Contents...2009/04/15 · e-mail : [email protected] Website : Manufacturing Plants Lot 7, Jalan 6/1 Kawasan Perindustrian Seri Kembangan 43300 Seri Kembangan Selangor Darul ehsan 25

Contents 2

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5

7

13

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22

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25

26

27

28

29

57

58

60

62

64

Chairman’s Statement

Directorate and Corporate Information

Profile of Directors

Corporate Governance Statements

Audit Committee Report

Statement on Internal Control

Financial Statements:-

Directors’ Report

Statement by Directors

Statutory Declaration

Independent Auditors’ Report

Balance Sheets

Income Statements

Statement of Changes in Equity

Cash Flow Statements

Notes to the Financial Statements

Additional Compliance Information

Properties of the Group

Shareholders’ Information

Notice of the Annual General Meeting

Statement of Accompanying Notice of

Annual General Meeting

Proxy Form

annualreport 2008

� United U-LI Corporation Berhad

BUSINESS REVIEWDuring the financial year 2008, the Group continued to operate under keen competition, abnormal economic conditions, worldwide credit crunch, sharp fluctuations in material prices and adverse volatility in major foreign currency exchange.

The Group’s focus in the previous financial year in enhancing its competitive position through internal processes have largely enabled the Group to weather the difficult business environment and achieve a year of record performance since its listing on Bursa Malaysia.

FINANCIAL PERFORMANCEFor the financial year ended 31 December 2008, the Group managed to register higher revenue of RM157.8 million, an increase of 8.4% over that achieved in the financial year 2007 of RM145.6 million. After accounting for tax, the profit for the year improved by a very healthy 108.8% from RM10.2 million in the financial year 2007 to RM21.3 million this financial year.

Despite the challenges mentioned in our business review above, the Group was able to achieve an exceptionally successful financial year 2008.

CORPORATE GOVERNANCEThe Board is committed to observing the Malaysian Code of Corporate Governance (Revised 2007) and Listing Requirements of Bursa Securities and has ensured that a high standard of corporate governance is practiced throughout the Group to safeguard the Group’s assets, operations and shareholder value. Our statement on corporate governance can be found on pages 7 to12.

There were no sanctions and/or penalties imposed on the Company and its subsidiary companies, Directors or management by the relevant regulatory bodies in 2008.

PROSPECTSThe Group’s steel products will continue to be an important material of the engineering and construction industry. With the announcement of various Stimulus Packages by the Malaysian Government, the Group is continuously optimistic of its prospects in the domestic market.

DeAR VALueD ShARehOLDeRS,

On behalf of the Board of Directors, I am pleased to present the Annual Report and Audited Financial Statements of the Group and of the Company for the financial year ended 31 December 2008.

Chairman’s Statement

3 annualreport 2008

On the international front, the Group’s success in securing contracts for various mega projects is expected to continue to provide stable earnings to the Group in year 2009.

CORPORATE SOCIAL RESPONSIBILITYThe Group is committed to Corporate Social Responsibility (“CRS”) by integrating it into the business operations.

Activities implemented do not only improve the skills and competency of personnel, they also create an awareness that the Group cares for their well-being.

The Group continues to place great importance on the need to protect our environment. The Group’s business responsibility, while geared towards increasing profitability, is also to maintain its good manufacturing practices and to adhere to national environmental policies at all times.

WORD OF APPRECIATIONOn behalf of the Board, I would like to thank the Directors, the management and all employees of the Group for their dedicated services, commitment, loyalty and contribution during 2008. The year 2009 will continue to be very challenging but I have no doubt on the Group’s ability to overcome whatever difficulties that may present themselves.

I would also like to take this opportunity to thank the Regulatory Authorities, shareholders, customers, business associates, clients, bankers, sub-contractors and suppliers for their continuing support, trust and confidence to the Group.

I appreciate the trust and opportunity given to me to assume the position of Chairman of a distinguished Group like united u-LI Corporation Berhad. I shall endeavour to give my atmost in discharging the responsibilities entrusted upon me. With the support of my co-directors, the management and staff and other stakeholders, I am hopeful that my job would be made much easier.

Dato’ Wira Abd Rahman bin IsmailChairman

Date: 27 March 2009

Chairman’s Statement (Continued)

4 United U-LI Corporation Berhad

4

Board of Directors Dato’ Wira Abd Rahman bin Ismail (Independent Non-Executive Chairman)Dato’ Lee Yoon Wah (Group Managing Director/Chief (Executive Officer)Dato’ Lee Yoon Kong (Executive Director)Teow Lai Seng (Executive Director)Chim Wai Khuan(Independent Non-Executive Director)Wong Chow Lan(Independent Non-Executive Director)Lokman bin Mansor(Independent Non-Executive Director)Shariff bin Mohd Shah (Non-Independent Non-Executive (Director)

Secretaries Koay Soo Ngoh (MaICsa 0856746)Foo Li Ling (MaICsa 7019557)

Registered Office 62C, Jalan SS21/62 Damansara utama47400 Petaling JayaSelangor Darul ehsanTel No. : + (603) 7727 2806 / 7729 3337Fax No. : + (603) 7729 3619

Head/Management Office 33, Jalan Kartunis u1/47Temasya Industrial ParkSeksyen u140150 Shah AlamSelangor Darul ehsanTel No. : + (603) 5569 5999 Fax No. : + (603) 5569 1666e-mail : [email protected] : www.uli.com.my

Manufacturing PlantsLot 7, Jalan 6/1Kawasan Perindustrian Seri Kembangan 43300 Seri KembanganSelangor Darul ehsan

25 & 27 Jalan Taming LimaTaman Taming Jaya43300 Seri KembanganSelangor Darul ehsan

Lot 5 (PT7907), Jalan Balakong43300 Seri KembanganSelangor Darul ehsan

Lot 44, Jalan Cetak Tasek Industrial estate31400 Ipoh, Perak Darul Ridzuan

Branch Office1 Jalan Seroja 54, Taman Johor Jaya 81100 Johor Bahru, Johor Darul Takzim

Registrar Symphony Share Registrars Sdn. Bhd.Level 26, Menara Multi PurposeCapital Square8, Jalan Munshi Abdullah50100 Kuala LumpurTel No. : + (603) 2721 2222Fax No. : + (603) 2721 2530 / 31

AuditorsRoger Yue, Tan & AssociatesChartered Accountants

Audit Committee Chim Wai Khuan (Chairman)Wong Chow LanLokman bin Mansor

Remuneration Committee Dato’ Wira Abd Rahman bin Ismail (Chairman)Chim Wai KhuanWong Chow Lan

Nomination Committee Dato’ Wira Abd Rahman bin Ismail (Chairman)Chim Wai KhuanWong Chow Lan

Directorate & Corporate Information

Group Principal Bankers united Overseas Bank (Malaysia) Berhad39-45, Jalan Othman46000 Petaling JayaSelangor Darul ehsan

eON Bank Berhad Lot 43 & 45, Jalan uSJ 10/1GTaipan Triangle47620 Subang Jaya Selangor Darul ehsan

Solicitors Cheang & AriffAdvocates & Solicitors39 Court @ Loke Mansion273A, Jalan Medan Tuanku50300 Kuala Lumpur

Tay & helen WongSuite 703, Block F, Phileo Damansara I9 Jalan 16/11, 46350 Petaling JayaSelangor Darul ehsan

Stock Exchange Listing Main Board of Bursa Malaysia Securities BerhadStock Code : 7133

Products ManufacturedCable Support SystemsIntegrated Ceiling SystemsSteel Roof BattensBuilding MaterialsLight Fittings

5 annualreport 2008

Dato’ Wira Abd Rahman bin IsmailIndependent Non-Executive Chairman

Dato’ Wira Abd Rahman bin Ismail, a Malaysian, aged 80, is an Independent Non-executive Director and the Chairman of uLC. he was appointed to the Board on 21 February 2002. he is also the Chairman of the Nomination Committee and Remuneration Committee. he completed his secondary education at Sultan Abdul hamid College, Alor Star, Kedah Darul Aman in 1949. he served in the Royal Malaysian Police Force since 1950, holding various posts until 1985 when he retired as the Deputy Inspector General of Police. During his tenure of service, he represented Malaysia in various Interpol and drug enforcement/conferences/seminars/committees at international and regional levels. From 1979 to 1982, he was elected as an executive Committee Member of Interpol and was subsequently elected as Vice President of Interpol from 1984 up to 1985. he tendered his resignation due to his retirement from the Royal Malaysian Police Force. he sits on the Board of all subsidiary companies of the group. he also sits on the Board of TSM Global Berhad and KYM holdings Bhd., both of which are companies listed on the Bursa Securities and several private limited companies. he does not have any family relationship with any Director and/or major shareholder of the Company and has no conflict of interest with the Company. he has no convictions for offences within the past ten (10) years other than for traffic offences, if any. he attended all Board Meetings of the Company held in the financial year ended 31 December 2008.

Dato’ Lee Yoon WahGroup Managing Director/ Chief Executive Officer

Dato’ Lee Yoon Wah, a Malaysian, aged 50, is the Group Managing Director/Chief executive Officer of uLC. he was appointed to the Board on 21 February 2002. he completed his secondary education in 1975 and is one of the founder members of the uLC Group. Presently, he is in charge of the overall management and growth of the Group. he has more than 21 years’ working experience in the electrical industry. he

is credited for charting the growth of the Group since its inception from a small operation to an industrial concern as it is today. As the driving force behind the Group’s growth, he is also responsible for the overall business development, strategic planning as well as the business and corporate development of the Group. he also sits on the Board of all the subsidiary companies of the Group. he is the brother to Dato’ Lee Yoon Kong, major shareholder and Director of the Company. he has no conflict of interest with the Company and has no convictions for offences within the past ten (10) years other than for traffic offences, if any. he attended all Board Meetings of the Company held in the financial year ended 31 December 2008.

Dato’ Lee Yoon KongExecutive Director

Dato’ Lee Yoon Kong, a Malaysian, aged 49, is an executive Director of uLC. he was appointed to the Board on 21 February 2002. he is one of the founder members of the uLC Group. he holds a Diploma in electrical engineering. Prior to joining united u-LI (M) Sdn. Bhd. (“uLSB”), a subsidiary company of uLC, he was the electronics Technician with Amateur Photo Store Sdn. Bhd., the locally appointed agent for AKAI products, from 1979 to 1983. he has more than 21 years’ working experience in the electrical industry and has contributed significantly towards the growth of the Group. Presently, he is responsible for the technical, production and manufacturing functions of the Group. he also sits on the Board of all the subsidiary companies of the Group. he is the brother to Dato’ Lee Yoon Wah, major shareholder and Director of the Company. he has no conflict of interest with the Company and has no convictions for offences within the past ten (10) years other than for traffic offences, if any. he attended all Board Meetings of the Company held in the financial year ended 31 December 2008.

Teow Lai SengExecutive Director

Teow Lai Seng, a Malaysian, aged 47, is an executive Director of uLC. he was appointed to the Board on 21 February 2002. he has more than

Profile Of Directors

19 years’ working experience in the electrical industry. he holds a Diploma in electronics engineering and was the Technical and Service Technician with Amateur Photo Store Sdn. Bhd. prior to joining uLSB as a Factory Supervisor in 1982. he was subsequently promoted to Factory Manager in 1990 and is responsible for the overall management and production operations of the factory. he also sits on the Board of certain subsidiary companies of the Group. he does not have any family relationship with any Director and/or major shareholder of the Company and has no conflict of interest with the Company. he has no convictions for offences within the past ten (10) years other than for traffic offences, if any. he attended all Board Meetings of the Company held in the financial year ended 31 December 2008.

Chim Wai KhuanIndependent Non-Executive Director

Chim Wai Khuan, a Malaysian, aged 58, is an Independent Non-executive Director of uLC. he was appointed to the Board on 21 February 2002. he is also the Chairman of the Audit Committee and a member of the Nomination Committee and Remuneration Committee. he is an accountant by training and is currently a member of the Malaysian Institute of Accountants. he has vast experience in the areas of accounting, audit, tax and corporate secretarial and consultancy matters, having served in various capacities both in the united Kingdom and in Malaysia from 1975 to 2000. Currently, he is practising as a Corporate and Management Consultant and also manages his own audit practice under the name of WK Co. he is also the Independent Director and Audit Committee Member of Advance Synergy Capital Berhad and Advance Synergy Berhad, both companies listed on the Main Board of Bursa Malaysia Securities Berhad. he also sits on the Board of several private limited companies. he does not have any family relationship with any Director and/or major shareholder of the Company and has no conflict of interest with the Company. he has no convictions for offences within the past ten (10) years other than for traffic offences, if any. he attended all Board Meetings of the Company held in the financial year ended 31 December 2008.


Wong Chow LanIndependent Non-Executive Director

Wong Chow Lan, a Malaysian, aged 47, is an Independent Non-executive Director of uLC. She was appointed to the Board on 11 April 2000. She is also a member of the Nomination Committee, Remuneration Committee and Audit Committee. She holds a Diploma in Business Management from Kolej Tunku Abdul Rahman and is a qualified Chartered Secretary of the Institute of Chartered Secretaries and Administrators since 1992. At present, she is an associate member of The Malaysian Association of The Institute of Chartered Secretaries and Administrators. Currently, she is attached to a consultancy firm. At present, she also sits on the Board of several private limited companies. She does not have any family relationship with any Director and/or major shareholder of the Company and has no conflict of interest with the Company. She has no convictions for offences within the past ten (10) years other than for traffic offences, if any. She attended all Board Meetings of the Company held in the financial year ended 31 December 2008.

Lokman bin MansorIndependent Non-Executive Director

Lokman bin Mansor, a Malaysian, aged 49, is an Independent Non-executive Director of uLC. he was appointed to the Board on 21 February 2002. he is also a member of the Audit Committee. he graduated with a Bachelor of Architecture from Adelaide university, Australia in 1984 and is presently a corporate member of Pertubuhan Akitek Malaysia and a registered architect with Lembaga Akitek Malaysia. From 1981 to 1982, he was attached with CSL & Associates in the capacity of Architectural Assistant. In 1984, he joined Pakatan Reka Architects as an Assistant Architect before taking up a lecturing position with Institut Teknologi Mara in 1986. From 1987 to 1991, he was appointed as a Director of Binateras-DeG Arkitek Sdn. Bhd.. In 1991, he founded Advocad Architect and he is currently the senior partner of the firm. he has gained vast experience in the area of development and project management in implementation of projects and is also well versed in the various aspects related to property investment, financing

and market assessment. he does not have any family relationship with any Director and/or major shareholder of the Company and has no conflict of interest with the Company. he has no convictions for offences within the past ten (10) years other than for traffic offences, if any. he attended all Board Meetings held in the financial year ended 31 December 2008.

Shariff bin Mohd ShahNon-Independent Non-Executive Director

Shariff bin Mohd Shah, a Malaysian, aged 60, is an Non-Independent Non-executive Director of uLC. he was appointed to the Board on 1 October 2003. he graduated with a Bachelor of economics (hons) from university of Malaya in 1971. upon graduation he joined the Administrative and Diplomatic Service (PTD) and posted to the Government Staff Training Centre and then to the Ministry of Foreign Affairs. he left government service in 1975 to join Borneo Company (1975) Sdn. Bhd. as Marketing executive until 1978. he was Marketing Director of the National Livestock Development Corporation between 1978 until 1981. he took up appointment as Manager, Guthrie Malaysia Trading Corporation in 1983 and was the senior General Manager of the company when he left in 1997. he has wide experience in international trading and marketing and currently sits on the Board of several private limited companies. he does not have any family relationship with any Director and/or major shareholder of the Company and has no conflict of interest with the Company. he has no convictions for offences within the past ten (10) years other than for traffic offences, if any. he attended all Board Meetings of the Company held in the financial year ended 31 December 2008.

Profile Of Directors (Continued)

7 annualreport 2008

Corporate Governance Statements

The Board of Directors of united u-LI Corporation Berhad (“the Board”) fully appreciates the importance of adopting high standards of Corporate Governance within the Group. The Board is committed to ensuring that the highest standards of Corporate Governance are consistently observed by the Group. Apart from observance of the Principles and Best Practices on Corporate Governance as set out in the Malaysian Code on Corporate Governance (Revised 2007) (“the Code”), the Board has also moved to put in place stringent parameters and measures for adherence by the management.

By promoting integrity and professionalism in the management of the Group’s affairs, the Board acknowledges the corporate governance tenets of transparency, accountability, integrity and corporate governance as the prerequisites of a responsible corporate citizen.

The Board is therefore pleased to report that during the financial year ended 31 December 2008, it had practiced good corporate governance in directing and managing the business affairs of the Company and its subsidiaries (“the Group”).

BOARD OF DIReCTORS

Board Composition and Balance

The Board currently comprises eight (8) members, three (3) of whom are executive Directors and five (5) Non-executive Directors. Four (4) Non-executive Directors are independent and hence fulfill the prescribed requirements for one-third (1/3) of the membership of the Board to be independent Members.

The composition and size of the Board is a well-balanced with an effective mix of executive Directors and Independent Non-executive Directors, which is in line with the Code and with the right mix of skills and experience. This balance enables the Board to provide clear and effective leadership to the Group and facilitates the Board in making of informed and critical decisions on many aspects of the Group’s strategies and performances. The Board structure also ensures that no individual or group of individuals dominates the Board’s decision making process.

The executive Directors who have good knowledge of the business are responsible for implementing corporate strategies and policies as well as charged with the management of the day-to-day operations of the business.

The Independent Directors play a pivotal role in corporate accountability. The Independent Directors are independent of management and free from any business relationship which could materially interfere with the exercise of their judgement or the ability to act in the best interests of the Group and of the minority shareholders. The presence of the Independent Non-executive Directors are essential in providing the Group with a wider general experience of strategy formulation, unbiased and independent opinions, advices, judgements, objective view of the performance of the management and professionalism to ensure that adequate systems are used to safeguard the interests not only to the Group, but also to minority shareholders and stakeholders of the Group.

There is a clear and distinct division of responsibilities between the Chairman and the Managing Director to ensure a proper balance of power and authority. The Chairman leads the Board in setting values and standards of the Group and is responsible for the effective conduct of the Board. he ensures that information relating to issues on agenda is disseminated to all Directors well before deliberation at Board meetings and facilitates the constructive relations between the executive and Non-executive Directors whilst the Managing Director has overall responsibility over the operating units, organisational effectiveness, coordinating the development and implementation of business and corporate strategy as well as the implementation of Board policies and decisions.

Board Responsibilities

The Board retains full and effective control of the Group and is responsible for the overall performance of the Group focusing on its strategic plans, business performance, succession planning, risk management, as well as reviewing the adequacy and integrity of its internal control and management information systems.

The Board meets regularly to review the Group’s corporate strategies, business operations and financial performance. Matters significant to the Group’s business and finances including approval of quarterly results and annual report, annual budget, major capital expenditure, material acquisition and disposal of assets are also discussed at these meetings.

Board Meetings and Supply of Information

To ensure effective management of the Group, Board meetings are convened regularly during the year, at quarterly intervals or as and when necessary. During the financial year seven (7) Board meetings took place.


Details of the attendance of the Directors at the Board meetings held in the financial year ended 31 December 2008 are as follows:

Name of Director No. of Meetings Attended Dato’ Wira Abd Rahman bin Ismail 7/7Dato’ Lee Yoon Wah 7/7Dato’ Lee Yoon Kong 7/7Teow Lai Seng 7/7Chim Wai Khuan 7/7Wong Chow Lan 7/7Lokman bin Mansor 7/7Shariff bin Mohd Shah 7/7

All Directors are provided with an agenda inclusive of relevant Board papers prior to each Board meeting. The Board papers include minutes of the last Board meeting, agenda for the current meeting and any report and documents pertaining to the issues to be discussed at the meeting. The Board papers are issued in sufficient time to enable the Directors to obtain a comprehensive understanding of the issues to be deliberated upon to enable them to arrive at an informed decision. The Chairman of the Board chairs the Board meetings while the Managing Director leads the presentation and provides explanations on the Board reports. Senior Management staff may be invited to attend the Board meetings to explain and clarify matters being tabled.

In addition to quarterly Board meetings, briefings are conducted for the Board from time to time on various issues such as changes to company and securities legislations, rules and regulations to inform them of the latest developments in these areas. The Directors are also notified of any corporate announcements released to the Bursa Securities. They are also informed of the impending restriction in dealing with the securities of the Company at least one month prior to the release of the quarterly financial result announcement.

In exercising their duties, the Board has unrestricted access to timely and accurate information which is not only quantitative but also other information deemed suitable within the Group, whether as a full Board or in their individual capacity. All Directors also have direct access to the advice and the services of the Group’s Company Secretary in carrying out their duties. In addition, the Board may also seek professional opinion and independent advice from external consultants, if necessary, at the Company’s expense.

Appointment and Re-election of Board Members

The Code provides greater clarity on the aspects of which Nomination Committee should consider when recommending candidates for directorship. The Code further places the importance of the Director appraisal where Nomination Committee should ensure that its assessments and evaluations are properly documented.

In accordance with the Company’s Articles of Association, all Directors are required to submit themselves for re-election by rotation at least once in every three (3) years at each Annual General Meeting (“AGM”). Newly appointed Directors shall hold office until the AGM following their appointment and shall then be eligible for re-election by shareholders. The proposed appointment of new Board members, resignation of existing members, as well as the proposed re-election of the Directors are approved by the Board upon the recommendation of the Nomination Committee.

The Articles of Association also requires that at least one-third (1/3) of the Directors including executive Directors, to retire from office by rotation and be eligible for re-election at every AGM. All Directors shall submit for re-election at least once every three (3) years from the date of appointment in compliance with the Listing Requirements of the Bursa Securities.

Pursuant to Section 129(2) of the Companies Act, 1965, Directors who are over seventy (70) years of age are required to submit themselves for re-appointment annually.

The Board, through its delegation to the Nomination Committee, has set up and implemented the process for the assessments of its Chairman, the individual Board Members and the Board as a whole. For the financial year ended 31 December 2008, the Board has, through the Nomination Committee, reviewed the skills mix and experience of the individual Directors and assessed the effectiveness of the Board as a whole.

Directors’ Training

All Directors have attended the Mandatory Accreditation Programme (“MAP”) and the Continuing education Programme (“CeP”) prescribed by the Bursa Securities. The Directors will continue to attend other relevant training programmes to keep abreast with developments on a continuous basis in compliance with the Listing Requirements of Bursa Securities.

Corporate Governance Statements (Continued)

9 annualreport 2008

In addition, the Directors are mindful that they should receive continuous training programmes to equip themselves with the knowledge to discharge their duties effectively.

Directors’ Remuneration

The remuneration of the executive Directors consists of basic salary and other emoluments. Other benefits customary to the Group are made available as appropriate. Any salary review takes into account market rates and the performance of the individual and the Group. The Non-executive Directors’ remuneration comprises fees that reflect their expected roles and responsibilities, including any additional work and contributions required. In addition, each Director is paid a meeting allowance for each Board and Committee meeting they attended. The Directors’ fees are approved annually by the shareholders at the AGM.

Details of remuneration of Directors who served during the financial year ended 31 December 2008 are as follows:

Executive Non-Executive Directors DirectorsAggregate Remuneration by Category RM RM Salaries and bonuses 1,735,267 -Fees 459,000 223,000Other emoluments 258,884 19,875Benefit-in-kind 38,200 2,500 Total 2,491,351 245,375

The numbers of Directors whose remuneration fall within the respective bands are as follows:

Number of Directors Executive Non-ExecutiveRange of remuneration Directors Directors RM50,000 & below - 5RM200,001 to RM250,000 1 -RM1,050,001 to RM1,100,000 1 -RM1,100,001 to RM1,150,000 1 -

Board Committees

In order to ensure the effective discharge of its fiduciary duties, the Board has established various Board Committees to assist the Board in the running of the Group. This is to allow the members of the Board Committees to deliberate and examine issues within their terms of reference in greater details and subsequently recommend and report to the Board. The functions and terms of reference of the committees, as well as the authority delegated by the Board to these committees, have been clearly defined and approved by the Board. All Board Committees do not have executive powers but only the power to make recommendations to the Board.

The Board Committees for the financial year under review are as follows:

(a) Audit Committee

Audit Committee operates under a clearly defined Terms of Reference stating its roles and responsibilities in ensuring the quality and integrity of the practices of the Group.

The Audit Committee presently comprises three (3) members, all of whom are Independent Non-executive Directors:

i) Chim Wai Khuan (Independent Non-Executive Director) – Chairman ii) Wong Chow Lan (Independent Non-Executive Director) iii) Lokman bin Mansor (Independent Non-Executive Director)

The Audit Committee has held a total of six (6) meetings during the course of the financial year ended 31 December 2008.



(b) Nomination Committee

The Nomination Committee is responsible for ensuring the Board has the appropriate balance and size, and recommending the right candidates with the necessary mix of skills, experience and competencies to be appointed to the Board. The membership of the Committee has not changed since the last report.

The Nomination Committee comprises three (3) members, all of whom are Independent Non-executive Directors:

i) Dato’ Wira Abd Rahman bin Ismail (Independent Non-executive Chairman) - Chairmanii) Chim Wai Khuan (Independent Non-executive Director)iii) Wong Chow Lan (Independent Non-executive Director)

Meetings of the Nomination Committee are held as and when required, and at least once a year. During the financial year ended 31 December 2008, the Committee met once (1) and the meeting was attended by all its members.

The Terms of Reference of the Nomination Committee are as follows:

• to review, recommend and consider suitable candidates to the Board of the Group, including committees of the Board;

• to review and determine the mix of skills, experience and other qualities, including core competencies of Non-executive Directors, on an annual basis;

• to assess the Directors on an on-going basis and the effectiveness of the Board as a whole, the committees of the Board and the contribution of each individual Director, including Independent Non-executive Directors as well as chief executive officer;

• to recommend suitable orientation, educational and training programmes to continuously train and equip the existing and new Directors;

• to provide a succession planning policy and ensure that the policy is kept under review;

• to examine particular issues and make the appropriate recommendations to the Board; and

• to ensure the composition of the Board is in accordance with the Memorandum and Articles of Association and the requirements for Best Practice of Corporate Governance.

All recommendations of the Nomination Committee are subject to the endorsement of the Board. (c) Remuneration Committee

The Remuneration Committee is responsible for carrying out annual reviews whereupon recommendations are submitted to the Board on the overall remuneration policy for Directors and Key Senior Management Officers, to ensure that the remuneration policy remains in support of its corporate objectives and shareholder value, and is in tandem with its culture and strategy.

The Remuneration Committee comprises three (3) members, all of whom are Independent Non-executive Directors:

i) Dato’ Wira Abd Rahman bin Ismail (Independent Non-executive Chairman) - Chairmanii) Chim Wai Khuan (Independent Non-executive Director)iii) Wong Chow Lan (Independent Non-executive Director)

Meetings of the Remuneration Committee are held as and when required, and at least once a year. During the financial year ended 31 December 2008, the Committee met once (1) and the meeting was attended by all its members.

The terms of reference of the Remuneration Committee are as follows:

• to establish and review the terms and conditions of employment and remuneration of executive Directors and Key Senior Management Officers of the Group to ensure that rewards commensurate with their contributions to the Group’s growth and profitability; and supports the Group’s objectives and shareholder value and is consistent with the Group’s culture and strategy;


11 annualreport 2008

• to review annually the performance of the executive Directors and recommend to the Board specific adjustments in remuneration and/or reward payments if any reflecting their contributions for the year;

• to ensure the level of remuneration for Independent Non-executive Directors reflects their experience and level of responsibilities undertaken and contribution to the effective functioning of the Board. Reviews and recommends changes to the Board where necessary; and

• keep abreast of the terms and conditions of service of the executive Directors including their total remuneration package for market comparability. Reviews and recommends changes to the Board where necessary.

All recommendations of the Remuneration Committee are subject to the endorsement of the Board.

INVeSTORS ReLATIONS AND ShARehOLDeRS COMMuNICATION

The Board acknowledges the importance of maintaining transparency and accountability to all its stakeholders, particularly its shareholders and investors as it ensures that market credibility and investors’ confidence are maintained. Through extensive disclosures of appropriate and relevant information, using various channels of communication on a timely basis, the Group aims to effectively provide shareholders and investors with information to fulfill transparency and accountability objectives.

At this juncture, the channel of communication to shareholders, stakeholders and general public for the overall performance and operations of the Group’s business activities are press releases, public announcements on quarterly basis, annual report and disclosures to the Bursa Securities.

Meetings with institutional investors, fund managers and analysts from time to time provide an additional avenue for the Board and Management to convey information about Group’s performance, strategy and other matters affecting shareholders’ interests.

The upcoming AGM represents the principal forum for dialogue and interaction with shareholders. The notice of meeting and the annual report are sent out to shareholders at least 21 days before the date of the meeting in accordance with the Company’s Articles of Association. A presentation is given by the Chairman to explain the Group’s strategy, performance and major developments to shareholders during the AGM. Shareholders are accorded both the opportunity and time to raise questions or offer constructive criticism pertaining to the operations and financial matters of the Group; whilst the Board and Senior Management will provide the answers and appropriate clarifications to issues raised. The external auditors will also be present to provide their professional and independent clarification on issues and concerns raised by the shareholders, if necessary.

Besides the key channels of communication through the annual report, general meetings and announcements to Bursa Securities as well as analyst and media briefings, there is also continuous effort to enhance the Group’s website at www.uli.com.my as a channel of communication and information dissemination. Continuous improvement and development of the website will be undertaken by the Group to ensure easy and convenient access.

ACCOuNTABILITY AND AuDIT

Financial Reporting

The Board aims to provide and present a clear, balanced and meaningful assessment of the Group’s financial position and prospects by ensuring quality financial reporting through the annual financial statements and quarterly financial results to its stakeholders, in particular, shareholders, investors and the regulatory authorities.

The Audit Committee assists the Board in scrutinising information for disclosure to ensure the quality of financial reporting and adequacy of such information, prior to submission to the Board for its approval.

As required by the Companies Act, 1965, the Directors are responsible for the preparation of annual financial statements in accordance with applicable approved accounting standards in Malaysia so as to give a true and fair view of the state of affairs of the Group and the Company at the end of each financial year and of the results and cash flows of the Group and of the Company for the financial year. The accounting policies and methods once adopted, are consistently applied and supported by reasonable judgements and estimates.

The Directors have responsibility for ensuring that the Group keeps proper accounting records which disclose with reasonable accuracy at any time, the financial position of the Group and to enable them to ensure that the financial statements comply with the Companies Act, 1965 and applicable approved accounting standards in Malaysia.



In addition, the Directors are also responsible for taking reasonable steps to safeguard the assets for the Group and to prevent and detect fraud as well as other irregularities.

Internal Control

The Board acknowledges its overall responsibility for maintaining a sound system of internal controls that provides reasonable assessment of effective and efficient operations, internal financial controls and compliance with laws and regulations as well as with internal procedures and guidelines. The effectiveness of the system of internal controls of the Group is reviewed periodically by the Audit Committee.

Further details of the Group’s system of internal controls are set out in the Statement on Internal Control of this Annual Report.

Relationship with Auditors

The Board maintains a transparent and professional relationship with the external auditors. The Audit Committee meets with the external auditors at least once a year to discuss their audit plan, audit findings and the financial statements. The Audit Committee also meets the external auditors without the presence of the executive Directors and the management at least twice a year. From time to time, the external auditors highlight to the Audit Committee and the Board on matters that require the Board’s attention.

The role of the Audit Committee in relation to both the internal and external auditors is described in the Audit Committee Report of this Annual Report.

Compliance with the Code

The Board is satisfied that the Group has maintained high standards of Corporate Governance and has strived to achieve the highest level of integrity and ethical standard, in all its business dealings, including compliance with the Code throughout the financial year ended 31 December 2008.

This Statement is made in accordance with the resolution of the Board.



MeMBeRS

Chim Wai Khuan (Independent Non-executive Director) - ChairmanWong Chow Lan (Independent Non-executive Director)Lokman bin Mansor (Independent Non-executive Director)

TeRMS OF ReFeReNCe

1. Membership

The Audit Committee shall be appointed by the Board of Directors amongst the Directors and shall consist of not less than three (3) members, all of whom must be Non-executive Directors, with majority of them being Independent. The chairman who shall be elected by the Audit Committee must be an Independent Non-executive Director. No alternate Director shall be appointed as a member of the Audit Committee.

The Board shall at all times ensure that at least one (1) member of the Audit Committee:i) must be a member of the Malaysian Institute of Accountants (“MIA”); orii) if he is not a member of the MIA, he must have at least three (3) years’ working experience and: • he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act, 1967; or • 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; oriii) fulfils such other requirements as prescribed or approved by Bursa Securities.

At least once in every three (3) years, the Board of Directors must review the Terms of Reference and performance of the Audit Committee and each of its members to determine whether the Audit Committee and its members carried out their duties in accordance to the Terms of Reference.

2. Meetings and Reporting Procedures

The Audit Committee shall convene meetings at least four (4) times a year, or more frequently as the Audit Committee considers necessary. The chairman of the Audit Committee, or the secretary on the requisition of any members, the head of internal audit or the external auditors, shall at any time summon a meeting by giving reasonable notice. A quorum shall be two (2) members present and majority of which must be Independent Directors.

The chief financial officer and the company secretary, the head of internal audit and a representative of the external auditors shall normally be invited to attend the meetings but may be requested to leave a meeting as and when deemed necessary by the Audit Committee. Other Board members and senior management staff may attend meetings upon the invitation of the Audit Committee. however, the Audit Committee shall meet the external auditors without any executive Directors and employees present at least twice a year.

The company secretary shall act as secretary of the Audit Committee. The secretary shall draw up an agenda for each meeting, in consultation with the chairman of the Audit Committee. The agenda shall be distributed to all members of the Audit Committee and head of internal audit as well as external auditors before the meeting together with supporting papers. The minutes of the meeting of the Audit Committee shall be signed by the Chairman and circulated to all members of the Board. The chairman of the Audit Committee shall report on each meeting to the Board and all recommendations of the Audit Committee shall be submitted to the Board for approval.

3. Authority

The Audit Committee is authorised by the Board and at the cost of the Company to:

• investigate any activity within its Terms of Reference;• have the internal audit function report directly to the Audit Committee;• have the resources required to perform its duties;• have full and unrestricted access to any information pertaining to the Company or the Group for the purpose of discharging

its functions and responsibilities;• have direct communication channels with the external and internal auditors;• obtain external legal or other independent advice as necessary; and• to convene meeting with the external auditors, the internal auditors or both, excluding the attendance of other Directors

and employees of the Company, whenever deemed necessary.

Audit Committee Report


4. Responsibilities and Duties

The responsibilities and duties of the Audit Committee shall include the following:

Corporate Financial Reporting

i) to review and recommend acceptance or otherwise of accounting policies, principles and practices;ii) to review the quarterly and annual financial statements of the Group and the Company for recommendation to the Board

of Directors for approval, focusing particularly on:• any changes in or implementation of new accounting policies and practices;• major judgemental areas, significant and unusual events;• significant adjustments arising from the audit;• the going concern assumptions; and• compliance with the applicable approved accounting standards in Malaysia, Listing Requirements of the Bursa Securities

and other legal and statutory requirements.iii) to review with management and the external auditors the results of the audit, including any difficulties encountered.

Corporate Risk Management

i) to review the adequacy of and to provide reasonable assurance to the Board of the effectiveness of risk management functions of the Group;

ii) to ensure that the principal and requirements of managing risk are consistently adopted throughout the Group.

Internal Control

i) to assess the quality and effectiveness of the systems of the internal control and the efficiency of the Group’s operations;ii) to review the findings on the internal control in the Group by internal and external auditors; andiii) to review and approve the Statement on Internal Control for the annual report as required under Listing Requirements of

Bursa Securities.

Internal Audit

i) to approve the corporate audit charters of internal audit functions in the Group;ii) to ensure that the internal audit functions have appropriate standing in the Group and have the necessary authority and

resources to carry out their work. This includes a review of the organisational structure, resources, budgets and qualifications of the internal audit personnel;

iii) to review internal audit reports and management’s response and actions taken in respect of these and report to the Board accordingly;

iv) to review the adequacy of the scope, functions and resources of the internal auditors and whether it has the necessary authority to carry out its work;

v) to be informed of resignations and transfers of senior internal audit staff and providing resigning/transferred staff an opportunity in expressing their views; and

vi) to direct any special investigation to be carried out by internal audit.

External Audit

i) to consider the appointment, resignation and dismissal of external auditors and their audit fee;ii) to review the external audit reports, major findings and management’s responses and actions taken thereto. Where actions

are not taken within an adequate time frame by the management, the Audit Committee will report the matter to the Board;

iii) to review the nature and scope of the audit by external auditors before commencement.

Corporate Governance

i) to review the effectiveness of the system for monitoring compliance with laws and regulations and the results of management’s investigation and follow up (including disciplinary action) any instances of non-compliance;

ii) to review the findings of any examinations by regulatory authorities;iii) to consider any related party transaction and conflict of interest that may arise within the Group including any transaction,

procedure or course of conduct that raises questions of integrity;iv) to review and approve the Statement of Corporate Governance for the annual report as required under the Listing

Requirements of Bursa Securities;

Audit Committee Report (Continued)


v) to examine instances and matters that may have compromised the principles of Corporate Governance and report back to the Board;

vi) to review the investor relations programme and shareholder communication policy for the Company;vii) to develop and regularly review the Group’s Code of Corporate Governance and Business ethics;viii) where the Audit Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved,

resulting in a breach of the Listing Requirements of the Bursa Securities, the Audit Committee must promptly report such matters to Bursa Securities; and

ix) any such other functions as may be agreed by the Committee and the Board.

MeeTINGS AND MINuTeS

During the financial year ended 31 December 2008, six (6) Audit Committee Meetings were held. Details of attendance of each Committee member were as follows:

Name of Committee Member No. of Meetings Attended Chim Wai Khuan 6/6Wong Chow Lan 6/6Lokman bin Mansor 6/6

At each of these Committee Meetings, the senior management personnel, the company secretary together with representatives of the external auditors were in attendance.

SuMMARY OF ACTIVITIeS

The Audit Committee carried out its duties in accordance with its Terms of Reference during the financial year ended 31 December 2008.

The main activities undertaken by the Audit Committee included the following:

i) reviewed the interim financial reports relating to the quarterly reporting of the Group to ensure adequacy of disclosure of information essential to a fair and full presentation of the financial affairs of the Group for recommendation to the Board for approval for the release of the said quarterly reporting;

ii) reviewed the audited financial statements before submitting them to the Board, ensuring that the financial statements were prepared in accordance with the applicable approved accounting standards and the Companies Act, 1965 in Malaysia. Any significant issues resulting from the audit of the financial statements by the external auditors were deliberated;

iii) evaluated the performance of the external auditors, reviewed the external auditors’ scope of work, audit plan and their audit fees and recommending the appointment of external auditors at the AGM;

iv) reviewed with the external auditors the results of the audit and the management letter (if any), including management’s response;

v) discussed the internal audit plan, programmes and resources requirement and skill levels of the internal auditors for the year and assessed the performance of the internal audit function;

vi) reviewed the internal auditor’s report, which highlighted the audit issues, recommendations and management’s response. Discussed with management, actions taken to improve the system of internal control based on improvement opportunities identified in the internal audit reports;

vii) reviewed the application of Corporate Governance principles and the extent of the Group’s compliance with the Best Practices set out under the Malaysian Code on Corporate Governance for the purpose of preparing the Corporate Governance Statements and Statement on Internal Control pursuant to the Listing Requirements of the Bursa Securities; and

viii) reviewed and discussed Related Party Transactions (“RPT”) and Recurrent Related Party Transactions (“RRPT”) to ascertain if the transactions are conducted at arm’s length and on normal commercial terms, and that the internal control procedures with regards to such transactions are sufficient.

Audit Committee Report (Continued)


Directors’ Responsibilities The Board of Directors recognises the importance of maintaining a sound system of internal control for the Group to safeguard shareholders’ investment and the Group’s assets. The Board also acknowledges its responsibility for the Group’s system of internal control which covers not only financial controls but operational and compliance controls. The system of internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives. Shareholders should be aware that there are inherent limitations in any system of internal control. Accordingly, it can only provide reasonable assurance but not absolute assurance against material misstatement of management and financial information or against financial losses or fraud.

Current Risk Management Framework

The risk management framework has been embedded in the Company’s management systems. Authority and accountability have been clearly defined to implement the risk management process and internal control system. Based on the assessment of the internal control systems of the Group, the Board is of the view that there is an ongoing process of identifying, evaluating, monitoring and managing significant risks affecting the achievement of its business objectives in their daily activities throughout the financial year and up to the date of approval of the Annual Report.

Internal Control Environment

Within the Group, there are organisational structures in place for each operating unit with clearly defined levels of authority. Management of each operating unit has clear responsibility for identifying risk affecting their unit and the overall Group’s business as a whole. They are also charged with instituting adequate procedures and internal controls to mitigate and monitor such risks on an ongoing basis. Since its listing on the Bursa Securities, the Board has regularly addressed issues or risks that may have arisen.

Standard operating policies and procedures that document how transactions are captured and where internal controls are applied exist for all operating units of the Group. As part of the performance monitoring process, management information in the form of forecasts and quarterly management accounts and reports are provided to the Board for review and approval.

Audit Committee

During the financial year ended 31 December 2008, the Audit Committee has met six (6) times. The Audit Committee provides assurance to the Board in discharging its overall responsibility for the effectiveness of internal controls in the Group. The key functions performed by the Committee were:• Review of audit plans of both external and internal auditors;• Review of quarterly results and announcements and recommend to the Board for approval; and• Review any related party transactions and conflict of interest situations.

Internal Audit

During the financial year, the Group outsourced its internal audit function to an independent firm of consultants.

The internal audit team will assist the Audit Committee in discharging internal audit function in which to assess the adequacy and effectiveness of the system of internal controls and accounting control procedures of the Group. The internal audit team independently reported to the Audit Committee its activities, significant results, findings and necessary recommendations. As such, internal audit progress report will be issued by internal audit team to enable the Board to gain assurance on the effectiveness, adequacy and integrity of the Group’s system of internal controls. At the onset, the annual audit programme will be presented to the Audit Committee for approval before commencement of the following financial year. The internal audit team is totally independent. It has no involvement in the operations of the Group and is not involved in providing any form of advisory to the management of the Group.

ReVIeW OF The STATeMeNT BY eXTeRNAL AuDITORS

As required by Paragraph 15.24 of the Listing Requirements of the Bursa Securities, the external auditors have reviewed this Statement on Internal Control. This review was performed in accordance with Recommended Practice Guide (“RPG”) 5 issued by Malaysian Institute of Accountants. Based on their review, the external auditors have reported to the Board that nothing has come to their attention that causes them to believe that this Statement is inconsistent with their understanding of the process adopted by the Board in reviewing the adequacy and integrity of the system of internal controls.

Statement On Internal Control

182222232526272829

Directors’ ReportStatement by DirectorsStatutory DeclarationIndependent Auditors’ ReportBalance SheetsIncome StatementsStatements of Changes in EquityCash Flow StatementsNotes to the Financial Statements

StatementsFinancial


Directors’ Report

DIRECTORS’ REPORT

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

PRINCIPAL ACTIVITIES

The principal activity of the Company is investment holding. The principal activities of the subsidiary companies are shown in Note 8 to the financial statements. There were no significant changes in the nature of these activities during the financial year.

RESULTS Group Company RM RM Profit for the year 21,257,405 1,077,080

There were no material transfers to or from reserves and provisions during the financial year other than as disclosed in the statements of changes in equity.

In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature.

DIVIDENDS

The amounts of dividends paid by the Company since 31 December 2007 were as follows:

In respect of the financial year ended 31 December 2007 as reported in the Directors’ report of that year:

RM Final dividend of 2 sen tax exempt per share on 132,000,000 ordinary shares, declared on 4 June 2008 and paid on 18 June 2008 2,640,000

The Directors do not recommend any final dividends to be proposed, declared and paid for the financial year under review.

DIRECTORS

The Directors of the Company in office since the date of the last report and at the date of this report are:

Dato’ Wira Abd Rahman bin IsmailDato’ Lee Yoon Wah Dato’ Lee Yoon KongTeow Lai SengChim Wai KhuanWong Chow LanLokman bin MansorShariff bin Mohd Shah


Directors’ Report(Continued)

DIRECTORS’ BENEFITS

Neither at the end of the financial year, nor at any time during that financial year, did there subsists any arrangements to which the Company is a party, whereby the Directors might 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 a benefit, (other than benefits included in the aggregate amount of emoluments received or due and receivable by the Directors as shown in notes to the financial statements or the fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest, except as disclosed in the notes to the financial statements.

DIRECTORS’ INTERESTS IN SHARES

According to the register of Directors’ shareholdings, the interest of Directors in office at the end of the financial year in the shares of the Company and its related corporations during the financial year were as follows:

Number of ordinary shares of RM0.50 each in the Company

Shareholdings in the name of the Director:

Dato’ Wira Abd Rahman bin IsmailDato’ Lee Yoon WahDato’ Lee Yoon KongTeow Lai SengChim Wai KhuanWong Chow LanLokman bin MansorShariff bin Mohd Shah

Number of ordinary shares of RM0.50 each in the Company

Shareholdings in which the Director is deemed to have an interest:

Dato’ Wira Abd Rahman bin IsmailDato’ Lee Yoon WahDato’ Lee Yoon Kong

* Deemed interest by virtue of interest in Kasuria Sdn. Bhd.** Deemed interest by virtue of interest in Pearl Deal (M) Sdn. Bhd.

Dato’ Wira Abd Rahman bin Ismail, Dato’ Lee Yoon Wah, Dato’ Lee Yoon Kong and Teow Lai Seng by virtue of their interest in shares in the Company are also deemed interested in shares of all the Company’s subsidiary companies to the extent the Company has an interest.

ISSUE OF SHARES

There were no changes in the issued and paid-up share capital of the Company during the financial year ended 31 December 2008.

Balance at 31.12.2008

9,0004,198,2483,848,246

9,000370,000

6249,000

729,128

Disposed

--------

Acquired

----

361,000---

Balance at 1.1.2008

9,0004,198,2483,848,246

9,0009,000

6249,000

729,128

Balance at 31.12.2008

*44,556**54,000,000**54,000,000

Disposed

---

Acquired

---

Balance at 1.1.2008

44,55654,000,00054,000,000



EMPLOYEES’ SHARE OPTION SCHEME

The United U-LI Corporation Berhad Employees’ Share Option Scheme (“ESOS”) is governed by the by-laws approved by the shareholders at an Extraordinary General Meeting held on 29 October 2004. At the date of this report, the ESOS has yet to be implemented.

OTHER STATUTORY INFORMATION

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

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and adequate allowance had been made for doubtful debts; and

(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise.

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

(i) the amount written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; and

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

(c) At the date of this report, the Directors are not aware of any circumstances which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

(d) At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or financial statements of the Group and of the Company which would render any amount stated in the financial statements misleading.

(e) As at the date of this report, there does not exist:

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

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

(f) In the opinion of the Directors:

(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which will or may affect the ability of the Group and of the Company to meet their obligations when they fall due; and

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of the operations of the Group or of the Company for the financial year in which this report is made.


SIGNIFICANT EVENT

Details of the subsequent event are disclosed in Note 35 to the financial statements.

AUDITORS

The auditors, Roger Yue, Tan & Associates have expressed their willingness to continue in office.

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

DATO’ LEE YOON WAH DATO’ LEE YOON KONGDirector Director

Petaling Jaya

Date: 27 March 2009



Statement by Directorsand Statutory Declaration

STATEMENT BY DIRECTORSPURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965

We, the undersigned, being two of the Directors of UNITED U-LI CORPORATION BERHAD do hereby state on behalf of the Directors that in our opinion, the accompanying financial statements together with the notes thereon, are drawn up in accordance with MASB Approved Accounting Standards for Entities Other Than Private Entities and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2008 and of the results and cash flows of the Group and of the Company for the financial year then ended.

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

DATO’ LEE YOON WAH DATO’ LEE YOON KONGDirector Director

Petaling Jaya

Date: 27 March 2009

STATUTORY DECLARATION PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965

I, Choong Chee Yeong, being the officer primarily responsible for the financial management of UNITED U-LI CORPORATION BERHAD, do solemnly and sincerely declare that the accompanying financial statements together with the notes thereon, are in my opinion 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 at Petaling Jaya )

in the state of Selangor Darul Ehsan ) Before meon 27 March 2009 )

COMMISSIONER FOR OATHS S. Selvarajah Petaling Jaya Selangor Darul Ehsan


Statement by Directorsand Statutory Declaration

TO THE MEMBERS OF UNITED U-LI CORPORATION BERHAD

Report on the Financial Statements

We have audited the financial statements of UNITED U-LI CORPORATION BERHAD, which comprise the balance sheets as at 31 December 2008 of the Group and of the Company, and the income statements, statements of changes in equity and cash flow statements of the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory notes, as set out.

Directors’ Responsibility for the Financial Statements

The Directors of the Company are responsible for the preparation and fair presentation of these financial statements in accordance with MASB Approved Accounting Standards for Entities Other Than Private Entities 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 judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting 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 MASB Approved Accounting Standards for Entities Other Than Private Entities and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2008 and of its financial performance and cash flows for the financial 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 have been properly kept in accordance with the provisions of the Act.

b) 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.

c) Our audit reports on the accounts of the subsidiary companies did not contain any qualification or any adverse comment made under Section 174(3) of the Act.

Independent Auditors’ Report


Independent Auditors’ Report(Continued)

Other Matters

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

ROGER YUE, TAN & ASSOCIATES YUE CHI KINAF: 0134 Partner of FirmChartered Accountants 2150/05/09 (J)

Petaling Jaya

Date: 27 March 2009


Balance Sheets as at 31 December 2008

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

ASSETSNon – current assets

Property, plant and equipmentInvestment propertiesPrepaid lease paymentsIntangible assetInvestment in subsidiary companiesDeferred tax assets

Current assetsInventoriesTrade receivables Other receivablesAmount due from subsidiary companiesTax recoverableCash and bank balances

TOTAL ASSETS

EQUITY AND LIABILITIESEquity attributable to equity holders of the Company :Share capitalRevaluation reservesUnappropriated profit

Total equity

Non – current liabilitiesBorrowingsDeferred tax liabilities

Current liabilitiesBorrowingsTrade payablesOther payablesTax payable

Total liabilities

TOTAL EQUITY AND LIABILITIES

2007RM

----

35,933,094-

35,933,094

--

63,73244,981,252

167,946134,605

45,347,535

81,280,629

66,000,000-

14,956,733

80,956,733

--

-

--

323,896-

323,896

323,896

81,280,629

2008RM

----

40,933,094-

40,933,094

--

1,00038,423,656

183,552183,442

38,791,650

79,724,744

66,000,000-

13,393,813

79,393,813

--

-

--

330,931-

330,931

330,931

79,724,744

2007

RM

34,865,209740,000

9,460,21367,640

-2,733,388

47,866,450

49,087,49163,109,998

1,095,932-

3,552,3557,510,193

124,355,969

172,222,419

66,000,0006,548,248

29,022,960

101,571,208

4,553,4821,787,128

6,340,610

44,577,56915,965,631

2,974,146793,255

64,310,601

70,651,211

172,222,419

2008RM

37,596,370875,000

9,340,31959,185

-2,098,699

49,969,573

36,444,37554,345,507

647,731-

1,078,46216,800,051

109,316,126

159,285,699

66,000,0007,473,693

47,640,365

121,114,058

3,855,865759,179

4,615,044

21,062,7279,364,2432,776,908

352,719

33,556,597

38,171,641

159,285,699

Group Company

Note

456789

10111213

14

151617

189

182021


22,047,949

-

22,047,949

-

(472,970)

-

21,574,979

-

21,574,979

(5,450,000)

16,124,979

16,124,979-

16,124,979

1,500,000

-

1,500,000

-

(438,526)

-

1,061,474

-

1,061,474

15,606

1,077,080

1,077,080-

1,077,080

145,608,658

(109,335,265)

36,273,393

377,552

(17,820,188)

(4,097,065)

14,733,692

(2,458,425)

12,275,267

(2,025,370)

10,249,897

10,249,897-

10,249,897

7.77

157,829,449

(107,143,312)

50,686,137

1,565,621

(18,453,402)

(4,388,563)

29,409,793

(1,990,277)

27,419,516

(6,162,111)

21,257,405

21,257,405-

21,257,405

16.10

Income Statements for the year ended 31 December 2008


Revenue

Cost of sales

Gross profit

Other operating income

Administration expenses

Other operating expenses

Operating profit

Finance costs

Profit before tax

Income tax expense

Profit for the year

Attributable to:Equity holders of the CompanyMinority interest

Earnings per share Basic - (sen)

2007RM

2008RM

2007

RM2008

RM

Group Company

Note

22

23

24

27

28


Statements Of Changes In Equity for the year ended 31 December 2008


Group

At 1 January 2007

Net profit for the year

Dividends

At 31 December 2007

At 1 January 2008


Dividends

Reversal of deferred tax in relation to waiver of real property gains tax

At 31 December 2008

Company

At 1 January 2007


Dividends

At 31 December 2007

At 1 January 2008


Dividends

At 31 December 2008

TotalEquity

RM

92,641,311

10,249,897

(1,320,000)

101,571,208

101,571,208

21,257,405

(2,640,000)

925,445

121,114,058

TotalEquity

RM

66,151,754

16,124,979

(1,320,000)

80,956,733

80,956,733

1,077,080

(2,640,000)

79,393,813

DistributableUnappropriated

ProfitRM

20,093,063

10,249,897

(1,320,000)

29,022,960

29,022,960

21,257,405

(2,640,000)

-

47,640,365

DistributableUnappropriated

ProfitRM

151,754

16,124,979

(1,320,000)

14,956,733

14,956,733

1,077,080

(2,640,000)

13,393,813

Non-distributableRevaluation

ReserveRM

6,548,248

-

-

6,548,248

6,548,248

-

-

925,445

7,473,693

Share Capital

RM

66,000,000

-

-

66,000,000

66,000,000

-

-

66,000,000

ShareCapital

RM

66,000,000

-

-

66,000,000

66,000,000

-

-

-

66,000,000

Note

29

29

Note

29

29

< ------ Attributable to equity holders of the Company ------ >



CASH FLOwS FROM OPERATING ACTIVITIESProfit before tax

Adjustments for:Depreciation of property, plant and equipmentProfit on disposal of property, plant and equipmentAllowance for doubtful debtsBad debts written offAllowance for doubtful debts no longer required(Gain)/loss on foreign exchange – unrealisedFair value adjustment for investment propertiesAmortisation of prepaid lease paymentsAmortisation of intangible assetInventories written downInterest expenseInterest incomeDividend income

Operating profit/(loss) before working capital changesDecrease/(increase) in inventoriesDecrease/(increase) in receivablesDecrease in amount due from subsidiary companies(Decrease)/increase in payables

Cash generated from operationsInterest paidInterest receivedTax paidTax refunded

Net cash generated from operating activities

CASH FLOwS FROM INVESTING ACTIVITIESAdditional investment in subsidiary companyProceeds from disposal of property, plant and equipmentPurchase of property, plant and equipment (Note 4 (b))Purchase of investment property

Net cash used in investing activities

CASH FLOwS FROM FINANCING ACTIVITIES Net (repayment)/drawdown of other short term borrowingsRepayment of term loans Repayment of hire purchase and finance lease liabilities Dividends paid

Net cash (used in)/ generated from financing activities

Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at the end of the year (Note 14)

2007RM

21,574,979

------------

(22,047,949)

(22,047,949)

(472,970)-

(63,732)712,418

83,634

259,350--

(3,333)-

256,017

----

-

---

(2,640,000)

(2,640,000)

(2,383,983)

2,518,588

134,605

2008RM

1,061,474

------------

(1,500,000)

(1,500,000)

(438,526)-

62,7328,057,596

7,035

7,688,837----

7,688,837

(5,000,000)---

(5,000,000)

---

(2,640,000)

(2,640,000)

48,837

134,605

183,442

2007RM

12,275,267

4,210,184(91,330)567,184

-(55,110)137,917(11,200)119,893

8,455-

2,458,425(84,769)

-

7,259,649

19,534,916(5,705,276)

(17,320,691)-

7,942,902

4,451,851(2,458,425)

84,769(2,013,106)

89,361

154,450

-180,080

(2,236,408)-

(2,056,328)

6,638,957(1,241,981)(1,221,194)(2,640,000)

1,535,782

(366,096)

3,631,927

3,265,831

2008RM

27,419,516

4,335,652(19,660)997,675

34,444(242,693)(599,162)

(11,412)119,894

8,4556,272,3511,990,277(141,552)

-

12,744,269

40,163,7856,370,7659,022,428

-(6,798,626)

48,758,352(1,990,277)

141,552(3,596,569)

-

43,313,058

-56,700

(3,632,903)(123,588)

(3,699,791)

(21,605,000)(1,328,193)(1,593,019)(2,640,000)

(27,166,212)

12,447,055

3,265,831

15,712,886

Group Company

Cash Flow Statements for the year ended 31 December 2008


Notes to the financial statements

1. GENERAL INFORMATION

The principal activity of the Company is investment holding. The principal activities of the subsidiary companies are shown in Note 8. There were 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, and is listed on the Main Board of Bursa Malaysia Securities Berhad (“Bursa Securities”).

The registered office of the Company is located at 62C, Jalan SS21/62, Damansara Utama, 47400 Petaling Jaya, Selangor Darul Ehsan and the principal place of business is located at 33, Jalan Kartunis U1/47, Temasya Industrial Park, Seksyen U1, 40150 Shah Alam, Selangor Darul Ehsan.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the Directors on 27 March 2009.

2. BASIS OF PREPARATION

(a) Statement of Compliance

The financial statements comply with MASB Approved Accounting Standards for Entities Other Than Private Entities and the Companies Act, 1965 in Malaysia.

On 1 January 2008, the Group and the Company adopted the following new and revised FRSs which are relevant to their operations and effective for financial periods beginning on or after 1 July 2007:

• FRS 107 – Cash Flow Statements • FRS 112 – Income Taxes • FRS 118 – Revenue • FRS 134 – Interim Financial Reporting • FRS 137 – Provisions, Contingent Liabilities and Contingent Assets

The adoption of these new and revised FRSs did not result in any significant changes in the accounting policies of the Group and the Company.

At the date of authorisation of these financial statements, the following FRSs and IC Interpretations were issued but not yet effective and have not been applied by the Group and the Company:

i) FRS 4 – Insurance Contracts (effective for financial periods beginning on or after 1 January 2010).

ii) FRS 7 – Financial Instruments: Disclosures (effective for financial periods beginning on or after 1 January 2010).

iii) FRS 8 – Operating Segments (effective for financial periods beginning on or after 1 July 2009).

iv) FRS 139 – Financial Instruments: Recognition and Measurement (effective for financial periods beginning on or after 1 January 2010).

v) IC Interpretation 9 – Reassessment of Embedded Derivatives (effective for financial periods beginning on or after 1 January 2010).

vi) IC Interpretation 10 – Interim Financial Reporting and Impairment (effective for financial periods beginning on or after 1 January 2010).

Except for FRS 4 which is not relevant to the Group’s and the Company’s operations, the adoption of these FRSs and IC Interpretations are expected to have no significant impact on the financial statements of the Group and the Company upon their initial application.

The Group and the Company has not early adopted FRS 139 and are exempted from disclosing the possible impact, if any, to the financial statements upon initial application of this FRS.


2. BASIS OF PREPARATION (Continued)

(b) Basis of Measurement

The financial statements of the Group and of the Company have been prepared under the historical cost convention except for those indicated in the individual policy notes.

(c) Functional and Presentation Currency

The financial statements are presented in Ringgit Malaysia (RM), which is the Group’s functional currency.

(d) Use of Estimates and Judgements

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

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

In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements are as follows:

(i) Depreciation of property, plant and equipment

Property, plant and equipment are depreciated on a straight-line basis over their useful life. Management estimated the useful life of these assets to be within 6 to 50 years. Changes in the expected level of usage and technological developments could impact the economic useful life and the residual values of these assets, therefore future depreciation charges may be revised.

(ii) Allowance for doubtful debts

The Group made allowance for doubtful debts based on an assessment of the recoverability of receivables. Allowances are applied to receivables where events or changes in circumstances indicate that the carrying amounts may not be recoverable. Management specifically analysed historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in customer payment terms when making a judgement to evaluate the adequacy of the allowance for doubtful debts of receivables. Where the expectation is different from the original estimate, such difference will impact the carrying value of receivables.

(iii) Income taxes

Deferred tax assets are recognised for all unused tax losses, unabsorbed capital allowances, reinvestment allowances and other deductible temporary differences to the extent that it is probable that taxable profit will be available against which the tax losses, capital allowances and reinvestment allowances can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profit together with future tax planning strategies.

Significant judgement is involved in determining the Group provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognised tax liabilities based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such difference will impact the income tax and deferred tax provisions in the period in which such determination is made.

(iv) Amortisation of intangible asset

The trademark is amortised on a straight-line basis over its estimated useful life. Management estimated the useful life of the trademark to be 10 years. Changes in the technological developments could impact the economic useful life and the residual values of this asset, therefore future amortisation charges could be revised.

Notes to the financial statements (Continued)



2. BASIS OF PREPARATION (Continued)

(d) Use of Estimates and Judgements (continued)

(v) Contingent liabilities

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

The determination of treatment of contingent liabilities is based on management’s view of the expected outcome of the contingencies for matters in the ordinary course of the business.

3. SIGNIFICANT ACCOUNTING POLICIES

(a) Subsidiary Companies and Basis of Consolidation

(i) Subsidiary companies

Subsidiary companies are entities over which the Group 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 all 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 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.

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.


3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(b) Intangible Asset

Trademark

Trademark is stated at cost less accumulated amortisation and any impairment losses. Trademark represents the acquisition cost of the rights and licence to use the name of “Goodlite” in the manufacturing of electrical lighting and fittings. Trademark with finite life will be amortised on a straight-line basis over its estimated economic useful life of 10 years and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for trademark are reviewed at least at each balance sheet date.

(c) Property, Plant and Equipment and Depreciation

All items of 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 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 profit or loss during the financial period in which they are incurred.

Subsequent to recognition, property, plant and equipment except for freehold land and buildings are stated at cost less accumulated depreciation and any accumulated impairment losses.

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 made at least once in every 5 years and at shorter intervals whenever the fair value of the revalued assets is expected to differ materially from their carrying value. 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. Any accumulated depreciation as at the revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset. Upon disposal or retirement of an asset, any revaluation reserve relating to the particular asset is transferred directly to unappropriated profit.

Freehold land has an unlimited useful life and therefore is not depreciated. Depreciation of other property, plant and equipment is provided for on a straight-line basis to write off the cost of each asset to its residual value over the estimated useful life, at the following annual rates:

Buildings 2%Electrical installation 10%Plant and machinery 15%Motor vehicles 15%Office equipment 10%Furniture and fittings 10%Renovation 10%

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 unappropriated profit.

(d) Investment Property

Investment property is a property which is held either to earn rental income or for capital appreciation or for both. Such property is measured initially at cost, including transaction costs. Subsequent to initial recognition, investment property is stated at fair value. Fair value is arrived at by reference to market evidence of transaction prices for similar property 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.




(d) Investment Property (continued)

Gains or losses arising from changes in the fair values of investment property are included in the profit or loss in the year in which they arise.

A property interest under an operating lease is classified and accounted for as an investment property on a property-by-property basis when the Group holds it to earn rentals or for capital appreciation or both. Any such property interest under an operating lease classified as an investment property is carried at fair value.

Investment property is derecognised when either it has been disposed off or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gain or loss on the retirement or disposal of an investment property is recognised in the profit or loss in the year in which it arises.

(e) Inventories

Inventories are stated at the lower of cost and net realisable value.

Cost is determined on the weighted average basis. The costs of raw materials and consumables comprise cost of purchase, transport and handling charges. The costs of finished goods and work-in-progress comprise cost of raw materials, direct labour, other direct costs and appropriate proportions of manufacturing overheads based on normal operating capacity.

Net realisable value is the estimated selling price in the ordinary course of business less estimated costs of completion and the estimated costs necessary to make the sale.

(f) Financial Instruments

Financial instruments are recognised in the balance sheet when the Group has become a party to the contractual provisions of the instrument.

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends and gains and losses relating to a financial instrument classified as a liability, are reported as expense or income. Distributions to holders of financial instruments classified as equity are recognised directly in equity. Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the liability simultaneously.

(i) Cash and cash equivalents

For the purpose of the cash flow statements, cash and cash equivalents include cash on hand and at bank, deposit at call and short term highly liquid investments which have an insignificant risk of changes in value, net of outstanding bank overdrafts.

(ii) Trade receivables

Trade receivables are carried at anticipated realisable values. Bad debts are written off when identified. An estimate is made for doubtful debts based on a review of all outstanding amounts as at the balance sheet date.

(iii) Trade payables

Trade payables are stated at the fair value of the consideration to be paid in the future for goods and services received.

(iv) Interest-bearing borrowings

All interest-bearing borrowings are initially recognised at the fair value of the consideration received less directly attributable transaction costs. After initial recognition, interest-bearing borrowings are subsequently measured at amortised cost using the effective interest method.




(f) Financial Instruments (continued)

(v) 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.

(g) Leases

(i) Classification

A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and rewards incidental to ownership. Leases of land and buildings are classified as operating or finance leases in the same way as leases of other assets and the land and buildings elements of a lease of land and buildings are considered separately for the purposes of lease classification. All leases that do not transfer substantially all the risks and rewards are classified as operating lease.

(ii) Finance leases

Assets acquired by way of hire purchase or finance lease are stated at an amount equal to the lower of their fair values and the present value of the minimum lease payments at the inception of the leases, less accumulated depreciation and impairment losses. The corresponding liability is included in the balance sheet as borrowings. In calculating the present value of the minimum lease payments, the discount factor used is the interest rate implicit in the lease, when it is practicable to determine; otherwise, the Group’s incremental borrowing rate is used. Any initial direct costs are also added to the carrying amount of such assets.

Lease payments are apportioned between the finance costs and the reduction of the outstanding liability. Finance costs, which represent the difference between the total leasing commitments and the fair value of the assets acquired, are recognised as an expense in the profit or loss over the term of the relevant lease so as to produce a constant periodic rate of charge on the remaining balance of the obligations for each accounting period.

The depreciation policy for leased assets is in accordance with that for depreciable property, plant and equipment as described in Note 3(c).

(iii) Operating leases

Operating lease payments are recognised as an expense on a straight-line basis over the term of the relevant lease. The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight-line basis.

In the case of a lease of land and buildings, the minimum lease payments or the up-front payments made are allocated, wherever necessary, between the land and the buildings elements in proportion to the relative fair values for leasehold interests in the land element and buildings element of the lease at the inception of the lease. The up-front payment represents prepaid lease payments and are amortised on a straight-line basis over the lease term ranges from 61 to 86 years.

(h) Borrowing Costs

Borrowing costs are recognised in profit or loss in the period in which they are incurred.

(i) Income Tax

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.




(i) Income Tax (continued)

Deferred tax is provided for, using the liability method. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. Deferred tax is not recognised if the temporary difference arises from 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 or substantively enacted at the balance sheet date. Deferred tax is recognised as income or an expense and included in the profit or loss for the period, except when it arises from a transaction which is recognised directly in equity.

(j) 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. Short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

(ii) Defined contribution plans

Defined contribution plans are post-employment benefit plans under which 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 contributions to the Employees Provident Fund (“EPF”).

(k) Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

(i) Sale of goods

Revenue from sale of goods is recognised net of sales taxes and discounts, if any and upon the transfer of risks and rewards of the ownership to the buyer. Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods.

(ii) Interest income

Interest income is recognised on an accrual basis using the effective interest method unless collectibility is in doubt, in which case it is recognised on a receipt basis.

(iii) Dividend income

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

(l) Foreign Currencies

(i) Functional and presentation currency

The individual financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Ringgit Malaysia (RM), which is also the Group’s functional currency.




(l) Foreign Currencies (continued)

(ii) Foreign currency transactions

At each balance sheet date, monetary items denominated in foreign currencies are translated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not translated.

Exchange differences arising on the settlement of monetary items, and on the translation of monetary items, are included in profit or loss for the period.

Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit or loss for the period except for the differences arising on the translation of non-monetary items in respect of which gains and losses are recognised directly in equity. Exchange differences arising from such non-monetary items are also recognised directly in equity.

(m) Dividends

Interim dividends are accounted for in shareholders’ equity as an appropriation of unappropriated profit in the period. Final dividends are not accounted for until approved at the Annual General Meeting.

(n) Contingent Liabilities

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

(o) Impairment of Assets

The carrying amounts of assets, other than investment properties that are measured at fair value, inventories and deferred tax assets, are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated to determine the amount of impairment loss.

For the purpose of impairment testing of these assets, recoverable amount is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. If this is the case, recoverable amount is determined for the cash-generating unit (CGU) to which the asset belongs to.

An asset’s recoverable amount is the higher of an asset’s or CGUs’ fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

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

An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. The carrying amount of an asset other than goodwill is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of amortisation or depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an asset other than goodwill is recognised in profit or loss, unless the asset is carried at revalued amount, in which case, such reversal is treated as a revaluation increase.

(p) Segment Reporting

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



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12,8

67,9

97-

12,8

67,9

97

Furn

iture

and

fit

ting

sRM

336,

066 -

336,

066

2,72

6 -

338,

792

338,

792 -

338,

792

208,

314

31,0

48-

239,

362

99,4

30-

99,4

30

Ele

ctr

ica

l in

sta

llatio

nRM

49,0

45-

49,0

45

- -

49,0

45

49,0

45-

49,0

45

33,9

22

4,90

5 -

38,8

27

10,2

18-

10,2

18

Offi

ce

e

qui

pm

ent RM

1,66

7,10

0 -

1,66

7,10

0

99,1

43-

1,76

6,24

3

1,76

6,24

3 -

1,76

6,24

3

828,

811

139,

485 -

968,

296

797,

947 -

797,

947

Build

ing

sRM

354,

000

14,4

50,0

00

14,8

04,0

00

- -

14,8

04,0

00

354,

000

14,4

50,0

00

14,8

04,0

00

587,

440

296,

080 -

883,

520

337,

480

13,5

83,0

00

13,9

20,4

80

Fre

eho

ld

land RM

826,

000

4,84

0,00

0

5,66

6,00

0 - -

5,66

6,00

0

826,

000

4,84

0,00

0

5,66

6,00

0 - - - -

826,

000

4,84

0,00

0

5,66

6,00

0


4.

PRO

PERT

Y, P

LAN

T A

ND

EQ

UIP

MEN

T (C

ont

inue

d)


Gro

up

31 D

ec

em

be

r 200

7

Co

st /

Va

lua

tion

At

1 Ja

nu

ary

200

7A

t c

ost

A

t va

lua

tion

Ad

diti

on

sD

ispo

sals

Tra

nsf

er t

o

inve

stm

en

t p

rop

ert

ies

(No

te 5

)A

t 31

De

ce

mb

er

2007

Re

pre

sen

ting

:A

t c

ost

A

t va

lua

tion

A

t 31

De

ce

mb

er

2007

Ac

cum

ula

ted

d

ep

rec

iatio

n a

nd

imp

airm

ent

At

1 Ja

nu

ary

200

7D

ep

rec

iatio

n

ch

arg

e fo

r th

e

yea

rD

ispo

sals

At

31 D

ec

em

be

r 20

07

Ne

t ca

rryi

ng

am

oun

tA

t c

ost

A

t va

lua

tion

A

t 31

De

ce

mb

er

2007

Tota

lRM

40,8

92,7

7019

,290

,000

60,1

82,7

70

3,24

3,60

7(2

,362

,706

)

(638

,800

)

60,4

24,8

71

41,1

34,8

7119

,290

,000

60,4

24,8

71

23,6

23,4

34

4,21

0,18

4(2

,273

,956

)

25,5

59,6

62

16,1

53,2

0918

,712

,000

34,8

65,2

09

Mo

tor

vehi

cle

sRM

2,66

7,28

3 -

2,66

7,28

3

427,

959

(171

,707

) -

2,92

3,53

5

2,92

3,53

5 -

2,92

3,53

5

872,

365

400,

142

(83,

304)

1,18

9,20

3

1,73

4,33

2 -

1,73

4,33

2

Reno

vatio

nRM

897,

938 -

897,

938

37,8

08- -

935,

746

935,

746 -

935,

746

491,

571

72,6

91-

564,

262

371,

484 -

371,

484

Pla

nt a

nd

ma

chi

nery RM

33,7

41,3

00-

33,7

41,3

00

2,49

2,57

8(2

,190

,499

) -

34,0

43,3

79

34,0

43,3

79-

34,0

43,3

79

21,0

65,2

18

3,27

2,99

0(2

,190

,498

)

22,1

47,7

10

11,8

95,6

69-

11,8

95,6

69

Furn

iture

and

fit

ting

sRM

334,

270 -

334,

270

1,79

6 - -

336,

066

336,

066 -

336,

066

177,

498

30,8

16-

208,

314

127,

752 -

127,

752

Build

ing

s in

-Pro

gre

ss RM

511,

040 -

511,

040

127,

760 -

(638

,800

) - - - - - - - - - - -

Ele

ctr

ica

l in

sta

llatio

nRM

49,0

45-

49,0

45

- - -

49,0

45

49,0

45-

49,0

45

29,0

18

4,90

4 -

33,9

22

15,1

23-

15,1

23

Offi

ce

e

qui

pm

ent RM

1,51

1,89

4 -

1,51

1,89

4

155,

706

(500

) -

1,66

7,10

0

1,66

7,10

0 -

1,66

7,10

0

696,

404

132,

561

(154

)

828,

811

838,

289 -

838,

289

Build

ing

sRM

354,

000

14,4

50,0

00

14,8

04,0

00

- - -

14,8

04,0

00

354,

000

14,4

50,0

00

14,8

04,0

00

291,

360

296,

080 -

587,

440

344,

560

13,8

72,0

00

14,2

16,5

60

Fre

eho

ld

land RM

826,

000

4,84

0,00

0

5,66

6,00

0 - - -

5,66

6,00

0

826,

000

4,84

0,00

0

5,66

6,00

0 - - - -

826,

000

4,84

0,00

0

5,66

6,00

0


4. PROPERTY, PLANT AND EQUIPMENT (Continued)

(a) The land and buildings of the Group were last revalued on 31 December 2005 by an independent professional valuer by reference to the open market value basis.

Had the revalued land and buildings been carried under the cost model, the net carrying amounts of land and buildings that would have been included in the financial statements of the Group as at 31 December 2008 would be as follows:

Freehold landBuildings

(b) During the financial year, the Group acquired property, plant and equipment with an aggregate cost of RM7,103,853 (2007: RM3,243,607) of which RM3,470,950 (2007: RM1,007,199) was acquired by means of hire purchase and finance lease arrangement. Cash payments of RM3,632,903 (2007: RM2,236,408) was made by the Group to purchase property, plant and equipment.

Net carrying amounts of property, plant and equipment held under hire purchase and finance lease arrangements are as follows:

Motor vehiclesPlant and machinery

(c) The net carrying amounts of property, plant and equipment pledged as securities for borrowings (Note 18) are as follows:

Freehold landBuildingsPlant and machinery

5. INVESTMENT PROPERTIES

At 1 JanuaryTransfer from property, plant and equipment (Note 4)AdditionsFair value adjustment (Note 24)

At 31 December

2007RM

220,1794,053,464

4,273,643

2008RM

1,619,5005,518,644

7,138,144

Group

2007RM

5,226,0003,224,560

225,357

8,675,917

2008RM

5,226,0003,195,480

130,210

8,551,690

Group

2007RM

90,000638,800

-11,200

740,000

2008RM

740,000-

123,58811,412

875,000

Group

2007RM

1,933,27611,780,777

13,714,053

2008RM

1,933,27611,033,764

12,967,040

Group



5. INVESTMENT PROPERTIES (Continued)

Investment properties comprise of two units of freehold apartments and a unit of semi-detached house. There were no direct operating expenses incurred for the investment properties during the financial year. Currently, all investment properties are vacant.

The fair value of the Group’s investment properties has been arrived at on the basis of valuation carried out by an independent professional valuer by reference to the open market value basis.

6. PREPAID LEASE PAYMENTS

At 1 JanuaryAmortisation for the year (Note 24)

At 31 December

Analysed as:Long term leasehold land with unexpired lease period of more than 50 years

Leasehold land with an aggregate carrying value of RM1,447,674 (2007: RM1,465,116) was pledged as security for borrowings in which the facilities has not been utilised by the subsidiary company as at the financial year end.

7. INTANGIBLE ASSET

Trademark - at costAt 1 January Additions

At 31 December

Accumulated amortisation and impairmentAt 1 January Amortisation for the year (Note 24)

At 31 December

Net carrying amount

2007RM

9,580,106(119,893)

9,460,213

9,460,213

2007RM

89,000-

89,000

12,9058,455

21,360

67,640

2008RM

9,460,213(119,894)

9,340,319

9,340,319

2008RM

89,000-

89,000

21,3608,455

29,815

59,185

Group

Group



8. INVESTMENT IN SUBSIDIARY COMPANIES

Unquoted shares – at cost The details of the subsidiary companies, all of which are incorporated in Malaysia are as follows:

Effective Ownership Interest Name of Subsidiary Company 2008 2007 Principal Activities (%) (%) United U-LI (M) Sdn. Bhd. 100 100

United U-LI Steel Service Centre Sdn. Bhd. 100 100

Cable-Tray Industries (Malaysia) Sdn. Bhd. 100 100

Gabung Mekar Sdn. Bhd. 100 100

United U-LI Building Materials Sdn. Bhd. 100 100

United U-LI Goodlite Sdn. Bhd. 100 100

U-LI Goodlite Marketing Sdn. Bhd. 100 100

All of the subsidiary companies are audited by Roger Yue, Tan & Associates.

On 12 March 2008, the Company has invested an additional RM5 million consisting of 5 million ordinary shares of RM1 each in one of its wholly owned subsidiaries, United U-LI Goodlite Sdn. Bhd.

2007RM

35,933,094

2008RM

40,933,094

Company

Manufacturing of and dealing in cable support systems, integrated ceiling systems, steel roof battens and related industrial metal products

Provision of slitting and shearing services and trading of industrial hardware

Manufacturing of and dealing in all types of cable trunking and related industrial metal products

Investment holding

Manufacturing of and trading in integrated ceiling systems, steel roof battens and building materials

Manufacturing of and trading in electrical lighting and fittings

Trading in electrical lighting and fitting products



9. DEFERRED TAX ASSETS/(LIABILITIES)

At 1 January- As previously stated- Prior year adjustments- As restatedRecognised in the income statement (Note 27)Recognised in the equity

At 31 December

Presented after appropriate offsetting as follows:- Deferred tax assets- Deferred tax liabilities

The components of deferred tax assets/(liabilities) as at balance sheet date are as follows:

Deferred tax assets:Unused tax losses, unabsorbed allowances and unabsorbed reinvestment allowancesReceivablesDeferred tax assets before offsettingOffsetting

Deferred tax assets after offsetting

Deferred tax liabilities:Property, plant and equipmentRevaluation reservesDeferred tax liabilities before offsettingOffsetting

Deferred tax liabilities after offsetting

10. INVENTORIES

At cost:Raw materialsConsumablesWork-in-progressFinished goods

At net realisable value:Raw materialsWork-in-progress

Total

2007RM

(1,053,745)(1,022,929)(2,076,674)3,022,934

-

946,260

2,733,388(1,787,128)

946,260

2008RM

946,260-

946,260(532,185)925,445

1,339,520

2,098,699(759,179)

1,339,520

Group

2007RM

34,589,8371,151,1936,761,8416,584,620

49,087,491

---

49,087,491

2008RM

10,165,102964,426

2,022,8727,659,739

20,812,139

13,752,5791,879,657

15,632,236

36,444,375

Group

2007RM

2,863,90231,141

2,895,043(161,655)

2,733,388

(1,023,338)(925,445)

(1,948,783)161,655

(1,787,128)

2008RM

2,098,699150,000

2,248,699(150,000)

2,098,699

(909,179)-

(909,179)150,000

(759,179)

Group



11. TRADE RECEIVABLES

Trade receivablesLess : Allowance for doubtful debts

The Group’s normal trade credit terms range from 30 days to 150 days. Other credit terms are assessed and approved on a case by case basis. Each customer has a maximum credit limit.

The Group has no significant concentration of credit risk that may arise from exposures to a single debtor or to groups of debtors.

Other information on financial risks of trade receivables is disclosed in Note 34.

12. OTHER RECEIVABLES

Sundry receivablesLess: Allowance for doubtful debts

DepositsPrepayments

The Group has no significant concentration of credit risk that may arise from exposures to a single debtor or to groups of debtors.

13. AMOUNT DUE FROM SUBSIDIARY COMPANIES

The amount due from subsidiary companies is unsecured, interest free and repayable on demand.

14. CASH AND CASH EQUIVALENTS

Cash in hand and at banksDeposits with licensed banksCash and bank balancesBank overdrafts (Note 18)

Cash and cash equivalents

The maturities of deposits with licensed banks at the balance sheet date range from 21 to 90 days (2007: 90 days).

Other information on financial risks of cash and cash equivalents is disclosed in Note 34.

2007RM

64,478,013(1,368,015)

63,109,998

2008RM

56,470,285(2,124,778)

54,345,507

Group

2007RM

48,732-

48,732

-15,000

63,732

2008RM

1,000-

1,000

--

1,000

Company2007

RM

51,958(1,781)50,177

432,997612,758

1,095,932

2008RM

3,145-

3,145

356,438288,148

647,731

Group

2007RM

134,605-

134,605-

134,605

2008RM

183,442-

183,442-

183,442

Company2007

RM

3,489,0064,021,1877,510,193

(4,244,362)

3,265,831

2008RM

8,368,9828,431,069

16,800,051(1,087,165)

15,712,886

Group



15. SHARE CAPITAL

AuthorisedAt 1 January Created during the year

At 31 December

Issued and fully paidAt 1 January Issued during the year

At 31 December

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual assets.

Employees’ Share Option Scheme

The United U-LI Corporation Berhad Employees’ Share Option Scheme (“ESOS”) is governed by the by-laws approved by the shareholders at an Extraordinary General Meeting held on 29 October 2004. At the date of this report, the ESOS has yet to be implemented.

16. REVALUATION RESERVES

The revaluation reserve is used to record increase in the fair value of land and buildings and decrease to the extent that such decrease relates to an increase on the same asset previously recognised in equity.

17. UNAPPROPRIATED PROFIT

Effective 1 January 2008, the Company is given the option to make an irrevocable election to move to a single tier system or continue to use its tax credit under Section 108 of the Income Tax Act, 1967 for the purpose of dividend distribution until the tax credit is fully utilised or latest by 31 December 2013.

The entire unappropriated profit of the Company is available for distribution by way of dividends without incurring additional tax liability, based on the Company’s tax credit under Section 108 of the Income Tax Act, 1967 and tax exempt income account as at 31 December 2008.

2007RM

100,000,000-

100,000,000

66,000,000-

66,000,000

2008RM

100,000,000-

100,000,000

66,000,000-

66,000,000

Amount2007

200,000,000-

200,000,000

132,000,000-

132,000,000

2008

200,000,000-

200,000,000

132,000,000-

132,000,000

Number of Ordinary Shares of RM0.50 each

Group and Company



18. BORROwINGS

Non-CurrentSecured:Term loansHire purchase and finance lease liabilities (Note 19)

CurrentSecured:Bank overdraftsRevolving creditBankers’ acceptanceTerm loansHire purchase and finance lease liabilities (Note 19)

Total BorrowingsSecured:Bank overdrafts (Note 14)Revolving creditBankers’ acceptanceTerm loansHire purchase and finance lease liabilities (Note 19)

The bank overdrafts, revolving credit and bankers’ acceptance are secured by:

(a) Legal charges over subsidiary companies’ land and buildings as disclosed in Note 4(c); (b) Corporate guarantee by the Company; (c) Trade Finance General Agreement; (d) Islamic Trade Finance General Agreement; and(e) Negative pledge on all assets of a subsidiary company.

The term loans are secured by:

(a) Legal charges over subsidiary companies’ land and buildings as disclosed in Note 4(c);(b) Corporate guarantee by the Company;(c) Specific debenture covering fixed charges over the plant and machinery financed by the term loan of certain subsidiary

companies as disclosed in Note 4(c); and(d) Negative pledge on all assets of a subsidiary company.

Other information on financial risks of borrowings is disclosed in Note 34.

2007RM

1,964,9342,588,548

4,553,482

4,244,3624,000,000

33,762,0001,328,5741,242,633

44,577,569

4,244,3624,000,000

33,762,0003,293,5083,831,181

49,131,051

2008RM

640,8753,214,990

3,855,865

1,087,1653,000,000

13,157,0001,324,4402,494,122

21,062,727

1,087,1653,000,000

13,157,0001,965,3155,709,112

24,918,592

Group



19. HIRE PURCHASE AND FINANCE LEASE LIABILITIES

Future minimum lease payments:Not later than 1 yearLater than 1 year and not later than 2 yearsLater than 2 years and not later than 5 years

Total future minimum lease paymentsLess: Future finance charges

Present value of finance lease liabilities

Analysis of present value of finance lease liabilities:Not later than 1 yearLater than 1 year and not later than 2 yearsLater than 2 years and not later than 5 years

Analysed as:Due within 12 months (Note 18)Due after 12 months (Note 18)

The Group has hire purchase and finance lease contracts for various items of property, plant and equipment as disclosed in Note 4(b).

Other information on financial risks of hire purchase and finance lease liabilities is disclosed in Note 34.

20. TRADE PAYABLES

Trade payables are interest free and comprise amounts outstanding for trade purchases.

The normal trade credit terms granted to the Group range from 15 days to 120 days.

21. OTHER PAYABLES

Accruals Sundry payables

22. REVENUE

Sale of goodsDividend income

2007RM

1,433,5711,235,7871,542,7404,212,098(380,917)

3,831,181

1,242,6331,116,3021,472,246

3,831,181

1,242,6332,588,548

3,831,181

2008RM

2,759,0361,622,7801,833,0496,214,865(505,753)

5,709,112

2,494,1221,482,5771,732,413

5,709,112

2,494,1223,214,990

5,709,112

Group

2007RM

228,80095,096

323,896

2008RM

225,800105,131

330,931

Company2007

RM

1,361,0951,613,051

2,974,146

2008RM

1,240,1351,536,773

2,776,908

Group

2007RM

-22,047,949

22,047,949

2008RM

-1,500,000

1,500,000

Company2007

RM

145,608,658-

145,608,658

2008RM

157,829,449-

157,829,449

Group



23. FINANCE COSTS

Interest expenses on:Bank overdraftsBankers’ acceptance, trust receipts and revolving creditTerm loansHire purchase and finance lease

24. PROFIT BEFORE TAX

Profit before tax is stated after charging/(crediting):

Employee benefits expense (Note 25)Non-Executive Directors’ remuneration (Note 26)Auditors’ remuneration - Statutory audit - Other servicesAuditors’ remuneration underprovided - Statutory auditRental of premises - Paid/payable to Directors (Note 30) - OthersRental of plant and machineriesAllowance for doubtful debtsBad debts written offDepreciation of property, plant and equipment (Note 4) Amortisation of prepaid lease payments (Note 6)Amortisation of intangible asset (Note 7)Inventories written down(Gain)/ Loss on foreign exchange - Realised - Unrealised Interest incomeDividend income (Note 22)Allowance for doubtful debts no longer requiredFair value adjustment for investment properties (Note 5)Profit on disposal of property, plant and equipment

2007RM

379,8231,567,862

267,391243,349

2,458,425

2008RM

177,7441,347,496

181,354283,683

1,990,277

Group

2007RM

93,100152,700

7,00015,500

-

---------

---

(22,047,949)---

2008RM

80,325158,875

7,00011,000

-

---------

---

(1,500,000)---

Company2007

RM

12,302,791152,700

49,10015,500

2,000

25,200160,330

17,500567,184

-4,210,184

119,8938,455

-

418,363137,917(84,769)

-(55,110)(11,200)(91,330)

2008RM

12,989,847242,875

49,10018,900

-

25,200210,968

19,200997,675

34,4444,335,652

119,8948,455

6,272,351

(467,095)(599,162)(141,552)

-(242,693)

(11,412)(19,660)

Group



25. EMPLOYEE BENEFITS EXPENSE

Wages, salaries and bonusesSocial security contributionContribution to defined contribution planOther staff related expenses

Included in employee benefits expense of the Group and of the Company are Executive Directors’ remuneration amounting to RM2,453,151 (2007: RM1,849,921) and RM80,325 (2007: RM93,100) respectively as further disclosed in Note 26.

26. DIRECTORS’ REMUNERATION

Executive:- Salaries and other emoluments- Fees- Social security contribution- Contribution to defined contribution plan

- Estimated money value of benefits-in-kind

Sub-total

Non-Executive:- Fees- Allowances

- Estimated money value of benefits-in-kind

Sub-total

Total

Total Directors’ remunerationTotal estimated money value of benefits-in-kind

Total Directors’ remuneration included benefits-in-kind

2007RM

93,100---

93,100

2008RM

80,325---

80,325

Company2007

RM

11,170,76777,303

753,287301,434

12,302,791

2008RM

11,728,26876,198

847,153338,228

12,989,847

Group

2007RM

11,10082,000

--

93,100

-

93,100

129,00023,700

152,700

-

152,700

245,800

245,800-

245,800

2008RM

8,32572,000

--

80,325

-

80,325

139,00019,875

158,875

-

158,875

239,200

239,200-

239,200

Company2007

RM

1,125,900544,625

620178,776

1,849,921

35,000

1,884,921

129,00023,700

152,700

-

152,700

2,037,621

2,002,62135,000

2,037,621

2008RM

1,735,267459,000

620258,264

2,453,151

38,200

2,491,351

223,00019,875

242,875

2,500

245,375

2,736,726

2,696,02640,700

2,736,726

Group



27. INCOME TAX EXPENSE

Income tax:Malaysian income taxOver/(under) provision in prior years

Deferred tax (Note 9):Relating to origination and reversal of temporary differences Relating to changes in tax ratesOver provision in prior years

Total income tax expense

Domestic current income tax is calculated at the statutory tax rate of 26% (2007: 27%) of the estimated assessable profit for the year. The domestic statutory tax rate will be reduced to 25% from the current year’s rate of 26%, effective year of assessment 2009. The computation of deferred tax as at 31 December 2008 has reflected these changes.

A reconciliation of income tax expense applicable to profit before tax at the statutory income tax rate to income tax expense at the effective income tax rate of the Group and of the Company is as follows:

Profit before tax

Taxation at Malaysian statutory tax rate 26% (2007: 27%)Reduction in statutory tax rate on chargeable income up to

RM500,000 (2007: RM500,000)Effect of changes in tax rates on opening balance of deferred

taxDeferred tax recognised at different tax ratesExpenses not deductible for tax purposesIncome not subject to taxUtilisation of reinvestment allowancesUtilisation of previously unabsorbed capital allowancesRecognition of deferred tax assets on unrecognised tax losses

and unabsorbed capital allowances in prior yearsLease rental qualified for tax deductionOver/(under) provision of tax expense in prior yearsOver provision of deferred tax in prior years

Income tax expense for the year

2007RM

(5,450,000)-

(5,450,000)

---

-

(5,450,000)

2007RM

21,574,979

(5,825,244)

-

--

(29,756)405,000

--

----

(5,450,000)

2008RM

-15,606

15,606

---

-

15,606

2008RM

1,061,474

(275,983)

-

--

(114,017)390,000

--

--

15,606-

15,606

Company

Company

2007RM

(4,538,004)(510,300)

(5,048,304)

2,845,57238,089

139,273

3,022,934

(2,025,370)

2007RM

12,275,267

(3,314,322)

100,570

37,479(109,468)(319,050)

-485,624

-

1,464,824-

(510,300)139,273

(2,025,370)

2008RM

(5,788,606)158,680

(5,629,926)

(676,018)(34,109)177,942

(532,185)

(6,162,111)

2008RM

27,419,516

(7,129,074)

130,554

58,955(93,064)

(411,690)-

905,729373,103

(660,881)327,635158,680177,942

(6,162,111)

Group

Group



28. EARNINGS PER SHARE

(a) Basic

Basic earnings per share is calculated by dividing the net profit for the year attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares of RM0.50 each in issue during the financial year held by the Company.

Profit attributable to ordinary equity holders of the Company (RM)

Weighted average number of ordinary shares in issue

Basic earnings per share (sen)

(b) Diluted

No diluted earnings per share is presented as there are no dilutive potential ordinary shares since the ESOS have not been implemented as at the date of this report.

29. DIVIDENDS

Recognised during the year:Final dividend of 2 sen tax exempt per share in respect of financial year ended 31

December 2007

Final dividend of 1 sen tax exempt per share in respect of financial year ended 31 December 2006

30. RELATED PARTY DISCLOSURES

(a) In addition to the transactions detailed elsewhere in the financial statements, the transactions with related parties during the financial year are as follows:

Dividends received/receivable from subsidiary companies - United U-LI (M) Sdn. Bhd. - United U-LI Steel Service Centre Sdn. Bhd. - United U-LI Building Materials Sdn. Bhd. - Gabung Mekar Sdn. Bhd.

2007

10,249,897

132,000,000

7.77

2008

21,257,405

132,000,000

16.10

Group

2007RM

-

1,320,000

1,320,000

2007RM

6,979,4538,219,1795,479,4531,369,864

2008RM

2,640,000

-

2,640,000

2008RM

1,500,000---

Group and Company

Company



30. RELATED PARTY DISCLOSURES (Continued)

(b) Transactions with other related parties

Rental of premises paid/payable to Directors, namely Dato’ Lee Yoon Wah, Dato’ Lee Yoon Kong and Datin Lim Pki Fong (spouse of Dato’ Lee Yoon Wah)

Salaries and other related expenses paid/payable to persons related to certain Directors

The above related party transactions have been entered into in the normal course of business and have been established under the terms and conditions that are not materially different from those obtainable in transactions with unrelated parties. No rental of premises payable to Directors remains outstanding as at 31 December 2008 (2007: RM Nil).

(c) Compensation of key management personnel

The remuneration of Directors and other members of key management during the financial year are as follows:

Short-term employee benefitsPost-employment benefits:Defined contribution plan

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

Included in the total key management personnel are:

Directors’ remuneration (Note 26)

2007RM

25,200

135,114

2008RM

25,200

143,104

Group

2007RM

245,800

-

245,800

2008RM

239,200

-

239,200

Company2007

RM

2,347,201

241,668

2,588,869

2008RM

3,010,910

327,180

3,338,090

Group

2007RM

245,800

2008RM

239,200

Company2007

RM

2,002,621

2008RM

2,696,026

Group



31. CONTINGENT LIABILITIES

The Directors are of the opinion that provision are not required in respect of these matters as it is not probable that future sacrifice of economic benefits will be required or the amount is not capable of reliable measurement.

Secured:(a) Performance guarantees extended to third parties in respect of supplying goods

under contracts

(b) Bank guarantees extended to Tenaga Nasional Berhad

(c) Bank guarantees extended to Royal Custom Excise Malaysia

Unsecured:(a) Corporate guarantees given to licensed banks for credit facilities granted to

subsidiary companies

(b) Corporate guarantees given to leasing companies in respect of property, plant and equipment acquired under finance lease by certain subsidiary companies

(c) The Board of Directors of the Company has on 18 May 2006 been served with an oppression petition filed by a former Executive Director of the Company against a substantial shareholder of the Company, namely Pearl Deal (M) Sdn. Bhd., pursuant to Section 181 of the Companies Act, 1965. On 9 June 2008, the case has been struck off with costs by the Kuala Lumpur High Court on the grounds among others that the petitioner has no reasonable cause of action against all respondents. The petitioner had filed an appeal to the Court of Appeal on 19 June 2008.

(d) On 11 January 2007, a writ of summons and statement of claim has been served against United U-LI Goodlite Sdn. Bhd. (“ULGL”), a wholly owned subsidiary company for an amount of RM288,632 allegedly due to the claimant including interest of RM16,463 and further monthly interest rate of 1.5% to settlement. ULGL is contesting the claim and has filed a counter claim of RM113,390 against the claimant. The case was settled on 12 June 2008.

32. CAPITAL COMMITMENTS

Capital expenditureApproved and contracted for:- Property, plant and equipment

2007RM

1,047,151

128,000

290,000

2008RM

1,023,803

130,000

-

Group

2007RM

96,310,000

3,680,244

2007RM

800,919

2008RM

78,460,000

4,785,591

2008RM

29,200

Company

Group



33. SEGMENTAL INFORMATION

(a) Geographical Segments

The Group’s business segments operate substantially from Malaysia. In determining the geographical segments of the Group, revenues are based on the country in which the customer is located. There are no inter-segment revenues. No segment results, assets and capital expenditure are presented as the Group does not have a legal presence in any other country other than Malaysia.

Revenue (from external customers)MalaysiaOverseas

(b) Business Segments

No business segment information has been presented as the Group is solely involved in the manufacturing and sales of metal related products.

34. FINANCIAL INSTRUMENTS

(a) Financial Risk Management Objectives and Policies

The Group’s financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Group’s businesses whilst managing its interest rate risks (both fair value and cash flow), foreign currency risk, liquidity risk and credit risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below. It is, and has been throughout the year under review, the Group’s policy that no trading in derivative financial instruments shall be undertaken.

(b) Interest rate risk

Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates. 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’s interest-bearing financial assets are mainly short term in nature and have been mostly placed in fixed deposits or occasionally, in short term commercial papers.

The Group’s interest rate risk arises primarily from interest-bearing borrowings. Borrowings at floating rates expose the Group to cash flow interest rate risk. Borrowings obtained at fixed rate expose the Group to fair value interest rate risk. The Group manages its interest rate exposure by maintaining a mix of fixed and floating rate borrowings.

2007RM

115,511,14130,097,517

145,608,658

2008RM

114,167,32943,662,120

157,829,449

Group



34.

FIN

AN

CIA

L IN

STRU

MEN

TS (

Co

ntin

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)

(b)

Inte

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risk

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Th

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ies

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are

exp

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tere

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sk:

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At 3

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itBa

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Tota

lRM

8,43

1,06

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(1,0

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4,02

1,18

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(808

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2 –

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RM

- -

(915

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) - - -(4

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3) -(3

28,9

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(999

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) - - -(3

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Mo

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RM

- - - - - -(1

38,9

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(196

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)

1 –

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(208

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(70,

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(42,

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RM

- -

(612

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) - - -(4

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wA

EIR %

3.08

6.50

3.27

9.60

5.66

3.84

7.08

3.18

6.50

3.34

7.96

6.30

4.56

7.51

No

te

14 18 19 18 18 18 18 14 18 19 18 18 18 18



34. FINANCIAL INSTRUMENTS (Continued)

(c) Foreign currency risk

The Group is exposed to foreign currency risk primarily through sales and purchases that are denominated in a currency other than the functional currency of the operations which they relate. The currencies giving rise to this risk are primarily United States Dollar (USD), Singapore Dollar (SGD), Euro (EUR), Brunei Dollar (BND) and Australian Dollar (AUD). Foreign exchange exposures in transactional currencies other than functional currency of the operating entities are kept to an acceptable level.

The Group does not consider it necessary to enter into foreign exchange contracts in managing its foreign exchange risk resulting from cash flows from transactions denominated in foreign currencies, given the nature of the business for the time being.

The net unhedged financial assets of the Group that is not denominated in its functional currency are as follows:

At 31 December 2008Ringgit Malaysia

At 31 December 2007Ringgit Malaysia

(d) Liquidity risk

The Group manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that refinancing, repayment and funding needs are met. As part of its overall liquidity management, the Group maintains sufficient levels of cash or cash convertible investments to meet its working capital requirements. In addition, the Group strives to maintain available banking facilities at a reasonable level to its overall debt position.

As far as possible, the Group raises committed funding from both capital markets and financial institutions and balances its portfolio with some short term funding so as to achieve overall cost effectiveness.

(e) Credit risk

The Group’s credit risk is primarily attributable to trade receivables.

Credit risks, or the risk of counterparties defaulting, are controlled by the application of credit approvals, limits and monitoring procedures. Credit risks are minimised and monitored by limiting the Group’s associations to business partners with high creditworthiness. Trade receivables are monitored on an ongoing basis via Group management reporting procedures. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures.

The credit risk of the Group’s other financial assets, which comprise cash and cash equivalents arises from default of the counterparty, with a maximum exposure equal to the carrying amount of these financial assets. However, management does not expect any counterparty to fail to meet its obligation.

The Group does not have any significant exposure to any individual customer or counterparty nor does it have any major concentration of credit risk related to any financial assets.

TotalRM

12,019,712

12,525,957

SGDRM

6,010,817

9,719,557

BNDRM

35,842

65,183

USDRM

5,072,541

2,496,208

EURRM

898,453

-

AUDRM

2,059

245,009

Net Financial Assets Held in Non-Functional Currencies



34. FINANCIAL INSTRUMENTS (Continued)

(f) Fair values

The carrying amounts of the financial assets and liabilities such as cash and cash equivalent, receivables, payables and other borrowings of the Group and the Company at the balance sheet date approximated their fair values due to relatively short term nature of these financial instruments, except for the following:

At 31 December 2008:Fixed rate term loans (Note 34(b))

At 31 December 2007:Fixed rate term loans (Note 34(b))

The Company provides financial guarantees to licensed banks and leasing companies for credit facilities extended to certain subsidiary companies. The fair value of such financial guarantees is not expected to be significantly different as the probability of the subsidiary companies defaulting on the credit lines is remote.

The methods and assumptions used by management to determine fair values of financial instruments other than those whose carrying amounts reasonably approximate their fair values are as follows:

Borrowings

Fair value has been determined using discounted estimated cash flows. The discount rates used are the current market incremental lending rates for similar types of lending, borrowing and leasing arrangements.

35. SIGNIFICANT EVENT

On 12 March 2008, the Company subscribed for an additional 5,000,000 ordinary shares of RM1 each in United U-LI Goodlite Sdn. Bhd., a wholly owned subsidiary company for a cash consideration of RM5,000,000.

36. COMPARATIVE FIGURES

The following comparative figures of the Group have been restated to conform with current year’s presentation:

Income statement for the year ended 31 December 2007:Cost of salesGross profitAdministration expenses

Fair Value

RM

1,410,855

2,444,274

Carrying Amount

RM

1,422,207

2,485,082

Group

As PreviouslyStated

RM

(108,119,785)37,488,873

(19,035,668)

AsRestated

RM

(109,335,265)36,273,393

(17,820,188)

Group



The following information is provided in compliance with the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) for the financial year ended 31 December 2008:

Material Contracts Involving Directors and Substantial Shareholders

Save as otherwise disclosed in Significant Related Party Transactions in the Financial Statements, there are no material contracts including contracts relating to any loan entered into by the Company and its subsidiaries involving Directors and major shareholders’ interests.

Sanctions and Penalties

There were no sanctions or penalties imposed by any regulatory authorities on the Company and its subsidiaries, Directors or management during the financial year ended 31 December 2008.

Share Buy-Back

The Company did not make any share buy-back during the financial year ended 31 December 2008.

Non-Audit Fees

Non-audit fees paid to external auditors during the financial year ended 31 December 2008 amounted to RM18,900.

Options, Warrants or Convertible Securities Exercised

No options, warrants or convertible securities were issued during the financial year ended 31 December 2008.

Variation in Results for the Financial Year

There was no deviation of 10% or more between the audited results for the financial year and the unaudited financial results previously announced.

American Depository Receipt (“ADR”) / Global Depository Receipt (“GDR”)

The Company did not sponsor any ADR or GDR programme during the financial year ended 31 December 2008.

Profit Estimate, Forecast or Projection

The Company has not provided a profit forecast for the financial year ended 31 December 2008.

Profit Guarantees

There were no profit guarantees given by the Company during the financial year ended 31 December 2008.

Revaluation of Properties

The Group’s properties as at 31 December 2008 are listed on page 58. The note on revaluation of the properties is in Note 3(c) in the notes to financial statements on page 32.

Additional Compliance Information


Properties Of The Group

UNITED U-LI (M) SDN. BHD. Lot 5 (PT7907)Jalan Balakong,43300 Seri Kembangan, Selangor Darul Ehsan.

No. 33, Jalan Kartunis U1/47, Temasya Industrial Park, Seksyen U1, 40150 Shah Alam, Selangor Darul Ehsan.

No. 29, Jalan Taming 7, Taman Taming Jaya Industrial Park, 43300 Balakong, Selangor Darul Ehsan.

No. 43, Jalan Kamunting 1, Bukit Sentosa, 48300 Serendah, Selangor Darul Ehsan.

No. 25, Jalan Taming 5, Taman Taming Jaya, 43300 Seri Kembangan, Selangor Darul Ehsan.

No. 27, Jalan Taming 5, Taman Taming Jaya, 43300 Seri Kembangan, Selangor Darul Ehsan.

Unit B21-09, Desa Bistari Apartment, No.3, Lindang Pantai Jerjak, 11700 Pulau Pinang.

No. 102, Jalan Perigi Nanas 8/10, Section 12 (Phase 1B), Pulau Indah Industrial Park, West Port, 42920 Port Klang,Selangor Darul Ehsan.

Factory/Factory used

Semi-Detached Factory/

Office used

Terrace Factory/

Store

Terrace Factory/Vacant

Terrace Factory/

Factory used

Terrace Factory/

Factory used

Apartment/Vacant

Terrace Factory/Vacant

43,666 Sq.ft/36,881 Sq.ft

9,601 Sq.ft/8,392 Sq.ft

2,000 Sq.ft/2,550 Sq.ft

1,600 Sq.ft/1,300 Sq.ft

13,500 Sq.ft/13,120 Sq.ft

13,500 Sq.ft/14,806 Sq.ft

-/700 Sq.ft

2,400 Sq.ft/3,300 Sq.ft

99 years expiring on 11 October 2091

Freehold

Freehold

Freehold

Freehold

Freehold

Freehold

99 years expiring on

30 March 2097

16

10

16

13

6

6

6

5½

3,434

2,752

294

88

1,764

1,670

90

293

31.12.2005Revalued

31.12.2005Revalued

31.12.2005Revalued

31.12.2005Revalued

31.12.2005Revalued

31.12.2005Revalued

31.12.2005Revalued

31.12.2005Revalued

Company/Location

Description/Existing use

Land Area/Built-up Area Tenure

Age ofBuilding(years)

Net BookValue

RM’000

Date ofRevaluation/Acquisition


Properties Of The Group (Continued)

Lot 7, Jalan 6/1,Kawasan Perindustrian Seri Kembangan,43300 Seri Kembangan,Selangor Darul Ehsan.

No. 75, Jalan SA 1, Seri Aman Heights, 47000 Sungai Buloh,Selangor Darul Ehsan.

Unit No. 48B-9-4, Sri Ixora, Jalan Perimbun 27/11, Section 27, 40675 Shah Alam, Selangor Darul Ehsan.

Gabung Mekar Sdn. Bhd.Lot 17045,Jalan Balakong,43300 Seri Kembangan,Selangor Darul Ehsan.

United U-LI GoodliteSdn. Bhd.No.44, Jalan Cetak, Tasek Industrial Estate, 31400 Ipoh, Perak Darul Ridzuan.

United U-LI Building Materials Sdn. Bhd.1, Jalan Seroja 54,Taman Johor Jaya,81100 Johor Bahru,Johor Darul Takzim.


3 Story Semi-Detached

House/Vacant

Apartment/Vacant



Workshop/Warehouse

185,718 Sq.ft/138,314 Sq.ft

-/2,605 Sq.ft

-/848 Sq.ft

38,118 Sq.ft/37,428 Sq.ft

131,282 Sq.ft/96,022 Sq.ft

9,408 Sq.ft/ 11,287 Sq.ft

84 years expiring on 10 January 2089

Freehold

Freehold

99 years expiring on 11 October 2091

99 years expiring on 20 March 2066

Freehold

4

4

1

16

37

2½

11,871

650

135

2,482

3,115

1,163

31.12.2005Revalued

31.12.2007Revalued

31.12.2008Revalued

31.12.2005Revalued

31.12.2005Revalued

29.5.2006 Acquired

Company/Location

Description/Existing use

Land Area/Built-up Area Tenure

Age ofBuilding(years)

Net BookValue

RM’000

Date ofRevaluation/Acquisition


Shareholders’ Information

SHARE CAPITAL AS AT 31 MARCH 2009

Authorised Share Capital : RM100,000,000

Issued and Paid-Up Capital : RM66,000,000

Class of Shares : Ordinary shares of RM0.50 each

Voting Rights : One (1) vote per ordinary share

DISTRIBUTION OF SHAREHOLDINGS AS AT 31 MARCH 2009

Size of Shareholdings No. of Shareholders % No. of Share held % Less than 1,000 321 13.79 37,252 0.031,001 – 10,000 1,305 56.08 6,664,700 5.0510,001 – 100,000 587 25.23 19,019,254 14.41100,001 to less than 5% of issued shares 113 4.86 52,278,794 39.605% and above of issued shares 1 0.04 54,000,000 40.91 Total 2,327 100.00 132,000,000 100.00

SUBSTANTIAL SHAREHOLDERS AS AT 31 MARCH 2009

Direct Interest Deemed InterestName No. of shares held % No. of shares held % Pearl Deal (M) Sdn. Bhd. (“PDSB”) 54,000,000 40.91 - -Dato’ Lee Yoon Wah 3,709,248 2.81 54,000,000# 40.91Dato’ Lee Yoon Kong 3,839,246 2.91 54,000,000# 40.91Lee Yoon Fook 9,000 0.01 54,000,000# 40.91

# Deemed interest through PDSB.

DIRECTORS’ SHAREHOLDINGS AS AT 31 MARCH 2009

Direct Interest Deemed Interest Name No. of shares held % No. of shares held % Dato’ Wira Abd Rahman bin Ismail 9,000 0.01 44,556* 0.03Dato’ Lee Yoon Wah 4,198,248 3.18 54,000,000# 40.91Dato’ Lee Yoon Kong 3,848,246 2.92 54,000,000# 40.91Teow Lai Seng 9,000 0.01 - -Chim Wai Khuan 370,000 0.28 - -Wong Chow Lan 624 - - -Lokman bin Mansor 9,000 0.01 - -Shariff bin Mohd Shah 729,128 0.55 - -

* Deemed interest through Kasuria Sdn. Bhd.# Deemed interest through PDSB.


Shareholders’ Information (Continued)

No. Name of Shareholders

1. Pearl Deal (M) Sdn. Bhd.

2. Mayban Nominees (Tempatan) Sdn. Bhd.

- Pledged Securities Account for Au Kwan Seng

3. Dato’ Lee Yoon Kong

4. Dato’ Lee Yoon Wah


- Pledged Securities Account for Tan Yok Hua


- Pledged Securities Account for Mak Kok Leong

7. Law Joon Hoe Vincent

8. Public Nominees (Tempatan) Sdn. Bhd.

- Pledged Securities Account for Au Kwan Seng (E-KLC)

9. Affin Nominees (Tempatan) Sdn. Bhd.

- Pledged Securities Account for Tan Tien Sang (TAN0839C)

10. Lew Yick Koon

11. Teoh Chiang Hong

12. Yip Swee Kian

13. Hu Yoon Kong

14. Ng Seng Kuan

15. Chia Kee Foo

16. Shariff Bin Mohd Shah

17. Wee Pei See

18. Beh Choon Hean

19. Chee Sau Foong

20. United Overseas Nominees (Tempatan) Sdn. Bhd.

- Pledged Securities Account for Liau Thai Min (MSB)

21. Tan Tien Sang

22. Ngow Wah Chai

23. HDM Nominees (Tempatan) Sdn. Bhd.

- Pledged Securities Account for Tan Siew Siong (M03)

24. Aristo Corporation Sdn. Bhd.

25. Aim Industrial Marketing Sdn. Bhd.

26. Dato’ Lee Yoon Wah

27. Law Teng Hong

28. Lim Teck Ling

29. Chen Hoi Sow

30. Lim Swee Ket

No. of shares held

54,000,000

4,965,000

3,839,246

3,709,248

2,587,000

2,327,000

2,243,400

1,425,100

1,404,400

1,238,000

1,000,000

804,400

800,000

798,000

740,000

729,000

600,000

550,000

540,000

540,000

508,000

504,000

503,600

500,000

495,000

489,000

450,000

448,600

434,000

430,000

%

40.91

3.76

2.91

2.81

1.96

1.76

1.70

1.08

1.06

0.94

0.76

0.61

0.61

0.60

0.56

0.55

0.45

0.42

0.41

0.41

0.38

0.38

0.38

0.38

0.38

0.37

0.34

0.34

0.33

0.33

LIST OF THIRTY LARGEST REGISTERED SHAREHOLDERS AS AT 31 MARCH 2009


Notice of Ninth Annual General Meeting

AS ORDINARY BUSINESS 1. To receive and consider the Annual Report and Financial Statements for the financial year ended 31st

December 2008 together with the Directors’ and Auditors’ Reports thereon.

2. To approve the payment of Directors’ fees for the financial year ended 31st December 2008.

3. To re-appoint Dato’ wira Abd Rahman bin Ismail who retires pursuant to Section 129 (6) of the Companies Act, 1965.

4. To re-elect Dato’ Lee Yoon wah who retires pursuant to Article 89 of the Company’s Articles of Association.

5. To re-elect Teow Lai Seng who retires pursuant to Article 89 of the Company’s Articles of Association.

6. To re-elect Shariff bin Mohd Shah who retires pursuant to Article 89 of the Company’s Articles of Association.

7. To re-appoint Messrs Roger Yue, Tan & Associates as Auditors of the Company and to authorise the Directors to fix their remuneration.

AS SPECIAL BUSINESSTo consider and if thought fit, pass the following resolution, with or without modifications: -

8. Authority to allot and issue shares pursuant to Section 132D of the Companies Act, 1965

“RESOLVED THAT, subject always to the Companies Act, 1965 and the Articles of Association of the Company and approvals and requirements of the relevant governmental/regulatory authorities (where applicable), the Directors be and are hereby empowered pursuant to Section 132D of the Companies Act, 1965 to allot and issue new ordinary shares of RM0.50 each in the Company, from time to time and upon such terms and conditions and for such purpose and to such persons whomsoever the Directors may, in their absolute discretion deem fit and expedient in the interest of the Company, provided that the aggregate number of shares issued pursuant to the resolution does not exceed 10% of the issued and paid up share capital for the time being of the Company AND THAT such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company”

9. To transact any other business of the Company of which due notice shall have been received.

By Order of the Board

KOAY SOO NGOH (MAICSA 0856746) FOO LI LING (MAICSA 7019557) Company Secretaries

Date 15 April 2009

Ordinary Resolution 1







NOTICE OF NINTH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Ninth (9th) Annual General Meeting of the Company will be held at Ballroom 1, Tropicana Golf & Country Resort, Jalan Kelab Tropicana, 47410 Petaling Jaya, Selangor Darul Ehsan on Thursday, 7th May 2009 at 10:00 a.m. for the following purposes: -

AGENDA


Notice of Ninth Annual General Meeting (Continued)

NOTES:

1. AmemberoftheCompanyentitledtoattendandvoteattheMeetingisentitledtoappointaproxyorproxiestoattendandvoteonhis/her/theirbehalf.SuchproxyneednotbeamemberoftheCompany.

2. Foraproxyformbevalid,itmustbedepositedattheRegisteredOfficeoftheCompanyat62C,JalanSS21/62,DamansaraUtama,47400PetalingJaya,SelangorDarulEhsannotlessthan48(fortyeight)hoursbeforetimeappointedfortheMeetingoranyadjournmentsthereof.

3. TheInstrumentappointingaproxyshallbeinwritingunderthehandoftheappointerorofhisattorneydulyauthorisedinwritingor,iftheappointerisacorporation,eitherunderitscommonsealorunderthehandofanofficerorattorneydulyauthorised.Aninstrumentappointingaproxytovoteatameetingshallbedeemedtoincludethepowertodemandapollonbehalfoftheappointer.

4. ExplanatoryNotesonSpecialBusiness

OrdinaryResolution7ontheAuthoritytoallotandissuesharespursuanttoSection132DoftheCompaniesAct,1965

TheCompanycontinuestoconsideropportunitiestobroadentheoperatingbaseandearningspotentialoftheCompany.Ifanyoftheexpansionordiversificationproposalsinvolvetheissueofnewshares,theDirectorsoftheCompany,underpresentcircumstances,wouldhavetoconveneageneralmeetingtoapprovetheissueofnewshareseventhoughthenumberinvolvedmaybelessthan10%oftheissuedsharecapitaloftheCompany.

Inordertoavoidanydelayandcostsinvolvedinconveningageneralmeetingtoapprovesuchissueofshares,itisthusconsideredappropriatethattheDirectorsoftheCompanybeempoweredtoissuesharesintheCompanyuptoanamountnotexceedingintotal10%oftheissuedsharecapitaloftheCompanyforthetimebeing,forsuchpurpose.Thisauthority,unlessrevokedorvariedatageneralmeeting,shallcontinuetobeinforceuntiltheconclusionofthenextannualgeneralmeetingoftheCompany.


Statement Accompanying Notice of Annual General Meeting

Pursuant to paragraph 8.28(2) of the Bursa Malaysia Securities Berhad (“Bursa Securities”) Listing Requirements appended hereunder

are:

1. Directors who are standing for re-election

Dato’ Wira Abd Rahman bin Ismail, who is over the age of seventy (70) years, is retiring in accordance with Section 129(6) of the Companies Act, 1965 (“the Act”) and is seeking re-appointment at the Annual General Meeting (AGM).

The following Directors are retiring in accordance with Article 89 of the Company’s Articles of Association and seeking re-election at the AGM:

i Dato’ Lee Yoon Wahii Teow Lai Sengiii Shariff bin Mohd Shah

Further details of Directors seeking re-election at the AGM are set out in the Profile of Directors from page 5 to page 6 of the Annual Report.

I/We .........................................................................................................................................................................................................

Of .............................................................................................................................................................................................................

being a member/members of UNITED U-LI CORPORATION BERHAD, hereby appoint (Name of Proxy/Proxies/Corporate Representative) ......................................................................................................................................................................................

or failing him ........................................................................................................................................................................................... of .............................................................................................................................................................................................................. or failing the abovenamed proxy/proxies/corporate representative, the Chairman of the meeting, as my/our proxy to vote for me/us on my/our behalf at the Ninth (9th) Annual General Meeting of the Company to be held at Ballroom 1, Tropicana Golf & Country Resort, Jalan Kelab Tropicana, 47410 Petaling Jaya, Selangor Darul Ehsan on Thursday, 7th May 2009 at 10:00 a.m., and at any adjournment thereof, as indicated below: -

For Against ORDINARY BUSINESS Resolution 1 Directors’ Fees

Resolution 2 Dato’ Wira Abd Rahman bin Ismail

Resolution 3 Dato’ Lee Yoon Wah

Resolution 4 Teow Lai Seng

Resolution 5 Shariff bin Mohd Shah

Resolution 6 Auditors

SPECIAL BUSINESS Resolution 7 Section 132D of the Companies Act, 1965

(If you wish to instruct your proxy how to vote, insert a tick in the appropriate box. Subject to any voting instructions so given, the proxy will vote, or may abstain from voting on any resolution as he may think fit.)

If the member is an individual or joint shareholder:

No. of shares held:

Signature Date:

If the member is a corporation: The Common Seal of .................................................................. was hereunto affixed in accordance with its Articles of Association in the presence of

No. of shares held:

Signature Director/Secretary Date:

NOTES TO FORM PROXY:-

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy or proxies to attend and vote on his behalf. Such proxy need not be a member of the Company.

2. For a proxy form be valid, it must be deposited at the Registered Office of the Company at 62C, Jalan SS 21/62, Damansara Utama, 47400 Petaling Jaya, Selangor Darul Ehsan not less than 48 (forty eight) hours before time appointed for the Meeting or any adjournments thereof.

3. The Instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its common seal or under the hand of an officer or attorney duly authorised. An instrument appointing a proxy to vote at a meeting shall be deemed to include the power to demand a poll on behalf of the appointer.

4. Explanatory Statement on Special Business

Ordinary Resolution 7 on the Authority to allot and issue shares pursuant to Section 132D of the Companies Act, 1965. The Company continues to consider opportunities to broaden the operating base and earnings potential of the Company. If any of the expansion

or diversification proposals involve the issue of new shares, the Directors of the Company, under present circumstances, would have to convene a general meeting to approve the issue of new shares even though the number involve may be less than 10% of the issued share capital of the Company.

In order to avoid any delay and costs involved in convening a general meeting to approve such issue of shares, it is thus considered appropriate that the Directors of the Company be empowered to issue shares in the Company up to an amount not exceeding in total 10% of the issued share capital of the Company for the time being, for such purpose. This authority, unless revoked or varied at a general meeting, shall continue to be in force until the conclusion of the next annual general meeting of the Company.

(address)

(name)

(address)

Seal

Then fold here

First fold here

AFFIXSTAMP

The Company SecretaryUnIted U-LI CorporatIon Berhad (510737-H)

62C, Jalan SS21/62, Damansara Utama

47400 Petaling Jaya, Selangor Darul Ehsan, Malaysia

Fold this flap for sealing

Documents

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