidental to ownership of the assets remain with the lessor are
accounted for as operating leases. Operating lease rentals payable are recognised as an expense on a straight line
basis over the lease term.
Prepaid lease payments, including prepaid land leases, comprise of up-front payments for leasehold land where
ownership of the land is not transferred to the Group or the Company at the end of the lease term. Prepaid lease
payments is carried at cost or surrogate carrying amount and is amortised on a straight-line basis over the
remaining lease term.
f) Investment properties
Investment properties are properties held for long term rental yield and/or for capital appreciation; and is not
occupied by the Group or the Company. Such properties are measured initially at cost, including transaction costs.
Subsequent to initial recognition, investment property are stated at fair value. Fair value is arrived at by reference to
market evidence for which the properties could be exchanged between knowledgeable, willing parties in an arm's
length transaction and is performed by registered independent valuers having an appropriate recognised
professional qualification and recent experience in the location and category of the properties being valued.
Gains or losses arising from changes in the fair values of investment properties are recognised in profit or loss in the
financial period in which they arise.
A property interest under an operating lease is classified and accounted for as an investment property when the
Group holds it for long term rental yield and/or capital appreciation. Such property interest is carried at fair value.
Investment properties are derecognised when they have been disposed or when the investment property is
permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses
on the retirement or disposal are recognised in profit or loss in the financial period of the retirement or disposal.
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)33
30TH JUNE 2008
2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
g) Investments
Non-current investments other than investments in subsidiary companies are stated at cost less impairment losses,
if any. On disposal of an investment, the difference between net disposal proceeds and its carrying amount is
recognised in profit or loss.
Marketable securities are carried at the lower of cost and market value, determined on an aggregate portfolio basis
by category of investment. Cost is derived using the weighted average basis. Market value is calculated by
reference to stock exchange quoted selling prices at the close of business on the balance sheets date. Increases or
decreases in the carrying amount of marketable securities are recognised in profit or loss. On disposal of an
investment, the difference between net disposal proceeds and its carrying amount is recognised in profit or loss.
h) Inventories
Inventories comprise of fabrics, dye stuffs, chemical products, packing materials, fuel and gas, various types of
garments and other accessories which are valued at the lower of cost and net realisable value on the first-in,
first-out method. Cost consist of direct materials, direct labour and other incidental cost of bringing the inventories to
their present condition and location.
Net realisable value is the estimate of the selling price in the ordinary course of business, less the costs of
completion and selling expenses.
i) Receivables
Receivables are carried at anticipated realisable value. Bad debts are written off in the financial year in which they
are identified. An estimate is made for doubtful debts based on a review of all outstanding amounts as at balance
sheet date.
j) Cash and cash equivalents
Cash comprises of cash at bank and cash in hand including bank overdraft and deposits. Cash equivalents
comprises of investments maturing within three months from the date of acquisition and which are readily
convertible to known amount of cash which are subject to an insignificant risk of change in value.
k) Impairment of assets
At each balance sheet date, the carrying values of assets (other than inventories, deferred tax assets and financial
assets) are reviewed for impairment to determine whether there is an indication that the assets might be impaired. If
any such indication exists, the asset's recoverable amount is estimated to determine the amount of impairment loss.
Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. The
recoverable amount is the higher of an asset’s net selling price and its value in use, which is measured by reference
to discounted future cash flows. Recoverable amounts are estimated for individual assets, or if it is not possible, for
the cash-generating unit. Irrespective of whether there is any indication of impairment, goodwill and intangible asset
with an indefinite useful life are tested for impairment annually.
An impairment loss is recognised in profit or loss in the period in which it arises, unless the asset is carried at a
revalued amount, in which case the impairment loss is accounted for as a revaluation decrease to the extent the
impairment loss does not exceed the amount held in the asset revaluation reserve for the same asset.
Subsequent increase in the recoverable amount of an asset is treated as reversal of the previous impairment loss
and is recognised to the extent of the carrying amount of the asset that would have determined (net of amortisation
and depreciation) had no impairment loss been recognised. The reversal is recognised in the income statement
immediately, unless the asset is carried at revalued amount. A reversal of an impairment loss on a revalued asset is
credited directly to revaluation surplus. However, to the extent that an impairment loss on the same revalued asset
was previously recognised as an expense in the income statement, a reversal of that impairment loss is recognised
as income in the income statement. An impairment loss of goodwill is not reversed.
l) Payables
Payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and
services received.
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 34
30TH JUNE 2008
2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
m) Finance lease and hire purchase arrangements
Assets held under finance lease and hire purchase contracts are assets where substantially all the risks and rewards
of ownership of the assets have been passed to the Group or the Company. They are capitalised and depreciated
over their estimated useful lives according to the rates as set out in Note 2(d). Finance charges of the lease rental
obligations and hire purchase instalments are charged to the income statement over the period of the respective
agreements using the “Sum-of-Digits” method to give a constant periodical rate of interest on the remaining finance
lease and hire purchase liabilities.
n) Equity instruments
Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which
they are declared.
The transaction costs of an equity transaction are accounted for as a deduction from equity, net of tax. Equity
transaction costs comprise only those incremental external costs directly attributable to the equity transaction which
would otherwise have been avoided.
o) Revenue recognition
Revenue from sales of goods are recognised upon delivery of products and customers' acceptance, if any, net of
returns and discounts.
Revenue from sales of services are recognised upon rendering of services to customers and customers' acceptance,
net of discounts.
Dividend income is recognised when the shareholder's right to receive payment is established.
Rental income is recognised on an accrual basis in accordance with the substance of the relevant agreement.
p) Government grants
Government grants are recognised initially at their fair value in the balance sheet as deferred income where there is
reasonable assurance that the grant will be received and all attaching conditions will be complied with. Grants that
compensate the Company for expenses incurred are recognised as income over the periods necessary to match the
grant on a systematic basis to the costs that it is intended to compensate. Grants that compensate the Company for
the cost of an asset are recognised as income on a systematic basis over the useful life of the asset.
q) Borrowing costs
All interest and other costs incurred in connection with borrowings are expensed as incurred.
r) Taxation
Income tax on the profit or loss for the financial year comprises current and deferred tax. Current tax is the
expected amount of income taxes payable in respect of the taxable profit for the financial year and is measured using
the tax rates that have been enacted at the balance sheet date.
Deferred tax is provided in the financial statements, using the liability method, on temporary differences at the
balance sheet date between the tax bases of assets and liabilities and their carrying amounts in the financial
statements. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are
recognised for all deductible temporary differences, unused tax credits and losses. Deferred tax assets are
recognised to the extent that it is probable that taxable profit will be available against the temporary differences and
unused tax credits and losses. Deferred tax is not recognised if the temporary difference arises from goodwill or
negative goodwill or from the initial recognition of an asset or liability in a transaction which is not a business
combination and at the time of the transaction, affects neither accounting profit nor taxable profit.
Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the
liability is settled, based on tax rates that have been enacted at the balance sheet date. Deferred tax is recognised
in the income statement, except when it arises from a transaction which is recognised directly in equity, in which case
the deferred tax is also charged or credited directly in equity, or when it arises from a business combination that is
an acquisition, in which case the deferred tax is included in the resulting goodwill or the amount of any excess of the
acquirer's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities over the
cost of the combination.
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)35
30TH JUNE 2008
2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
s) Foreign currencies
Transactions in foreign currencies are recorded in Ringgit Malaysia at rates of exchange ruling at the time of the
transactions. Foreign currency monetary assets and liabilities are translated at exchange rates ruling at balance
sheet date.
Gains and losses from conversion of short term assets and liabilities, whether realised or unrealised are included in
operating profit or loss as they arise.
The assets and liabilities of the foreign entities are translated at financial year end rates and operating results are
translated at the average exchange rates for the year, which approximates the exchange rates at the dates of the
transactions. Gains and losses arising on translation are taken directly to the foreign exchange translation reserve.
All other foreign exchange differences are recognised in profit or loss in the financial period in which they arise.
The principal closing rates used are as follows:-
2008 2007
RM RM
1 Singapore Dollar 2.40 2.28
1 Euro 5.14 4.60
1 US Dollar 3.27 3.44
100 Hong Kong Dollar 41.89 44.20
100 China Renminbi 47.61 45.32
t) Employee benefits
i) Short term benefits
Wages, salaries, bonuses and social security contributions are recognised as an expense in the financial year
in which the associated services are rendered by employees. Short term accumulating compensated absences
such as paid annual leave are recognised when services are rendered by employees that increase their
entitlement to future compensated absences, and short term non-accumulating compensated absences such
as sick leave are recognised when the absences occur.
ii) Defined contribution plan
Defined contribution plans are post-employment benefit plans under which the Company or the Group pays
fixed contributions into separate entities or funds and will have no legal or constructive obligation to pay further
contributions if any of the funds do not hold sufficient assets to pay all employee benefits relating to employee
services in the current and preceding financial years. Such contributions are recognised as an expense in the
profit or loss as incurred. As required by law, companies in Malaysia make such contributions to the Employees
Provident Fund ("EPF"). The Group's foreign subsidiary companies also make contributions to its respective
country's statutory pension scheme.
u) Related parties
Related parties are entities with common directors or shareholders wherein one party has the ability to control or
exercise significant influence over the other parties in financial or operating policy decision.
v) Financial instruments
Financial instruments carried on the balance sheet include cash and bank balances, receivables, payables,
borrowings and equity instrument. The particular recognition methods adopted are disclosed in the individual
accounting policy statements associated with each item.
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual
arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as liability are
reported as expense or income. Distributions to holders of financial instruments classified as equity are charged
directly to equity. Financial instruments are offset when the Company has a legally enforceable right to set off the
recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability
simultaneously.
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 36
30TH JUNE 2008
2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
w) Dividends
Dividends on ordinary shares, if approved by the shareholders will be accounted for in shareholders' equity as an
appropriation of retained earnings in the financial year in which they are declared.
3. CHANGES IN ACCOUNTING POLICIES AND EFFECTS ARISING FROM ADOPTION OF NEW AND REVISED FRSs
The accounting policies adopted by the Group and the Company are consistent with those adopted in the previous
financial year.
The MASB has also issued the following FRSs and Interpretations that are effective for annual periods beginning on or
after the respective effective dates as stated below:
FRSs / Interpretations Effective date
FRS 6, Exploration for and Evaluation of Mineral Resources 1 January 2007
FRS 107, Cash Flow Statements 1 July 2007
FRS 111, Construction Contracts 1 July 2007
FRS 112, Income Taxes 1 July 2007
FRS 118, Revenue 1 July 2007
Amendment to FRS 1192004, Employee Benefits - Actuarial Gains and Losses, Group Plans and 1 January 2007
Disclosures
FRS 120, Accounting for Government Grants and Disclosure of Government Assistance 1 July 2007
Amendment to FRS 121, The Effects of Changes in Foreign Exchange Rates 1 July 2007
- Net Investment in a Foreign Operation
FRS 134, Interim Financial Reporting 1 July 2007
FRS 137, Provisions, Contingent Liabilities and Contingent Assets 1 July 2007
FRS 139, Financial Instruments: Recognition and Measurement To be announced
IC Interpretation 1, Changes in Existing Decommissioning, Restoration and Similar Liabilities 1 July 2007
IC Interpretation 2, Members' Shares in Co-operative Entities and Similar Instruments 1 July 2007
IC Interpretation 5, Rights to Interests arising from Decommissioning, Restoration and 1 July 2007
Environmental Rehabilitation Funds
IC Interpretation 6, Liabilities arising from Participating in a Specific Market 1 July 2007
- Waste Electrical and Electronic Equipment
IC Interpretation 7, Applying the Restatement Approach under FRS 129, Fianacial Reporting 1 July 2007
in Hyperinflationary Economies
IC Interpretation 8, Scope of FRS 2 1 July 2007
The Group and the Company has adopted the above-mentioned FRSs and Interpretations for the annual period
beginning 1 July 2007 except for FRS 139, Financial Instruments: Recognition and Measurement which the effective date
has yet to be announced.
The impact of applying FRS 139 on the financial statements upon first adoption as required by paragraph 30(b) of FRS
108, Accounting Policies, Changes in Accounting Estimates and Errors is not disclosed by virtue of the exemption given
in FRS 139.103AB.
The initial application of FRS 107, FRS 112, FRS 118, FRS 120, Amendment to FRS 121, FRS 134 and FRS 137 is not
expected to have any material impact on the financial statements of the Group and the Company.
FRS 6, FRS 111, Amendment to FRS 1192004 and the Interpretations listed above are not applicable to the Group and
the Company. Hence, no further disclosure is warranted.
4. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and judgments are continually evaluated by the Directors and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group
and the Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by
definition, rarely equal the related actual results.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recoginsed in the period in which the estimate is revised and in any future periods affected.
There is no material estimates and assumptions that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year.
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)37
30TH JUNE 2008
5. FINANCIAL RISK MANAGEMENT POLICIES
The Group's and Company’s financial risk management policy seeks to ensure that adequate financial resources are
available for the development of the Group's and Company’s business whilst managing its risks. The Group's and
Company’s activities expose it to limited financial risk, principally credit risk, interest rate risk, foreign currency risk,
liquidity and cash flow risk. The Board reviews and agree policies for managing these financial risk. Credit sales are
mainly to long-established customers. For new customers, the Group and Company accepts a minimum level of credit
risk by limiting the credit amounts and these amounts are revised regularly based upon the customer’s payment pattern.
To manage liquidity risks, the Group and Company relies on its management of working capital to ensure that the cash
flows within the operating cycle are sustainable. The Group and Company have sufficient short term borrowing facilities
to meet its short-term funding needs. The Group and Company operates within clearly defined guidelines that are
approved by the Board and the Company's policy is not to engage in speculative transactions.
6. PROPERTY, PLANT AND EQUIPMENT
COST/VALUATION
Foreign
Group At exchange Written At
2008 01.07.07 translation Additions Disposals off 30.06.08
RM RM RM RM RM RM
At valuation
Freehold land 4,940,000 - - - - 4,940,000
Buildings 13,570,000 - - - - 13,570,000
At cost
Air-conditioners and air
curtains 285,133 - 54,003 - - 339,136
EDP/IT equipment 271,604 - 49,278 - (4,578) 316,304
Electrical installation 1,429,638 - 51,136 (49,376) (20,568) 1,410,830
Furniture, fittings and
renovations 3,357,439 1,384 64,893 (10,696) (103,588) 3,309,432
Machinery and equipment 16,514,518 - 12,870 (2,394,565) - 14,132,823
Models 120,808 - - - (1,680) 119,128
Office equipment 1,711,427 2,692 68,089 (4,899) (24,614) 1,752,695
Warehouse equipment 23,250 - - - - 23,250
Motor vehicles 2,132,069 - 306,029 (389,113) - 2,048,985
Counter set-up 778,753 - 364,428 - - 1,143,181
45,134,639 4,076 970,726 (2,848,649) (155,028) 43,105,764
COST/VALUATION
Foreign
Group At exchange Written At
2007 01.07.06 translation Additions Disposals off 30.06.07
RM RM RM RM RM RM
At valuation
Freehold land 5,120,000 - - (180,000) - 4,940,000
Buildings 13,665,000 - - (95,000) - 13,570,000
At cost
Air-conditioners and air
curtains 258,233 - 26,900 - - 285,133
EDP/IT equipment 310,664 - 17,210 (10,739) (45,531) 271,604
Electrical installation 1,412,222 - 22,916 - (5,500) 1,429,638
Furniture, fittings and
renovations 3,453,956 639 13,109 - (110,265) 3,357,439
Machinery and equipment 15,112,021 - 1,402,497 - - 16,514,518
Models 120,753 - 3,400 - (3,345) 120,808
Office equipment 1,647,181 597 67,549 - (3,900) 1,711,427
Warehouse equipment 23,250 - - - - 23,250
Motor vehicles 2,145,569 - 2,500 (16,000) - 2,132,069
Counter set-up 534,670 - 244,083 - - 778,753
43,803,519 1,236 1,800,164 (301,739) (168,541) 45,134,639
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 38
30TH JUNE 2008
6. PROPERTY, PLANT AND EQUIPMENT (cont’d)
ACCUMULATED DEPRECIATION
Foreign
Group At exchange Written At
2008 01.07.07 translation Additions Disposals off 30.06.08
RM RM RM RM RM RM
At valuation
Freehold land - - - - - -
Buildings 804,866 - 402,432 - - 1,207,298
At cost
Air-conditioners and air
curtains 224,922 - 16,702 - - 241,624
EDP/IT equipment 153,905 - 27,496 - (3,978) 177,423
Electrical installation 1,096,458 - 103,462 (29,625) (10,753) 1,159,542
Furniture, fittings and
renovations 2,523,529 1,384 215,699 (7,628) (63,409) 2,669,575
Machinery and equipment 12,244,801 - 732,664 (1,932,696) - 11,044,769
Models 95,342 - 5,530 - (840) 100,032
Office equipment 1,395,208 1,405 76,511 (980) (22,348) 1,449,796
Warehouse equipment 10,600 - 2,325 - - 12,925
Motor vehicles 1,842,688 - 204,453 (389,113) - 1,658,028
Counter set-up 438,290 - 171,982 - - 610,272
20,830,609 2,789 1,959,256 (2,360,042) (101,328) 20,331,284
ACCUMULATED DEPRECIATION
Foreign
Group At exchange Written At
2007 01.07.06 translation Additions Disposals off 30.06.07
RM RM RM RM RM RM
At valuation
Freehold land - - - - - -
Buildings 320,509 - 487,071 (2,714) - 804,866
At cost
Air-conditioners and air
curtains 212,882 - 12,040 - - 224,922
EDP/IT equipment 164,913 - 25,671 (8,738) (27,941) 153,905
Electrical installation 967,297 - 130,994 - (1,833) 1,096,458
Furniture, fittings and
renovations 2,331,387 547 259,523 - (67,928) 2,523,529
Machinery and equipment 10,841,936 - 1,402,865 - - 12,244,801
Models 89,499 - 6,958 - (1,115) 95,342
Office equipment 1,296,414 148 102,546 - (3,900) 1,395,208
Warehouse equipment 8,275 - 2,325 - - 10,600
Motor vehicles 1,680,529 - 168,559 (6,400) - 1,842,688
Counter set-up 320,410 - 117,880 - - 438,290
18,234,051 695 2,716,432 (17,852) (102,717) 20,830,609
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)39
30TH JUNE 2008
6. PROPERTY, PLANT AND EQUIPMENT (cont’d)
NET BOOK VALUE
At At
Group 2008 2007
RM RM
At valuation
Freehold land 4,940,000 4,940,000
Buildings 12,362,702 12,765,134
At cost
Air-conditioners and air curtains 97,512 60,211
EDP/IT equipment 138,881 117,699
Electrical installation 251,288 333,180
Furniture, fittings and renovations 639,857 833,910
Machinery and equipment 3,088,054 4,269,717
Models 19,096 25,466
Office equipment 302,899 316,219
Warehouse equipment 10,325 12,650
Motor vehicles 390,957 289,381
Counter set-up 532,909 340,463
22,774,480 24,304,030
The freehold land and buildings of the Group were revalued based on opinion of value expressed by an independent firm
of external professional valuers, JS Valuers Property Consultant (Johore) Sdn. Bhd., using generally open market value
basis in May 2006.
The land and buildings of the Group that have been charged to financial institutions for various credit facilities granted to
the Group are as follows:-
Group
2008 2007
RM RM
Net book value of assets pledged as security for bank borrowings
- freehold land 4,940,000 4,940,000
- buildings 12,362,702 12,765,134
17,302,702 17,705,134
Group
2008 2007
RM RM
Net book value of revalued land and buildings, had these assets
been carried at cost less accumulated depreciation
- freehold land 914,313 914,313
- buildings 4,299,221 4,415,571
5,213,534 5,329,884
Details of assets under finance lease and hire purchase:-
Group
2008 2007
RM RM
Motor vehicles
- cost 419,666 462,847
- net book value at year end 290,278 207,866
Details of assets under term loan financing:-
Machinery and equipment
- cost 1,685,925 2,615,925
- net book value at year end 1,312,893 2,225,485
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 40
30TH JUNE 2008
7. PREPAID LAND LEASES
Group
2008 2007
RM RM
Short-term lease
At valuation
At beginning/end of the year 930,000 930,000
Accumulated amortisation
At beginning of the year 52,582 21,439
Charge for the financial year 26,291 31,143
At end of the year 78,873 52,582
Net carrying amount 851,127 877,418
The surrogate carrying amount of the prepaid land leases were revalued based on opinion of value expressed by an
independent firm of external professional valuers, JS Valuers Property Consultant (Johore) Sdn. Bhd., using generally
open market value basis in May 2006.
The prepaid land leases has been charged to licensed commercial banks for various credit facilities granted to the
Group.
8. INVESTMENT PROPERTIES
Group
2008 2007
RM RM
At fair value
At beginning of the year 10,950,753 10,950,753
Fair value adjustments (Note 26) 182,247 -
At end of the year 11,133,000 10,950,753
The following investment properties are held under lease terms:-
Group
2008 2007
RM RM
Leasehold land 950,000 936,986
Buildings 2,533,000 2,463,142
3,483,000 3,400,128
The investment properties have been charged to financial institutions for various credit facilities granted to the Group.
Group
2008 2007
RM RM
Fair value of investment properties pledged as security for bank borrowings
- freehold land 3,050,000 3,050,000
- leasehold land 950,000 936,986
- buildings 7,133,000 6,963,767
11,133,000 10,950,753
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)41
30TH JUNE 2008
9. INVESTMENT IN SUBSIDIARY COMPANIES
Company
2008 2007
RM RM
In Malaysia
Unquoted shares, at cost 37,864,412 37,864,412
The details of the subsidiary companies are as follows:-
Country of
Name incorporation Effective interest Principal activities
2008 2007
a) Yong Tai Brothers Trading Sdn. Bhd. Malaysia 100% 100% Trading and retailing of textile and
garment products
b) Golden Vertex Sdn. Bhd. Malaysia 100% 100% Manufacturing of textile and garment
products
c) Syarikat Koon Fuat Industries Malaysia 100% 100% Manufacturing and dyeing of all types of
Sdn. Bhd. fabric and related products
d) Yuta Realty Sdn. Bhd. Malaysia 100% 100% Property development and investment
holding
e) The Image Outlet Sdn. Bhd. Malaysia 100% 100% Trading and retailing of textile and
garment products and related fashion
accessories
f) Yong Tai Samchem Sdn. Bhd. Malaysia 60% 60% Investment holding
Subsidiary of Yong Tai Samchem Sdn. Bhd.:-
*YongTai Samchem (HK) Company Hong Kong 65%** 65%** Investment holding; and trading of
Limited chemical products
Subsidiary of YongTai Samchem (HK) Company Limited:-
*Shanghai Sino-Malaysian International China 100%*** 100%*** Trading of chemical products
Trading Co., Ltd.
* Subsidiaries not audited by T H Law & Co.** Direct interest by Yong Tai Samchem Sdn. Bhd.*** Direct interest by YongTai Samchem (HK) Company Limited.
a) In the last financial year, the Company subscribed to an additional 900,000 ordinary shares of RM 1.00 each of Yong
Tai Samchem Sdn. Bhd. at par for a cash consideration of RM 900,000. The Company's equity interest in Yong Tai
Samchem Sdn. Bhd. remained at 60%.
b) In the last financial year, the Company through its subsidiary, Yong Tai Samchem Sdn. Bhd., subscribed to an
additional 1,010,685 ordinary shares of HK$ 1.00 each of YongTai Samchem (HK) Company Limited at par for a cash
consideration of HK$ 1,010,685 (RM 477,100). The direct equity interest of the subsidiary company in YongTai
Samchem (HK) Company Limited remained at 65%.
10. INVESTMENTS
Group
2008 2007
RM RM
In Malaysia
Quoted shares, at cost - 3,600
Market value of quoted shares - 2,130
The shortfall in market value of quoted shares held by the Group was deemed temporary and as such, the Directors did
not recommend any allowance for diminution in value of investment.
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 42
30TH JUNE 2008
11. DEFERRED TAX (ASSET)/LIABILITY
Group
2008 2007RM RM
At beginning of the year 973,246 3,371,170- effects of adopting FRS 140 (Note 29) - (110,744)
973,246 3,260,426
Recognised in income statement (Note 27)
- current year relating to temporary differences (70,500) (95,130)
- current year relating to unrealised foreign currency exchange loss (10,300) -
- current year relating to unused tax credits and losses (160,780) 322,930
(241,580) 227,800
Recognised in income statement (Note 27)- under/(over) provision in prior year relating to temporary differences 3,000 (2,400)
Recognised in revaluation reserve
- (reversal)/arising from revaluation surplus - (2,413,000)
- transfer to revaluation reserve (Note 29) (43,557) (69,780)- realisation of revaluation reserve upon disposal (Note 29) - (5,300)
- effects of RPGT exemption (Note 29) - (24,500)
(43,557) (2,512,580)
At end of the year 691,109 973,246
Presented after appropriate offsetting as follows:-Group
2008 2007
RM RM
Deferred tax asset (14,600) (261,600)
Deferred tax liability 705,709 1,234,846
691,109 973,246
The components of deferred tax (asset)/liability as at balance sheet date, prior to offsetting are as follows:-
Group
2008 2007RM RM
Tax effect of revaluation of leasehold land and buildings 876,709 920,266
Tax effect of the excess of property, plant and equipment's netbook value over its tax written down value 414,500 644,200
Tax effect of unrealised foreign currency exchange loss 10,300 -
Tax effect of allowance for doubtful debts (88,600) -
Tax effect of unabsorbed tax losses (211,400) (100,000)Tax effect of unused capital allowances (310,400) (491,220)
Net deferred tax liability 691,109 973,246
As at balance sheet date, the amount of deferred tax asset that has not been recognised in the balance sheet is as
follows:-
Group
2008 2007RM RM
Unutilised capital allowances 722,800 580,900
Unabsorbed tax losses 4,177,500 4,376,500
4,900,300 4,957,400
Deferred tax asset has not been recognised in respect of the above items as it is not probable that sufficient taxable profit will be available against which the items can be utilised.
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)43
30TH JUNE 2008
12. INVENTORIES
Inventories comprise of the following:-
Group
2008 2007
RM RM
At cost
Raw materials 5,760,451 4,058,838
Work-in-progress 1,986,589 2,006,147
Finished goods 26,528,301 23,283,697
34,275,341 29,348,682
At net realisable value
Finished goods 95,323 -
34,370,664 29,348,682
13. TRADE RECEIVABLES
Group
2008 2007
RM RM
Trade receivables 47,690,351 49,071,205
Less: Allowance for specific doubtful debts (5,667,338) (5,364,906)
42,023,013 43,706,299
Included in the balance is an aggregated amount of RM 719,730 (2007: RM 484,084) due from companies where certain
Directors have interest.
14. OTHER RECEIVABLESGroup Company
2008 2007 2008 2007RM RM RM RM
Analyse into:-
Non-trade receivables 482,375 630,430 - 5,167
Deposits 1,730,127 1,828,113 1,000 1,000
Prepayments 2,472,889 1,531,232 - -
4,685,391 3,989,775 1,000 6,167
Less: Allowance for specific doubtful debts (244,020) (244,020) - -
4,441,371 3,745,755 1,000 6,167
15. AMOUNT DUE FROM/(TO) SUBSIDIARY COMPANIES
Company
Amount due from/(to) subsidiary companies arose mainly from inter-company advances which bear no interest,
unsecured and no scheme of repayment has been arranged.
16. FIXED DEPOSITS
Group
2008 2007
RM RM
Fixed deposits with licensed commercial banks 474,164 26,822
The fixed deposits of RM 474,164 (2007: RM 26,822) of the subsidiary companies are pledged to licensed commercial
banks for credit facilities granted to the subsidiary companies.
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 44
30TH JUNE 2008
17. CASH AND CASH EQUIVALENTS
Cash and cash equivalents included in the cash flow statement comprise the following balance sheet amounts:-
Group Company2008 2007 2008 2007
RM RM RM RM
Cash and bank balances 8,388,448 4,698,721 147,435 138,933
Bank overdraft (16,886,399) (16,591,853) - -
(8,497,951) (11,893,132) 147,435 138,933
The bank overdraft is secured by way of:-
a) first party fixed charge over the Group's freehold land, buildings, investment properties and prepaid land leases.
b) fixed charge over assets of a subsidiary company.
c) joint and several guarantee by certain Directors of the Group.
d) legal charge over freehold land and buildings of certain Directors of the Group.
e) corporate guarantee by the Company.
The interest is charged at 1.5% to 2.0% above the bank's base lending rate. The effective interest rate is 8.38% (2007:
8.35%) per annum.
18. SHARE CAPITAL
Group & Company
2008 2007
RM RM
Authorised:-
Ordinary shares of RM1 each 50,000,000 50,000,000
Issued and fully paid:-
Ordinary shares of RM1 each 40,115,000 40,115,000
19. RESERVESGroup Company
2008 2007 2008 2007Non-distributable RM RM RM RM
Share premiumAt beginning/end of the year 1,626,071 1,626,071 1,626,071 1,626,071
Revaluation reserve (Note 29) 4,064,116 4,020,559 - -
Foreign exchange reserve
Exchange difference on translation of
oversea subsidiary companies 113,907 17,615 - -
5,804,094 5,664,245 1,626,071 1,626,071
Distributable
Unappropriated profits 1,120,448 2,811,538 1,633,793 1,602,628
6,924,542 8,475,783 3,259,864 3,228,699
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)45
30TH JUNE 2008
20. BORROWINGS
Group
2008 2007
Non-current RM RM
Secured
Term loans 1,069,165 1,559,259
Hire purchase creditors 119,130 26,540
1,188,295 1,585,799
Current
Secured
Bankers acceptances 16,138,211 12,687,204
Term loans 501,169 766,433
Hire purchase creditors 87,207 57,134
Letters of credit and trust receipts 74,141 -
16,800,728 13,510,771
Total borrowings 17,989,023 15,096,570
The short term borrowings (bankers acceptances, letters of credit and trust receipts) amounting to RM16,212,352
(2007: RM12,687,204) are secured by way of:-
a) first party fixed charge over the Group's freehold land, buildings, investment properties and prepaid land leases.
b) fixed charge over assets of a subsidiary company.
c) lien on fixed deposits of a subsidiary company as described in Note 16 of the Notes to the Financial Statements
d) joint and several guarantee by certain Directors of the Group.
e) legal charges over freehold land and buildings belonging to certain Directors of the Group.
f) corporate guarantee by the Company.
The bankers acceptance interest is charged at a range of 1.0% to 1.5% above the Bank Negara Malaysia’s funding rate
per annum and 5.12% per annum of the face value. The trust receipt is charged at 1.5% above the bank's base lending
rate per annum.
The term loan amounting to RM 1,570,334 (2007: RM 2,325,692) is secured by way of:-
a) term loan agreement and specific debenture on machinery and equipment financed.
b) first and second party legal charge over 4 units of commercial shop lots classified under investment properties.
c) corporate guarantee by the Company.
The term loan interest is charged at a range of 1.25% to 1.75% (2007: 1.25% to 1.75%) above the bank’s base lending
rate per annum.
Group
2008 2007
Repayment terms RM RM
Bank borrowings and loans
(excluding hire purchase)
- not later than 1 year 16,713,521 13,453,637
- later than 1 year and not later than 2 years 510,019 496,873
- later than 2 years and not later than 5 years 559,146 1,062,386
17,782,686 15,012,896
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 46
30TH JUNE 2008
20. BORROWINGS (cont’d)
Group
2008 2007
Finance lease and hire purchase liabilities RM RM
Minimum lease/instalment payments
- not later than 1 year 94,611 59,747
- later than 1 year and not later than 5 years 124,222 27,118
218,833 86,865
Future finance charges on finance lease/hire purchase (12,496) (3,191)
Present value of finance lease/hire purchase liabilities 206,337 83,674
Present value of finance lease/hire purchase
- not later than 1 year 87,207 57,134
- later than 1 year and not later than 5 years 119,130 26,540
206,337 83,674
21. TRADE PAYABLES
Included in the balance of the Group is an aggregated amount of RM 162,078 (2007: RM 358,069) due to companies
where certain Directors have interest.
22. OTHER PAYABLESGroup Company
2008 2007 2008 2007RM RM RM RM
Analyse into:-
Non-trade payables 12,954,750 18,558,584 7,181 -
Accruals 1,499,687 1,004,936 29,000 49,400
Deposit received 105,440 105,360 - -
14,559,877 19,668,880 36,181 49,400
23. AMOUNT DUE TO DIRECTORS
Group and Company
The amount due to Directors bear no interest, unsecured and no scheme of repayment has been arranged.
24. REVENUE RECOGNITIONGroup Company
2008 2007 2008 2007RM RM RM RM
Sales of textile and garment products 46,988,760 44,499,718 - -
Manufacturing and dyeing of fabric and related products 9,644,574 9,722,176 - -
Sales of chemical products 128,222,157 112,477,575 - -
Dividend income 160,000 150,000 160,000 150,000
Investment property income 120,000 120,000 - -
185,135,491 166,969,469 160,000 150,000
Less: Intra-group transactions (5,536,348) (4,679,560) - -
179,599,143 162,289,909 160,000 150,000
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)47
30TH JUNE 2008
25. FINANCE COSTS
Finance costs have been determined after charging the following:-
Group
2008 2007
RM RM
Bank guarantee interest 501,616 195,713
Bank overdraft interest 1,379,310 1,387,025
Hire purchase interest 4,844 8,206
Term loan interest 160,448 178,529
Trust receipt and banker acceptance interest 653,052 643,025
2,699,270 2,412,498
26. PROFIT/(LOSS) BEFORE TAXATION
Profit/(loss) before taxation for the financial year is arrived at and has been determined after charging/(crediting) amongst
other items the following:-Group Company
2008 2007 2008 2007RM RM RM RM
Allowance for specific doubtful debts 365,255 808,499 - -
Amortisation of prepaid lease payment (Note 7) 26,291 31,143 - -
Audit fees 62,697 62,145 8,000 7,000
Depreciation 1,959,256 2,716,432 - -
Directors' remuneration (Note 34)
- fees 19,000 35,000 19,000 35,000
- fees - over provision in prior year - (20,000) - (20,000)
- other emoluments 503,917 500,439 - -
Foreign currency exchange loss
- unrealised 51,284 - - -
Inventories written down 10,600 - - -
Land rental 4,800 4,800 - -
Lease rental 233,754 289,859 - -
Loss on disposal of investment 1,400 - - -
Property, plant and equipment written off 53,700 65,824 - -
Rental of booths 70,831 32,928 - -
Rental of equipment 32,955 11,200 - -
Rental of hostel 143,591 141,969 - -
Rental of premises 2,984,801 3,030,419 - -
Rental of forklift 1,200 - - -
Allowance for specific doubtful debts no longer required (62,823) (3,196) - -
Dividend income - - (160,000) (150,000)
Fair value adjustment (Note 8) (182,247) - - -
Foreign currency exchange (gain)/loss - realised (169,722) 329 - -
(Gain)/loss on disposal of property, plant and equipment (604,474) 11,537 - -
General allowance for doubtful debts no longer required - (45,000) - -
Interest income (108,273) (1,638) - -
Rental income (576,000) (595,000) - -
Staff training grant1 (24,814) - - -
1 Staff training grant of RM 28,814 was received in relation to staff training and is recognised as income in the period in
which the training expenditure is being incurred by the Group. There are no unfulfilled conditions or contingencies
attaching to this grant.
The estimated monetary value of benefits provided to the Directors of the Group during the financial year by way of usage
of the Group’s assets amounted to RM 44,683 (2007: RM 51,425).
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 48
30TH JUNE 2008
27. TAXATIONGroup Company
2008 2007 2008 2007RM RM RM RM
Current year tax expenses
- Malaysian income tax 64,200 163,875 34,300 38,475
- Foreign tax 475,318 207,703 - -
Deferred taxation (Note 11) (241,580) 227,800 - -
297,938 599,378 34,300 38,475
(Over)/under provision in prior years:
Tax expenses
- Malaysian income tax (109,683) (24,245) (7,311) 692
Deferred taxation (Note 11) 3,000 (2,400) - -
(106,683) (26,645) (7,311) 692
191,255 572,733 26,989 39,167
The current year tax expense of the Company is in respect of dividend income from investments whereas the Group's
current year tax is in respect of the normal business trading of the subsidiary companies.
Income tax of the Malaysian subsidiary companies is calculated at the rate of 20% on the first RM 500,000 of the
estimated taxable profit and 26% (2007: 27%) on the estimated taxable profit in excess of RM 500,000. Taxation for other
jurisdictions is calculated at the rates prevailing in the respective jurisdictions.
There is no current year tax expense for Hong Kong operations as its income was derived outside of Hong Kong.
China enterprise income tax has been provided in the financial statements at 15% on the profit for the first half year and
25% (2007: 15%) on the profit for the second half year.
A reconciliation of average effective tax rate applicable to profit/(loss) before taxation to effective statutory tax rate is as
follows:-Group Company
2008 2007 2008 2007RM RM RM RM
Profit/(loss) before taxation 157,206 (2,563,289) 58,154 63,399
% % % %
Average effective tax rate for the year 121.7 (22.3) 46.4 61.8
Effect of different tax rate in foreign subsidiary companies 45.2 (2.7) - -
Tax effect of expenses not deductible for tax purpose (179.6) 14.0 (33.0) (33.7)
Tax effect of income not subject to tax 61.7 (0.4) - -
Deferred tax asset not recognised 60.0 41.6 - -
Reversal of deferred tax asset (156.5) (8.6) - -
Over/(under) provision in prior year 67.9 (1.1) 12.6 (1.1)
Effective statutory tax rate for the year 20.4 20.5 26.0 27.0
Based on the estimated tax credit available, which is subject to the agreement of the Inland Revenue Board, the Company
has sufficient tax credit under Section 108 of the Income Tax Act, 1967 to frank the payment of net dividends out of its
entire unappropriated profits as at 30th June 2008 without incurring any additional tax liability.
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)49
30TH JUNE 2008
28. EARNINGS PER SHARE
The basic earnings per share is based on the profit attributable to equity holders of the Company divided by the
weighted average number of ordinary shares in issue during the financial year.
Group
2008 2007
RM RM
Loss attributable to equity holders of the Company (1,691,090) (3,842,118)
Ordinary shares of RM 1.00 each 40,115,000 40,115,000
Basic loss per share (sen) (4.2) (9.6)
29. REVALUATION RESERVE
Group
2008 2007
RM RM
Revaluation surplus 4,940,825 6,188,738
Effects on adopting FRS 140 - (1,217,061)
4,940,825 4,971,677
Less: Disposal of revalued property, plant and equipment - (30,852)
4,940,825 4,940,825
Less:
Deferred tax arising on revaluation surplus 920,266 1,130,590
Effects of adopting FRS 140 (Note 11) - (110,744)
Transfer from deferred tax (Note 11) (43,557) (69,780)
Realisation of revaluation reserve upon disposal (Note 11) - (5,300)
Effects of RPGT exemption* - (24,500)
876,709 920,266
4,064,116 4,020,559
Revaluation reserves arised from revaluation surplus on freehold land, buildings, prepaid land leases and investment
properties which were revalued based on opinion of value expressed by an independent firm of external professional
valuers, JS Valuers Property Consultant (Johore) Sdn. Bhd., using generally open market value basis in May 2006.
* All provisions of Real Property Gains Tax (RPGT) Act, 1976 in respect of any disposal of chargeable assets after 31st
March 2007 was exempted.
30. PURCHASE OF PROPERTY, PLANT AND EQUIPMENT
During the financial year, the Group acquired property, plant and equipment as follows:-
Group
2008 2007
RM RM
Cash payment 775,726 724,712
Hire purchase financing 195,000 -
Term loan financing - 1,075,452
970,726 1,800,164
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 50
30TH JUNE 2008
31. INVESTMENT IN SUBSIDIARY AND SUB-SUBSIDIARY COMPANIES
Group Company2008 2007 2008 2007
RM RM RM RM
Proceeds from issuance of shares by a
subsidiary to minority shareholders - 856,900 - -
In the previous financial year, the Group received proceeds from issuance of shares as follows:-
a) allotment of 600,000 ordinary shares of RM 1.00 each at par for cash by a subsidiary to the minority shareholders
which is equivalent to RM 600,000.
b) allotment of 544,215 ordinary shares of HK$ 1.00 each at par for cash by a sub-subsidiary to the minority
shareholders which is equivalent to approximately RM 256,900.
32. EMPLOYEE BENEFITS
Equity Compensation Benefits
The Employees' Share Option Scheme ("ESOS") has expired on 11th March 2007 and accordingly all options offered has
lapsed, and all rights and entitlements granted thereon has been cancelled and become null and void.
The movements in the number of options to subscribe for new ordinary shares of RM 1.00 each of the ESOS are as
follows:
2007
Number of YTB Share Options
Option price per ordinary share of RM 1.00 each (adjusted) RM1.89 RM1.15 Total
At 1st July 2006 3,512,000 9,000 3,521,000
Granted/exercised during the year - - -
Lapsed during the year (3,512,000) (9,000) (3,521,000)
At 30th June 2007 - - -
The options granted did not confer any right to participate in any share issue of any other company.
The following were the offer of options made under the Employees’ Share Option Scheme (“ESOS”) to subscribe for
Company's ordinary shares of RM 1.00 each :-
Offer Date Option Price
12th March 2002 RM 1.89
4th September 2003 RM 1.15
The main features of the ESOS were as follows:-
a) The eligibility for participation in the ESOS was at the discretion of the ESOS Committee. It was open to any eligible
employee, with at least one (1) year continuous service in the Company and certain of its subsidiary companies;
b) The total number of shares to be offered under the ESOS and in respect of which options may be granted, should
not exceed 10% of the total issued and paid-up share capital of the Company at any point in time during the
duration of the ESOS;
c) The number of shares that may be offered and allotted to eligible employees under the ESOS was determined at the
discretion of the ESOS Committee subject to no individual eligible employee receiving more than 10% of the shares
available under the ESOS and no option be granted for less than 1,000 shares;
d) The option exercise price for each ordinary share of RM 1.00 each should be at a discount of not more than ten
percent of the five (5)-day weighted average market price of the shares shown in the daily official list issued by the
Bursa Malaysia Securities Berhad at the time the option was granted or the par value of the shares of RM 1.00,
whichever was the higher;
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)51
30TH JUNE 2008
32. EMPLOYEE BENEFITS (cont’d)
e) The number of outstanding options to subscribe for shares or the option price or both may be adjusted following any
issue of additional shares by way of rights issues, bonus issues or other capitalisation issue carried out by the
Company while an option remains unexercised; and
f) The options was capable of being exercised four (4) times per annum at such period or periods of time as the ESOS
Committee may in its discretion allow but not later than the expiry date of the ESOS of 11th March 2007.
33. HOLDING COMPANY
The holding company is Liew Fat Lin Holdings Sdn. Bhd., a private limited company incorporated in Malaysia.
34. DIRECTORS' REMUNERATIONGroup Company
2008 2007 2008 2007RM RM RM RM
Directors of the Company
Executive:-
Salaries and other emoluments (Notes 26 and 38) 290,023 290,023 - -
Benefit-in-kind 34,183 36,125 - -
324,206 326,148 - -
Non-executive (Note 26):-
- fees 19,000 35,000 19,000 35,000
- fees - over provision in prior year - (20,000) - (20,000)
19,000 15,000 19,000 15,000
Other Directors
Executive:-
Salaries and other emoluments (Notes 26 and 38) 213,894 210,416 - -
Benefit-in-kind 10,500 15,300 - -
224,394 225,716 - -
Total 567,600 566,864 19,000 15,000
Analysis excluding benefit-in-kind
Total executive Directors' remuneration excluding
benefitin-kind (Notes 26 and 38) 503,917 500,439 - -
Total non-executive Directors' remuneration (Note 26)
- fees 19,000 35,000 19,000 35,000
- fees - over provision in prior year - (20,000) - (20,000)
522,917 515,439 19,000 15,000
The number of Directors of the Group whose total remuneration during the financial year fall within the following bands
are as follows:-Number of Directors2008 2007
Executive Directors
Below RM 50,000 2 2
RM 50,001 - RM 100,000 2 2
RM 100,001 - RM 150,000 - -
RM 150,001 - RM 200,000 - -
RM 200,001 - RM 250,000 1 1
Non-executive Directors
Below RM 50,000 2 2
Executive Directors of the Company do not receive any remuneration from the Company during the financial year.
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 52
30TH JUNE 2008
35. SIGNIFICANT RELATED PARTY TRANSACTIONSGroup Company
2008 2007 2008 2007RM RM RM RM
Directors’ remuneration (Notes 26 and 34)
- fees 19,000 35,000 19,000 35,000
- fees - over provision in prior year - (20,000) - (20,000)
- other emoluments 503,917 500,439 - -
Gross dividend receivable from subsidiary companies - - 160,000 150,000
Sales to companies where certain Directors have interest 1,387,773 650,000 - -
Purchases from companies where certain Directors
have interest 786,977 390,696 - -
Rental paid to companies where certain Directors
have interest 62,400 62,400 - -
The Directors of the Group/Company are of the opinion that related party transactions are in the normal course of
business and have been established on terms and conditions that are not materially different from that obtainable in trans
actions with unrelated parties.
36. SEGMENT INFORMATION
a) Business Segments
The Group is basically engaged in the following business segments:-
i) Retailing and trading of textile and garment products
ii) Manufacturing of garments
iii) Manufacturing and dyeing of fabric and related products
iv) Property development and investment holding
v) Trading of chemical products
Inter-segment pricing is determined based on negotiated prices in the normal course of business. The Directors of the
Company are of the opinion that all inter-segment transactions have been entered into in the normal course of business
and have been established on terms and conditions that are not materially different from that obtainable in transactions
with unrelated parties.
36.
SE
GM
EN
T IN
FO
RM
AT
ION
(co
nt’
d)
Ret
ailin
g a
nd
Man
ufa
ctu
rin
gP
rop
erty
trad
ing
of
and
dye
ing
of
Trad
ing
of
dev
elo
pm
ent
text
ile a
nd
Man
ufa
ctu
rin
gfa
bri
cs a
nd
rel
ated
chem
ical
and
inve
stm
ent
gar
men
t p
rod
uct
so
f g
arm
ents
pro
du
cts
pro
du
cts
ho
ldin
gE
limin
atio
nTo
tal
2008
RM
RM
RM
RM
RM
RM
RM
Rev
enu
eE
xter
nal s
ales
30
,151
,576
11
,799
,231
9,42
6,17
9 12
8,22
2,15
7-
-17
9,59
9,14
3In
ter
seg
men
t sal
es
4,66
9,37
5 36
8,57
8 21
8,39
5 -
280,
000
(5,5
36,3
48)
-
Tota
l seg
men
t rev
enue
34
,820
,951
12
,167
,809
9,
644,
574
128,
222,
157
280,
000
(5,5
36,3
48)
179,
599,
143
Res
ult
sS
egm
ent r
esul
ts
1,24
5,33
7(2
,783
,158
)(3
61,5
01)
3,70
3,91
8 92
6,32
012
5,56
0 2,
856,
476
Fina
nce
cost
(2
,699
,270
)In
com
e ta
x (1
91,2
55)
Net
loss
for
the
year
(3
4,04
9)
Oth
er in
form
atio
nS
egm
ent a
sset
s 59
,875
,939
11
,332
,628
17
,109
,694
21
,919
,154
14
,218
,852
12
4,45
6,26
7U
nallo
cate
d c
orp
orat
ed a
sset
s 1,
074,
093
Con
solid
ated
tota
l ass
ets
125,
530,
360
Seg
men
t lia
bili
ties
6,90
4,82
42,
324,
656
1,65
5,75
9 14
,855
,396
1,
095,
985
26,8
36,6
20U
nallo
cate
d c
orp
orat
e lia
bili
ties
47,9
95,6
43
Con
solid
ated
tota
l lia
bili
ties
74,8
32,2
63
Cap
ital e
xpen
ditu
re78
0,03
8 15
6,21
8 29
,534
4,
936
- 97
0,72
6D
epre
ciat
ion
916,
588
192,
577
842,
015
8,07
6-
1,95
9,25
6
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)53
30TH JUNE 2008
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 54
30TH JUNE 2008
36.
SE
GM
EN
T IN
FO
RM
AT
ION
(co
nt’
d)
Ret
ailin
g a
nd
Man
ufa
ctu
rin
gP
rop
erty
trad
ing
of
and
dye
ing
of
Trad
ing
of
dev
elo
pm
ent
text
ile a
nd
Man
ufa
ctu
rin
gfa
bri
cs a
nd
rel
ated
chem
ical
and
inve
stm
ent
gar
men
t p
rod
uct
so
f g
arm
ents
pro
du
cts
pro
du
cts
ho
ldin
gE
limin
atio
nTo
tal
2007
RM
RM
RM
RM
RM
RM
RM
Rev
enu
eE
xter
nal s
ales
30
,790
,022
9,
515,
235
9,50
7,07
7 11
2,47
7,57
5 -
- 16
2,28
9,90
9In
ter
seg
men
t sal
es
4,08
4,37
6 11
0,08
5 21
5,09
9 -
270,
000
(4,6
79,5
60)
-
Tota
l seg
men
t rev
enue
34
,874
,398
9,
625,
320
9,72
2,17
6 11
2,47
7,57
5 27
0,00
0 (4
,679
,560
) 16
2,28
9,90
9
Res
ult
sS
egm
ent r
esul
ts
1,49
2,86
5 (3
,124
,160
) (6
25,0
69)
1,55
4,84
9 76
1,33
6 (2
10,6
12)
(150
,791
)Fi
nanc
e co
st
(2,4
12,4
98)
Inco
me
tax
(572
,733
)
Net
loss
for
the
year
(3
,136
,022
)
Oth
er in
form
atio
nS
egm
ent a
sset
s 56
,873
,110
10
,115
,010
17
,375
,464
19
,262
,733
14
,035
,763
11
7,66
2,08
0U
nallo
cate
d c
orp
orat
ed a
sset
s 1,
070,
609
Con
solid
ated
tota
l ass
ets
118,
732,
689
Seg
men
t lia
bili
ties
3,59
5,16
7 1,
332,
322
1,33
9,23
5 16
,785
,447
54
6,83
7 23
,599
,008
Una
lloca
ted
cor
por
ate
liab
ilitie
s 44
,690
,421
Con
solid
ated
tota
l lia
bili
ties
68,2
89,4
29
Cap
ital e
xpen
ditu
re32
5,87
9 59
,568
1,
400,
865
13,8
52
- 1,
800,
164
Dep
reci
atio
n 91
1,71
866
7,82
0 1,
123,
780
13,1
14
- 2,
716,
432
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)55
30TH JUNE 2008
36. SEGMENT INFORMATION (cont’d)
b) Geographical segments
The Group business segments are mainly managed in three geographical areas. Majority of the business activities
are carried out in Malaysia, its home country and in China. The Group also export finished goods of manufactured
garments to Europe. The garments and textile manufacturing activities are conducted in Malaysia, whereas the
trading of chemical products are conducted in China.
Total revenue fromexternal customers Segment assets Capital expenditure
2008 2007 2008 2007 2008 2007RM RM RM RM RM RM
Malaysia 39,693,202 41,020,039 99,781,097 95,996,955 965,790 1,786,312
China/Hong Kong 128,222,157 112,477,575 22,454,100 20,246,896 4,936 13,852
Europe 11,683,784 8,792,295 2,221,070 1,418,229 - -
Consolidated 179,599,143 162,289,909 124,456,267 117,662,080 970,726 1,800,164
37. CONTINGENT LIABILITIES
Group
A subsidiary company of the Group has a litigation for a claim of RM 922,000 with interest for amongst others, arising from
the alleged loss of rental income by Pujian Development Sdn. Bhd. The solicitors of the subsidiary company has filed a
Statement of Defence against the claim. No provision has been made in the subsidiary company's or the Group's
financial statements in respect of claim by Pujian Development Sdn. Bhd. as the Directors are of opinion that it is not
probable that the liability will crystalise.
Company
2008 2007
RM RM
Company
Corporate guarantee given for credit facilities granted to subsidiary companies:-
- Yong Tai Brothers Trading Sdn. Bhd. 21,286,046 21,791,046
- Golden Vertex Sdn. Bhd. 8,700,000 8,700,000
- Syarikat Koon Fuat Industries Sdn. Bhd. 15,140,000 12,540,000
- Shanghai Sino-Malaysian International Trading Co. Ltd. 16,700,000 11,400,000
- The Image Outlet Sdn. Bhd. 2,500,000 2,500,000
64,326,046 56,931,046
38. EMPLOYEES INFORMATION
Group
2008 2007
RM RM
Directors' other emoluments (Note 26 and 34) 503,917 500,439
EPF 794,021 757,318
Salaries, wages, bonus and allowance 10,231,004 9,992,995
SOCSO 114,565 111,796
Other personnel cost 628,919 296,423
12,272,426 11,658,971
The total number of employees of the Group (including the Directors) as at the end of the financial year were 602 (2007:
611).
There were no employees (other than the Directors) for the Company as at the end of the financial year.
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 56
30TH JUNE 2008
39. SIGNIFICANT EVENT SUBSEQUENT TO BALANCE SHEET DATE
On 15th July 2008, the Company acquired 100 per cent equity interest, comprising 2 fully paid-up ordinary shares of RM 1.00 each of Phoenix Step Sdn. Bhd. ("PSSB") for a cash consideration of RM 2.00. Upon the acquisition, "PSSB" became a wholly-owned subsidiary of the Company.
40. CAPITAL COMMITMENTSGroup
2008 2007RM RM
Approved and contracted for 1,345,000 -
41. OPERATING LEASE COMMITMENTS
At balance sheet date, the Group has future aggregate minimum lease payments under non-cancellable operating leases as follows:-
Group2008 2007
RM RM
Within one year 95,457 93,985Later than 1 year, not more than 5 years 31,819 125,313
127,276 219,298
42. FINANCIAL INSTRUMENTS
Receivables
The Group's normal trade credit terms ranges from 60 to 90 days. The Group has no significant concentration of credit risk that may arise from exposure to a single debtor or to groups of debtors.
Credit risk
The maximum credit risks associated with recognised financial assets are the carrying amounts shown in the balance sheet.
Payables
The normal trade credit term granted to the Group ranges from 30 to 90 days.
Interest rate risk
The Group is exposed to interest rate risk in respect of its bank deposits, bank overdraft and borrowings which will fluctuate as a result of changes in market interest rates. The Group actively reviews its debt portfolio, taking into account the investment holding period and nature of its assets. As the Group has no significant interest-bearing financial assets the Group's income and operating cash flows are substantially independent of changes in market interest rates. The Group is expose to interest rate risk in respect of bank overdraft and borrowings which will fluctuate as a result of changes in market interest rates. The Group manages its interest rates exposure by maintaining a mix of fixed and floating rate borrowings. This strategy allows it to capitalise on cheaper funding in a low interest rate environment and achieve a certain level of protection against rate hikes.
The maturity date and weighted average effective interest rate of the instruments at year end are as follows:-
2008 2007Effective Effective
Maturity interest rates Maturity interest ratesmonths % months %
Fixed deposit 12 3.73 12 3.73Bank overdraft * 8.38 * 8.38
Bank borrowingsBanker acceptances 4 4.82 4 5.12Hire purchase 9-33 4.71 2-28 5.46Term loan 1-40 8.13 12-45 8.14Trust receipts 4 8.25 - -
* Subject to the lending bank's periodic review
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)57
30TH JUNE 2008
42. FINANCIAL INSTRUMENTS (cont’d)
Liquidity risk
The Group actively manages its debt maturity profile, operating cash flows and the availability of funding so as to ensurethat all refinancing, repayment and funding needs are met. As part of its overall prudent liquidity management, the Group
maintains sufficient levels of cash to meet its working capital requirements.
In addition, the Group’s objective is to maintain a balance of funding and flexibility through the use of credit facilities, short
and long term borrowings and a flexible cost effective borrowing structure. Short-term flexibility is achieved through credit facilities and short-term borrowings. This is to ensure that at the minimum, all projected net borrowing needs arecovered by committed facilities. Also, the objective for debt maturity is to ensure that the amount of debt maturing in any
one year is not beyond the Group’s means to repay and refinance.
Foreign exchange risk
The Group operates internationally and is exposed to various currencies, as indicated in Note 2(s). Foreign exchange exposure in transactional currency other than functional currency of the Group is kept to an acceptable level.
The Group is exposed to transactional currency risk primarily through sales and purchases that are denominated in a currency other than the functional currency of the operations to which they relate. The currencies giving rise to this risk
are primarily Hong Kong Dollar (HKD), China Renminbi (RMB), United States Dollar (USD), Euro and Singapore Dollar (SGD). Foreign exchange exposure in transactional currencies are kept to an acceptable level. Material foreign currency transaction exposures are hedged with forward foreign exchange contracts.
The net financial assets/(liabilities) of the Group that are not denominated in their functional currencies are as follows:-
Group
2008 2007
RM RM
Non-functional currencies:
USD 2,054,725 2,334,887
Euro 142,129 1,432,425
SGD (37,315) (26,313)
HKD 57,828 (155,644)
RMB 5,548,584 4,670,673
7,765,951 8,256,028
Fair values of financial instruments
The carrying amounts and estimated fair values of the financial instruments of the Group and Company at the balance sheet date are as follows:-
Group CompanyCarrying Carrying
2008 amount Fair value amount Fair valueRM RM RM RM
Financial assets
Trade and other receivables 43,735,628 43,735,628 1,000 1,000
Amount due from subsidiary company - - 5,828,018 5,828,018
Deposits, cash and bank balances 8,862,612 8,862,612 147,435 147,435
Financial liabilities
Trade and other payables 15,584,149 15,584,149 36,181 36,181
Amount due to Directors 12,213,082 12,213,082 - -
Amount due to subsidiary company - - 458,456 458,456
Bank overdraft 16,886,399 16,886,399 - -
Borrowings 17,989,023 17,989,023 - -
Corporate guarantee - - 64,326,046 64,326,046
42. FINANCIAL INSTRUMENTS (cont’d)
Fair values of financial instruments (cont’d)Group Company
Carrying Carrying2007 amount Fair value amount Fair value
RM RM RM RM
Financial assets
Trade and other receivables 45,648,617 45,648,617 6,167 6,167
Amount due from subsidiary company - - 6,028,018 6,028,018
Investment in quoted shares 3,600 2,130 - -
Deposits, cash and bank balances 4,725,543 4,725,543 138,933 138,933
Financial liabilities
Trade and other payables 18,208,307 18,208,307 49,400 49,400
Amount due to Directors 11,701,813 11,701,813 - -
Bank overdraft 16,591,853 16,591,853 - -
Borrowings 15,096,570 15,096,570 - -
Corporate guarantee - - 56,931,046 56,931,046
There is no fair value for financial instruments not recognised in the balance sheet that is required to be disclosed.
The following methods and assumptions are used to estimate the fair value of each class of financial instruments:-
a) Deposits, cash and bank balances
The carrying amount of deposits, cash and bank balances approximates fair value due to the relatively short term
maturity of these instruments.
b) Trade and other receivables and payables
The historical cost carrying amount of trade receivables and payables subject to normal trade credit terms
approximates fair value.
The carrying amounts of other receivables and payables are reasonable estimates of fair value because of their short
maturity.
c) Borrowings and bank overdrafts
The carrying amount of short term borrowings approximates fair value due to the short period to maturity of those
instruments. The fair value of borrowings is estimated by discounting the expected future cash flows using the
current interest rates for liabilities with the similar risk profiles
d) Hire purchase creditors
The carrying amount of short term hire purchase creditors approximated fair value because of the short period to
maturity of those instruments. The fair value of long term hire purchase creditors is estimated based on the current
rates available for hire purchase creditors with the similar maturity profile.
43. COMPARATIVE FIGURES
The following comparative figures have been reclassified to conform with current year's classification for a better understanding of the financial statements:-
Aspreviously
Group stated Reclassification As restatedRM RM RM
For the financial year ended 30th June 2007
Income Statement
Sales and distribution expenses 7,944,016 614,852 8,558,868
Administrative expenses 5,684,257 (701,525) 4,982,732
Other operating expenses 2,780,089 86,673 2,866,762
NOTES TO THE FINANCIAL STATEMENTS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 58
30TH JUNE 2008
Authorised Share Capital : RM50,000,000.00
Issued & Fully Paid-up Share Capital : RM40,115,000.00
Class of Shares : Ordinary Shares of RM1.00 each
No. of Shareholders : 1,865
Voting Right : One vote for each Ordinary Share
ANALYSIS BY SIZE OF SHAREHOLDINGS AS AT 5 NOVEMBER 2008
Size of Holdings No. of Holders No. of Shares Percentage
Less than 100 4 77 0.00
100 - 1,000 580 564,166 1.41
1,001 - 10,000 1,009 4,403,375 10.98
10,001 - 100,000 243 6,863,582 17.11
100,001 to less than 5% of issued shares 28 8,192,071 20.42
5% and above of issued shares 1 20,091,729 50.08
Total 1,865 40,115,000 100.00
LIST OF THIRTY LARGEST SHAREHOLDERS AS AT 5 NOVEMBER 2008
Name Shareholdings %
1. Liew Fat Lin Holding Sdn Bhd 20,091,729 50.09
2. Teo Khay Sin 965,000 2.41
3. Lim Soong Leng 828,800 2.07
4. Tan Kim Heng 791,000 1.97
5. Chin Wah Yin 500,000 1.25
6. Wong Sim Peng 469,400 1.17
7. Liao Sey Chang 452,100 1.13
8. Ong Tek Chan 442,700 1.10
9. Liew Fah Chin 307,007 0.77
10. Yen Mee Foong 287,000 0.72
11. Goh Thiam Hwa 283,000 0.71
12. Hock Pin @ Siow Hock 255,800 0.64
13. Liew Huat Kwang 230,520 0.57
14. Citigroup Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Siow Wong Yen
@ Siow Kwang Hwa 214,300 0.53
15. Hor Yim Peng 202,000 0.50
16. Mayban Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Chang Poh Fook 185,700 0.46
17. M.I.T Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Ng Weng Woy @ Ng Wing Wai 176,000 0.44
18. Chan Yin Chee 168,800 0.42
19. AMSEC Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Lim Soong Leng 161,900 0.40
20. Lee Keh Hong @ Lee Ah Meng 159,000 0.40
21. Liow Kwee Woon 140,800 0.35
22. AMSEC Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Tan Seng Chee 137,500 0.34
23. Chan Teck Thiam 137,500 0.34
24. Othman Bin Merican 128,000 0.32
25. Wong Fat Seng @ Liew Fat Seng 118,744 0.30
26. Teo Chin Leng 118,000 0.29
27. Ong Kek Siong 113,400 0.28
28. Liao Sey Pyng 111,100 0.28
29. Lim Kim Chan 110,000 0.27
30. Mayban Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Chong Yek Cheng 100,000 0.25
ANALYSIS OF SHAREHOLDINGS
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)59
AS AT 5 NOVEMBER 2008
SUBSTANTIAL SHAREHOLDERS AS AT 5 NOVEMBER 2008
Name of Shareholders Direct Interest Indirect Interest
No. % No. %
1. Liew Fat Lin Holding Sdn. Bhd. 20,091,729 50.09 - -
2. Wong Liew Lin @ Liew Fat Lin 50,522 0.13 20,091,729* 50.09
3. Wong Mee Yow Cheen @ Liew Mee Yow Cheen 74,744 0.19 20,091,729*
14,000+ 50.12
4. Wong Fat Seng @ Liew Fat Seng 118,744 0.30 20,091,729*
11,000= 50.11
5. Liew Fah Chin 307,007 0.77 20,091,729*
24,000^ 50.15
6. Liew Huat Kwang 230,520 0.57 20,091,729*
57,000# 50.23
* Deemed interested by virtue of their shareholdings in Liew Fat Lin Holding Sdn. Bhd.
+ Deemed interested by virtue of his spouse, Tan Yoke Eng's direct shareholding
= Deemed interested by virtue of his spouse, Yer Siew Wan's direct shareholding
^ Deemed interested by virtue of his spouse, Tan Sew Kim's direct shareholding
# Deemed interested by virtue of his spouse, Pang Saw Ken's direct shareholding
DIRECTORS' SHAREHOLDINGS AS AT 5 NOVEMBER 2008
Name Direct Interest Indirect Interest
No. % No. %
1. Datuk Hj. Amil @ Amir Bin Junus - - - -
2. Wong Liew Lin @ Liew Fat Lin 50,522 0.13 20,091,729* 50.09
3. Wong Mee Yow Cheen @ Liew Mee Yow Cheen 74,744 0.19 20,091,729*
14,000+ 50.12
4. Tai Shzee Yuan 28,001 0.07 - -
5. Liew Huat Kwang 230,520 0.57 20,091,729*
57,000# 50.23
6. Tan Kau Ngee @ Tan Seong Tin 48,000 0.12 - -
7. Loi Kim Fah - - - -
* Deemed interested by virtue of their shareholdings in Liew Fat Lin Holding Sdn. Bhd.
+ Deemed interested by virtue of his spouse, Tan Yoke Eng's direct shareholding
# Deemed interested by virtue of his spouse, Pang Saw Ken's direct shareholding
ANALYSIS OF SHAREHOLDING
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 60
LOCATION DESCRIPTION LAND AREA / TENURE AGE OF NET BOOK DATE OF
(BUILD UP BUILDING VALUE VALUATION
AREA) (Approximate) (RM'000)
No. 44, 45, 46 & 47, 4 units of 818.25 Sq.m. / Freehold 30 years 3,900# 22 May 2006
Jalan Abu Bakar 4-storey (3103.85 Sq.m.)
83000 Batu Pahat shophouse
Johor
LG14 & LG15 2 units of N/A / Freehold 26 years 6,106 20 March 2006
Holiday Plaza commercial (192.1 Sq.m.)
Jalan Dato' Sulaiman shopping lot
80000 Johor Bahru
No. 76, Jalan Rugayah A single storey 695.54 Sq.m. / Freehold 19 years 2,132 10 May 2006
83000 Batu Pahat shop building (586.57 Sq.m.)
Johor
Lot 17, Block B 2-storey 278.7 Sq.m. / Leasehold 28 years 1,100# 17 March 2006
Bandar Sabindo shophouse (557.4 Sq.m.) - 99 years
TL 107521479, Tawau expiring on
Sabah year 2070
No. 1.03, 1.04 & 1.05 3 units of N/A / Freehold 26 years 3,750# 17 March 2006
Kota Raya Complex commercial (230.85 Sq.m.)
Jalan Cheng Lock shopping lot
50000 Kuala Lumpur
A34, A35, A48B & A50 4 units of N/A / Leasehold 18 years 2,383# 02 May 2008
Centre Point Sabah commercial (183.3 Sq.m.) - 99 years
88000 Kota Kinabalu shopping lot expiring on
Sabah year 2082
No.3, Jalan Kapal 3-storey factory 4805.6 Sq.m. / Leasehold 18 years 1,971 22 May 2006
Tongkang Pecah Ind. building cum (4566.57 Sq.m.) - 60 years
Estate office expiring on
83010 Tongkang Pecah 21.10.2041
Batu Pahat, Johor
No.2, Jalan Kapal Single storey 2223.4 Sq.m. / Leasehold 21 years 893 22 May 2006
Tongkang Pecah Ind. factory building (1694.5 Sq.m.) - 60 years
Estate cum office expiring on
83010 Batu Pahat 22.10.2039
Johor
No. 18, Jalan Kilang 1 unit of 4-storey 3 arces / Freehold 11-17 years 7,052 23 May 2006
Tongkang Pecah Ind factory building (10,454.22 Sq.m.)
Estate cum office &
83010 Batu Pahat 4 units of
Johor single storey
factory building
# Investment Properties stated at fair value.
LIST OF PROPERTIES AS AT 30 JUNE 2008
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)61
The Articles of Association of Yong Tai Berhad are proposed to be amended in the following manner, in compliance with the
amendments to the Listing Requirements of Bursa Malaysia Securities Berhad:-
1. General amendments
i. That all references to “Central Depository” throughout the Articles of Association be changed to “Depository”.
ii. That all references to “Stock Exchange” throughout the Articles of Association be changed to “Exchange”.
2. Specific amendments to the following Articles:
Article Existing Articles Amended Articles
No.
2
APPENDIX I - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 62
Words
Approved
Market Place
Central
Depository
Central
Depositories
Act
Depositor
Deposited
Security
None
The Exchange
Market Day
Member
Record of
Depositors
Meanings
A stock exchange which is specified
to be an approved market place in
the Securities Industry (Central
Depositories) (Exemption) (No. 2)
Order 1998.
Malaysian Central Depository Sdn.
Bhd.
The Securities Industry (Central
Depositories) Act 1991.
A holder of Securities Account.
A security standing to the credit of a
Securities Account and includes
securities in a Securities Account
that is in suspense.
None
The Kuala Lumpur Stock Exchange.
Any day between Monday and
Friday which is not a holiday for the
Exchange.
Any person for the time being
holding Shares in the Company and
whose name appears in the Register
of Members (except Malaysian
Central Depository Nominees Sdn.
Bhd.) including a depositor whose
name appears on the Record of
Depositors
A record provided by the Central
Depository to the Company under
Chapter 24.0 of the Rules of the
Central Depository.
Words
Deleted
Depository
Central
Depositories
Act
Depositor
Deposited
Security
Listing
Requirements
The Exchange
Market Day
Member
Record of
Depositors
Meanings
Deleted
Bursa Malaysia Depository Sdn.
Bhd. (165570-W).
The Securities Industry (Central
Depositories) Act 1991 or any
s t a t u t o ry modification, amendment
or re-enactment thereof from time to
time in force.
A holder of a Securities Account
established by the Depository.
Shall have the meaning given in
Section 2 of the Central Depositories
Act.
The Listing Requirements of the
Exchange including any amendment
thereto that may be made from time
to time.
Bursa Malaysia Securities Berh a d
(635998-W).
A day on which the stock market of
the Exchange is open for trading in
securities.
Includes a depositor who shall be
treated as if he was a member pur-
suant to Section 35 of the Central
Depositories Act but excludes the
Depository in its capacity as a bare
trustee.
A record provided by the Depository
to the Company under Chapter 24 of
the Rules of the Depository.
2. Specific amendments to the following Articles:
Article Existing Articles Amended Articles
No.
5
6
APPENDIX I - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)63
Rules
Securities
Account
The Rules of the Central Depository.
An account established by a central
depository for a depositor for the
re c o rding of deposit of securities
and for dealing in such securities by
the depositor.
Rules
Securities
Account
The Rules of the Depository as
defined under Section 2 of the
Central Depositories Act.
An account established by the
Depository for a Depositor for the
re c o rding of deposit of securities
and for dealing in such securities by
the Depositor.
Shares to be under Control of Director
Without prejudice to any special rights previously
conferred on the holders of any existing Shares or
class of Shares, and subject to the provisions of these
Articles and the Act and to the provisions of any
resolution of the Company, Shares in the Company
may be issued by the Directors, who may allot, or
otherwise dispose of such Shares to such persons, on
such terms and conditions and either at a premium or
at par or at a discount with such preferred, deferred or
other special rights, and subject to such restrictions
and at such time as the Directors may determine but
the Directors in making any issue of Shares shall
comply with the following conditions:-
(d) no Director shall participate in an issue of Shares
to employees unless the Shareholders in
general meeting have approved of the specific
allotment to be made to such Director and unless
he holds office in an executive capacity.
PROVIDED THAT a Director not holding office in
an executive capacity may so participate in an
issue of Shares pursuant to a public offer or a
public issue;
Preference Shares
The Company shall have power to issue preference
shares carrying a right to redemption out of profits or
liable to be redeemed at the option of the Company or
to issue preference capital ranking equally with or in
priority to preference shares already issued and the
Director may, subject to the provisions of the Act,
redeem such shares on such terms and in such
manner and either at par or at a premium as they may
think fit. PROVIDED THAT the total nominal value of
issued preference shares shall not exceed the total
nominal value of the issued ordinary Shares at any
time.
Shares to be under Control of Director
Without prejudice to any special rights previously
conferred on the holders of any existing Shares or
class of Shares, and subject to the provisions of these
Articles and the Act and to the provisions of any
resolution of the Company, Shares in the Company
may be issued by the Directors, who may allot, or
otherwise dispose of such Shares to such persons, on
such terms and conditions and either at a premium or
at par or at a discount with such preferred, deferred or
other special rights, and subject to such restrictions
and at such time as the Directors may determine but
the Directors in making any issue of Shares shall
comply with the following conditions:-
(d) no Director shall participate in a share scheme for
employees unless the Shareholders in general
meeting have approved of the specific allotment
to be made to such Director. PROVIDED THAT a
D i rector not holding office in an executive
capacity may so participate in an issue of Shares
pursuant to a public offer or a public issue;
Preference Shares
The Company shall have power to issue preference
shares carrying a right to redemption out of profits or
liable to be redeemed at the option of the Company or
to issue preference capital ranking equally with or in
priority to preference shares already issued and the
Directors may, subject to the provisions of the Act,
redeem such shares on such terms and in such
manner and either at par or at a premium as they may
think fit. PROVIDED THAT the total nominal value of
issued preference shares shall not exceed the total
nominal value of the issued ordinary Shares at any
time.
APPENDIX I - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 64
2. Specific amendments to the following Articles:
Article Existing Articles Amended Articles
No.
7
10
32
Rights of Preference Shareholder
Preference shareholders shall have the same rights as
ordinary shareholders as regards receiving notices,
reports and audited accounts and attending general
meetings of the Company. Preference shareholders
shall also have the right to vote in each of the following
circumstances:
(a) when the dividend or part of the dividend on the
shares is in arrears for more than 6 months;
(b) on a proposal to reduce the Company's share
capital;
(c) on a proposal for the disposal of the whole of the
Company's property, business and undertaking;
(d) on a proposal that affects rights attached
to the shares;
(e) on a proposal to wind up the Company; and
(f) during the winding up of the Company.
The holder of a preference share shall be entitled to a
return of capital in preference to holders of ordinary
shares when the Company is wound up.
Certificates
The Company shall allot securities and despatch
notices of allotment to the allottees within 20 market
days of the final applications closing date for an issue
of securities or such other period may be prescribed
by the Exchange.
Suspension of Registration
The registration of transfers may be suspended at
such times and for such periods as the Directors may
from time to time determine not exceeding in the whole
thirty (30) Days in any year. Twelve (12) Market Days'
notice or such other period as may from time to time be
specified by the Exchange, of the intended
suspension shall be published in a daily newspaper
circulating in Malaysia and shall also be given to the
Exchange. The said notice shall state the period and
purpose or purposes thereof. At least three (3) Market
Days prior notice shall be given to the Central
Depository to enable the Central Depository to prepare
the appropriate Record of Depositors. PROVIDED that
where the Record of Depositors is required in respect
of corporate actions, at least seven (7) Market Days
prior notice shall be given to the Central Depository.
Rights of Preference Shareholder
Preference shareholders shall have the same rights as
ordinary shareholders as regards receiving notices,
reports and audited accounts and attending general
meetings of the Company. Preference shareholders
shall also have the right to vote in each of the following
circumstances:
(a) when the dividend or part of the dividend on the
shares is in arrears for more than 6 months;
(b) on a proposal to reduce the Company's share
capital;
(c) on a proposal for the disposal of the whole of the
Company's property, business and undertaking;
(d) on a proposal that affects rights attached to the
shares;
(e) on a proposal to wind up the Company; and
(f) during the winding up of the Company.
The holder of a preference share shall be entitled to a
return of capital in preference to holders of ordinary
shares when the Company is wound up.
Period for allotment and despatch of notice
The Company shall allot securities and despatch
notices of allotment to the allottees within such period
as specified in the Listing Requirements or may be
prescribed by the Exchange, applicable to the mode or
scheme of issue from the occurrence of specific event
for an issue of securities.
Suspension of Registration
The registration of transfers may be suspended at
such times and for such periods as the Directors may
from time to time determine not exceeding in the whole
thirty (30) days in any year. Ten (10) Market Days'
notice or such other period as may from time to time be
specified by the Exchange, of the intended
suspension shall be published in at least one (1)
nationally circulated Bahasa Malaysia or English daily
newspaper and shall also be given to the Exchange.
The said notice shall state the period and purpose or
purposes thereof. At least three (3) Market Days prior
notice shall be given to the Central Depository to
enable the C e n t ra l D e p o s i t o ry to pre p a re the
appropriate Record of Depositors. PROVIDED that
where the Record of Depositors is required in respect
of corporate actions, at least seven (7) Market Days
prior notice shall be given to the Central Depository.
APPENDIX I - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)65
2. Specific amendments to the following Articles:
Article Existing Articles Amended Articles
No.
37A
58
Transmission of Securities from Foreign Register
(1) Where:-
(a) the securities of the Company are listed on
an Approved Market Place; and
(b) the Company is exempted from compliance
with Section 14 of the Securities Industry
(Central Depositories) Act 1991 or Section
29 of the Securities Industry (Central
Depositories) (Amendment) Act 1998, as the
case may be, under the Rules in respect of
such securities,
the Company shall, upon request of a securities
holder, permit a transmission of securities held by
such securities holder from the register of holders
maintained by the Registrar of the Company in the
jurisdiction of the Approved Market Place
(hereinafter referred to as “the Foreign Register”),
to the register of holders maintained by the
Registrar of the Company in Malaysia (hereinafter
re f e rred to as “the Malaysian Register”)
PROVIDED that there shall be no change in the
ownership of such securities;
(2) For the avoidance of doubt, the Company shall
not allow any transmission of securities from the
Malaysian Register into the Foreign Register, if the
requirements of subparagraphs (1)(a) and (b)
above are fulfilled.
Notice of Meetings
The notices convening meetings shall specify the
place, day and hour of the meeting, and shall be given
to all shareholders at least 14 days before the meeting
or at least 21 days before the meeting where any
special resolution is to be proposed or where it is an
annual general meeting. Any notice of a meeting
called to consider special business shall be
accompanied by a statement regarding the effect of
any proposed resolution in respect of such special
business. At least 14 days' notice or 21 days' notice in
the case where any special resolution is proposed or
where it is the annual general meeting, of every such
meeting shall be given by advertisement in the daily
press and in writing to each stock exchange upon
which the Company is listed.
Transmission of Securities
(1) Where:-
(a) the securities of the Company are listed on
another stock exchange; and
(b) the Company is exempted from compliance
with Section 14 of the Central Depositories
Act or Section 29 of the Securities Industry
(Central Depositories) (Amendment) Act
1998, as the case may be, under the Rules in
respect of such securities,
the Company shall, upon request of a securities
holder, permit a transmission of securities held by
such securities holder from the register of holders
maintained by the Registrar of the Company in the
jurisdiction of the other stock exchange, to the
register of holders maintained by the Registrar of
the Company in Malaysia (hereinafter referred to
as “the Malaysian Register”) and vice versa
PROVIDED that there shall be no change in the
ownership of such securities.
(2) Deleted.
Notice of Meetings
The notices convening meetings shall specify the
place, day and hour of the meeting, and shall be given
to all shareholders at least fourteen (14) days before
the meeting or at least twenty one (21) days before the
meeting where any special resolution is to be
proposed or where it is an annual general meeting.
Any notice of a meeting called to consider special
business shall be accompanied by a statement
regarding the effect of any proposed resolution in
respect of such special business. At least fourteen
(14) days' notice or twenty (21) days' notice in the case
where any special resolution is proposed or where it is
the annual general meeting, of every such meeting
shall be given by advertisement in at least one (1)
nationally circulated Bahasa Malaysia or English daily
newspaper and in writing to each stock exchange
upon which the Company is listed.
APPENDIX I - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T) 66
2. Specific amendments to the following Articles:
Article Existing Articles Amended Articles
No.
58A(2)
70
80
93
Record of Depositors
The Company shall request the Central Depository in
accordance with the Rules, to prepare a Record of
Depositors as at a date not less than 3 market days
before the general meeting (hereinafter referred to as
“the General Meeting Record of Depositors”).
Voting
Subject to any rights or restrictions for the time being
attached to any class or classes of Shares, at meetings
of Members or classes of Members each Member
entitled to vote may vote in person or by proxy or by
attorney on any question and on a show of hands
every person present who is a Member or a duly
authorised representative or proxy or attorney of a
Member shall have one vote, and on a poll every
Member present in person or by proxy or by attorney
or other duly authorised representative shall have one
vote for each Share he holds.
Directors shall be natural persons
All the Directors of the Company shall be natural
persons.
Office of Directors vacated in certain cases
The office of Director shall become vacant if the
Director
(a) ceases to be a Director by virtue of the Act;
(b) becomes bankrupt or makes any arrangement or
composition with his creditors generally;
(c) becomes prohibited from being a Director by
reason of any other made under the Act;
(d) becomes of unsound mind or a person whose
person or estate is liable to be dealt with in any
way under the law relating to mental disorder;
(e) resigns his office by notice in writing to the
Company;
(f) is absent from more than 50% of the total Board of
Directors' meetings held during a financial year
save and except in a case where the Exchange
has granted a waiver to the Director from
compliance with this requirement.
(g) without the consent of the Company in general
meeting holds any other office of profit under the
Company except that of Managing Director or
manager; or
(h) is directly or indirectly interested in any contract
or proposed contract with the Company and fails
to declare the nature of his interest in manner
required by the Act.
Record of Depositors
The Company shall a l s o request the Central
Depository in accordance with the Rules, to issue a
Record of Depositors, as at the latest date which is
reasonably practicable which shall in any event be not
less than three (3) market days before the general
meeting (hereinafter re f e rred to as “the General
Meeting Record of Depositors”).
Voting Rights
Subject to any rights or restrictions for the time being
attached to any class or classes of Shares at meetings
of Members or classes of Members, each Member
entitled to vote may vote in person or by proxy or by
attorney on any question and on a show of hands. On
a resolution to be decided on a show of hands, a
holder of ordinary shares or preference shares who is
personally present and entitled to vote shall be entitled
to one (1) vote, and on a poll every Member present in
person or by proxy or by attorney or other duly
authorised representative shall have one (1) vote for
each Share he holds.
Deleted.
Office of Directors vacated in certain cases
The office of Director shall become vacant if the
Director
(a) ceases to be a Director by virtue of the Act;
(b) becomes bankrupt or makes any arrangement or
composition with his creditors generally during his
term of office;
(c) becomes prohibited from being a Director by
reason of any other made under the Act;
(d) becomes of unsound mind or a person whose
person or estate is liable to be dealt with in any
way under the law relating to mental disorder
during his term of office;
(e) resigns his office by notice in writing to the
Company;
(f) Deleted;
(g) without the consent of the Company in general
meeting holds any other office of profit under the
Company except that of Managing Director or
manager; or
(h) is directly or indirectly interested in any contract
or proposed contract with the Company and fails
to declare the nature of his interest in manner
required by the Act.
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I/We_____________________________________________________________________________________________________
of_______________________________________________________________________________________________________
being a member/members of YONG TAI BERHAD hereby appoint *the Chairman of the meeting or
_______________________________________________________________________________________________________ of
_________________________________________________________________________________________ or failing him/her,
_________________________________________________________________________________________________________
of ____________________________________________________________________________________________ as my/our
proxy/proxies to vote for me/us on my/our behalf at the Fourteenth Annual General Meeting of the Company to be held
at 2nd Floor, 3, Jalan Kapal, Kawasan Perindustrian Tongkang Pecah, 83010 Batu Pahat, Johor Darul Takzim on
Thursday, 18 December 2008, at 2.30 p.m. or at any adjournment thereof in the manner indicated below:
Resolutions For Against
1 Receive of the Directors' Report and Audited Financial Statements for the
year ended 30 June 2008 together with the Auditors' Report thereon
2 Approval of payment of Directors' Fees
3 Re-election of Tai Shzee Yuan as Director
4 Re-election of Liew Huat Kwang as Director
5 Re-election of Loi Kim Fah as Director
6 Re-election of Datuk Hj. Amil @ Amir Bin Junus as Director
7 Re-appointment of T H Law & Co. as Auditors
8 Authority to issue new ordinary shares pursuant to Section 132D of the
Companies Act, 1965
9 Proposed amendments to the Articles of Association
Please indicate with a cross (X) in the spaces provided how you wish your vote to be cast. In the absence of
specific directions, your proxy may vote or abstain from voting at his/her discretion.
Signed this.............. day of ........................….2008
...........................................................................
Signature(s)
Notes:1. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.2. To be valid, the proxy form duly completed, must be deposited at Ground Floor, 8, Lorong Universiti B, Section 16, 46350 Petaling Jaya, Selangor Darul Ehsan not
less than forty-eight (48) hours before the time for holding the meeting or any adjournment hereof.3. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting and the provision of Section 149(1)(c) of the Companies Act,
1965 shall not apply.4. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he/she specifies the proportions of his/her holdings to be represented
by each proxy.5. If the appointor is a corporation, this form must be executed under its common seal or under the hand of an officer or attorney duly authorised in writing, and in the
case of an individual, shall be signed by the appointor or his/her attorney.6. Any alteration in this form must be initialed.
PROXY FORM
ANNUAL REPORT 2008
YONG TAI BERHAD (311186-T)
No. of shares held
THE SECRETARY
YONG TAI BERHAD(311186-T)
Ground Floor, 8, Lorong Universiti BSection 16, 46350 Petaling Jaya
Selangor Darul Ehsan
Please fold here to seal
Please fold here to seal
STAMP
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