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

High Quality Diary Producer

S I N C E 1 9 7 3

UPA's Product Range:

Diary Showcases Pocket Diaries Management Diaries A4 Diaries A5 Diaries Desk Diaries Wire-O Bound Diaries Case Bound Diaries Address Books Guest Books Autographs Calendars Planners

Manufacturer and Exporter

UPA PRESS SDN. BHD.

(23768-K) Wholly owned subsidiary of UPA Corporation Bhd (384490-P)

Lot 27678, Simpang Salak South Industrial Area, Batu 51/2, Jalan Sungai Besi, 57100 Kuala Lumpur. Tel: 03-7982 3888 Fax: 603-7981 3379 Email: upacorp@tm.net.my

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UPA Annual Report 2009

Contents
2-4 Notice of Fourteenth Annual General Meeting 5 Statement Accompanying Notice of Annual General Meeting 6 Corporate Information 7-8 Prole of Directors 9 Chairmans Statement 10-11 Audit Committee Report 12-13 Statement on Internal Control 14-17 Statement on Corporate Governance 18 Financial Highlights 19-63 Reports and Financial Statements 64-65 Analysis of Shareholdings 66 Particulars of Properties 67 Proxy Form

Notice of Fourteenth Annual General Meeting

2

NOTICE IS HEREBY GIVEN THAT the Fourteenth Annual General Meeting of the Company will be held at Hang Tuah Level II, Mines Wellness Hotel, Jalan Dulang, MINES Resort City, 43300 Seri Kembangan, Selangor Darul Ehsan on Friday, 25 June, 2010 at 11.30 a.m. for the following purposes:ORDINARY BUSINESS 1. To receive the Audited Financial Statements for the nancial year ended 31 December 2009 together with the Reports of Directors and Auditors thereon. 2. To approve the payment of a First and Final Dividend of 10% (less 25% Income Tax) in respect of the nancial year ended 31 December 2009. 3. To approve the payment of Directors fees of RM167,000.00 for the nancial year ended 31 December 2009. 4. To re-elect the following Director retiring in accordance with Article 87.1 of the Companys Articles of Association: (a) Chua Ngeun Seong 5. To consider and if thought t, pass the following resolution in accordance with Section 129(6) of the Companies Act, 1965: That Mr Ma Huak Huang retiring in accordance with Section 129(6) of the Companies Act, 1965 be and is hereby re-appointed a Director of the Company to hold ofce until the next Annual General Meeting. 6. To re-appoint Messrs KPMG as Auditors of the Company and to authorise the Directors to x their remuneration. SPECIAL BUSINESS To consider and, if thought t, pass with or without any modication, the following Ordinary Resolutions :7. Authority to issue shares pursuant to Section 132D of the Companies Act, 1965 That subject always to the Companies Act, 1965 and the approvals of the relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered, pursuant to Section 132D of the Companies Act, 1965, to issue shares (other than bonus or rights issues) in the Company from time to time at such price, upon such terms and conditions and for such purposes and to such person or persons whomsoever as the Directors may deem t provided that the aggregate number of shares issued in any one nancial year of the Company (other than bonus or rights issues) pursuant to this Resolution does not exceed 10% of the issued capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval from the Bursa Malaysia Securities Berhad for the listing of and quotation for the additional shares so issued and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company. 8. Proposed renewal of Share Buy-Back Authority THAT subject always to the Companies Act, 1965 (Act), the provisions of the Memorandum and Articles of Association of the Company, the Listing Requirements of Bursa Malaysia Securities Berhad (Bursa Securities), and the approvals of all relevant governmental and/or the relevant authorities, the Company be authorized, to buy-back such amount of ordinary shares of RM1.00 each in the Company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem t and expedient in the interest of the Company provided that:Resolution 8 Resolution 7

Resolution 1

Resolution 2

Resolution 3

Resolution 4

Resolution 5

Resolution 6

Notice of Fourteenth Annual General Meeting

3

(i) The aggregate number of shares bought back does not exceed 10% of the total issued and paid-up share capital of the Company at any point of time; (ii) The maximum amount of funds to be allocated for the share buy-back shall not exceed the aggregate of the retained prots and/or share premium of the Company; and (iii) The shares purchased are to be treated in either of the following manner:a. Cancel the purchased ordinary shares; or b Retain the purchased ordinary shares as treasury shares held by the Company; or c Retain part of the purchased ordinary shares as treasury shares and cancel the remainder; (hereinafter referred to as the Proposed Share Buy-Back). The treasury shares may be distributed as dividends to the shareholders and/or resold through Bursa Securities and/or subsequently cancelled; AND THAT the authority conferred by this resolution shall commence upon the passing of this resolution until:(i) the conclusion of the next annual general meeting (AGM) of UPA, unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or (ii) the expiration of the period within which the next AGM after the date it is required to be held pursuant to section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to section 143(2) of the Act); or (iii) revoked or varied by ordinary resolution passed by shareholders of the Company at a general meeting of the Company, whichever occurs rst; AND THAT the Directors of the Company be and are hereby authorised to take such steps to give full effect to the Proposed Share Buy-Back with full power to assent to any conditions, modications, variations and/or amendments as may be imposed by the relevant authorities and/or to all acts and things as the Directors may deem t and expedient in the best interest of the Company. 9. To transact any other business of which due notice shall have been given in accordance with the Companies Act, 1965. NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT NOTICE IS HEREBY GIVEN THAT a rst and nal dividend of 10% (less 25% income tax) for the nancial year ended 31 December 2009, if approved, will be paid on 28 July 2010 to Depositors whose names appear in the Record of Depositors at the close of business on 8 July 2010. . A depositor shall qualify for the dividend entitlement only in respect of: (a) shares transferred into the Depositors Securities Account before 4.00 p.m. on 8 July 2010 in respect of ordinary transfers; or (b) shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa Malaysia Securities Berhad. By Order of the Board Hoh Fong Yin (MAICSA 0809434) Lee Siew Teng (MAICSA 7061761) Petaling Jaya 3 June 2010

Notice of Fourteenth Annual General Meeting

4

Notes : 1. A member entitled to attend and vote at this Meeting is entitled to appoint a proxy to attend and to vote in his stead. A proxy may but need not be a member of the Company. 2. The instrument appointing a proxy shall be in writing signed by the appointor or his attorney duly authorised in writing, or if the appointor is a corporation, either under its common seal or signed by an ofcer or attorney duly authorised. 3. Where the member of the Company appoints two proxies or more, the appointment shall be invalid unless the member species the proportion of his shareholding to be represented by each proxy. 4. Where the member of the Company is an authorised nominee as dened under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy in respect of each securities account it holds. 5. The instrument appointing the proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certied copy thereof must be deposited at the Registered Ofce of the Company at No. 53A, Jalan SS21/1A, Damansara Utama, 47400 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time set for holding the meeting or at any adjournment thereof. EXPLANATORY NOTE ON RESOLUTIONS 7 AND 8 1. Resolution 7 Authority to issue shares pursuant to Section 132D of the Companies Act, 1965 The Ordinary Resolution 7, if passed, will empower the Directors to issue shares in the Company up to an amount not exceeding 10% of the issued share capital of the Company for the time being for such purpose as the Directors consider would be in the interests of the Company. (Share Mandate). The Share Mandate will, unless revoked or varied by the Company at a general meeting, expire at the conclusion of the next Annual General Meeting of the Company. This Share Mandate would avoid any delay and costs in convening a general meeting to specically approve such an issue of shares. This Share Mandate is a renewal of the mandate obtained from the shareholders of the Company at the AGM held on 26 June 2009. The Company did not utilize the mandate obtained at the last AGM and thus no proceeds were raised from the previous mandate. 2. Resolution 8 Proposed renewal of Share Buy-Back Authority The Ordinary Resolution 8, if passed will empower the Company to purchase and/or hold the Companys shares up to ten percent (10%) of the issued and paid-up share capital of the Company by utilizing the funds allocated which shall not exceed the total retained prots and/or share premium account of the Company. This authority unless renewed, revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting. Further information on the Proposed Renewal of Share Buy-Back Authority is set out in the Circular to Shareholders dated 3 June 2010 which is despatched together with the Companys 2009 Annual Report.

Statement Accompanying
Notice of Annual General Meeting
5

RE-ELECTION OF DIRECTORS The retiring directors who are standing for re-election at the forthcoming Annual General Meeting together with their relevant Article of the Companys Articles of Association and provision of Companies Act, 1965 are given as below: 1. Chua Ngeun Seong 2. Ma Huak Huang - Article 87.1 - Section 129 (6) of Companies Act, 1965

Their prole can be found in pages 7 to 8 and their shareholdings in page 65 of the Annual Report. BOARD MEETINGS A total of seven (7) Board Meetings were held during the nancial year and the details of attendance by each of the Directors are given as below: Name of Directors Chua Ah Lak Kok Kam Moi Chua Ngeun Lok Chua Ngeun Seong Ma Huak Huang Yeo Wee Thow @ Yeo Ngo Tee No of meetings attended 7/7 7/7 7/7 7/7 7/7 7/7

All Directors have complied with the minimum attendance at Board Meeting as stipulated in the Bursa Malaysia Listing Requirements during the nancial year. DATE, TIME AND PLACE OF THE FOURTEENTH ANNUAL GENERAL MEETING Date Time Place : : : 25 June 2010 11.30am Hang Tuah Level II, Mines Wellness Hotel, Jalan Dulang, MINES Resort City, 43300 Seri Kembangan, Selangor Darul Ehsan.

Corporate Information
6

BOARD OF DIRECTORS Chua Ah Lak Kok Kam Moi Chua Ngeun Lok Chua Ngeun Seong Ma Huak Huang Yeo Wee Thow @ Yeo Ngo Tee Chairman (Independent Non-Executive Director) Managing Director Executive Director Executive Director Non-Independent Non-Executive Director Independent Non-Executive Director

COMPANY SECRETARIES

- Hoh Fong Yin (MAICSA 0809434) - Lee Siew Teng (MAICSA 7061761) - KPMG Chartered Accountants KPMG Tower, 8 First Avenue, Bandar Utama, 47800 Petaling Jaya, Selangor. - Bina Management (M) Sdn Bhd (50164-V) Lot 10, Highway Centre Jalan 51/205 Petaling Jaya 46050 Selangor Darul Ehsan Tel : 03-77843922 Fax : 03-77841988 - No 53-A, Jalan SS21/1A Damansara Utama 47400 Petaling Jaya Selangor Darul Ehsan Tel : 03-77288177 Fax : 03-77279013 - Public Bank Berhad - HSBC Bank Malaysia Berhad - United Overseas Bank (M) Bhd - Bursa Malaysia Securities Berhad Main Market

AUDITORS

REGISTRAR

REGISTERED OFFICE

PRINCIPAL BANKERS

STOCK EXCHANGE

Prole Of Directors
7

MR. CHUA AH LAK CHAIRMAN - INDEPENDENT & NON-EXECUTIVE Mr. Chua Ah Lak, Malaysian, aged 61, was appointed as Independent & Non-Executive Director of UPA Corporation Bhd on 3 January 2005. He holds Honours Degree in Chemical Engineering from Adelaide University, Australia and MBA from University of Malaya, Malaysia. He retired from Nylex Group on 31 October 2004 after serving as Chief Executive Ofcer of Nylex (Malaysia) Berhad and a director of Nylexs Board. He is the Chairman of the audit committee, nomination committee as well as remuneration committee.

MR. KOK KAM MOI MANAGING DIRECTOR Mr. Kok Kam Moi, Malaysian, aged 62, was appointed as Managing Director of UPA Corporation Bhd on 6 January 1997. He is the co-founder of the UPA Group with Mr. Chua Ngeun Lok. Mr Kok has more than 30 years of experience in printing industry. After obtaining his qualication in Commercial Art in 1971, he ventured into general printing before specializing in rebuilding of printing machinery. His vast experience in printing industry and technical know-how has contributed to the success of the Machinery Division. The Machinery Division deals with rebuilding of Web printing machinery, Sheet fed printing machinery and book binding machinery. Under his guidance in the past 20 years, UPA Machinery Sdn Bhd, a subsidiary of the Group, has grown to be one of the biggest printing equipment rebuilding factory in South East Asia. Mr. Kok is involved in the Groups business development and oversees the machinery Division of the Group. He is a member of Remuneration Committee.

MR. CHUA NGEUN LOK EXECUTIVE DIRECTOR Mr. Chua Ngeun Lok, Malaysian, aged 59, was appointed as Executive Director of UPA Corporation Bhd on 6 January 1997. He is the co-founder of the UPA Group with Mr. Kok Kam Moi. Mr. Chua has more than 30 years experience in the printing industry. After obtaining his qualications in Commercial Art in 1972, he ventured into general printing before specializing in paper products and diary manufacturing. His creative skills has contributed to the many innovative products manufactured by UPA. Under his guidance in the past 30 years, UPA Press Sdn Bhd, a subsidiary of the Group, has grown to be the biggest diary manufacturer in Malaysia. He had been intensively involved in the development of the Company to become one of the leading diary and paper products manufacturers in Asia. He is currently the Vice President of Selangor and Federal Territory Chinese Printing Presses Association and Council Member of K.L. Selangor Chinese Chamber of Commerce. Mr. Chua is involved in the Groups business development and oversees the nancial management of the Group. He is the brother of Mr. Chua Ngeun Seong, the Executive Director of UPA Corporation Berhad. Mr. Chua is a member of the Remuneration Committee.

Prole Of Directors
8

IR. CHUA NGEUN SEONG EXECUTIVE DIRECTOR Ir. Chua Ngeun Seong, Malaysian, aged 62, was appointed to the Board of UPA Corporation Bhd on 6 January 1997. Thereafter he was made Executive Director on 1st June 1998. He holds a Diploma in Mechanical Engineering from Council of Engineering Institutions UK and he is also a Registered Professional Engineer in Malaysia. He has 38 years working experience in engineering as well as general management encompassing project planning, design, installation, test and commissioning of palm oil mills, palm kernel crushing plant, palm oil renery plants, cocoa butter substitute speciality fats plant, steam boilers, power generation plants and other related machine and equipment. He also has thirteen years of working experience in plastic sheets extrusion and calendaring. Ir. Chua sits on the Board of two of UPA Corporation Bhds subsidiaries as well as several other private limited companies. He is the Director of UPA Holdings Sdn Bhd which is the ultimate holding company and substantial shareholder of UPA Corporation Bhd and is also the brother of Mr. Chua Ngeun Lok, the Executive Director of UPA Corporation Bhd.

MR. MA HUAK HUANG NON-INDEPENDENT & NON-EXECUTIVE Mr. Ma Huak Huang, Malaysian, aged 71 was appointed to the Board of UPA Corporation Bhd on 6 January 1997. He is a self-made entrepreneur with more than 30 years experience in the eld of agriculture chemical and feedstuff. Mr. Ma is a member of Audit Committee, Remuneration Committee as well as Nomination Committee. He sits on the Board of several of UPA Corporation Bhds subsidiaries as well as other private limited companies. He is also the Director of UPA Holdings Sdn Bhd, the ultimate holding company and substantial shareholder of UPA Corporation Bhd.

MR. YEO WEE THOW @ YEO NGO TEE INDEPENDENT & NON-EXECUTIVE Mr. Yeo Wee Thow, Malaysian, ages 61, was appointed an Independent and Non-Executive Director of UPA Corporation Bhd on 29 June 2001. He is a member of Malaysian Institute of Accountants, a fellow member of the Association of Chartered Certied Accountants (UK) and an associate member of the Institute of Chartered Secretaries and Administrators (UK). He owns a public accounting rm in Kuala Lumpur which was set up in 1979. Mr. Yeo is a member of Audit Committee, Nomination Committee as well as Remuneration Committee. SAVE AS DISCLOSED ABOVE, NONE OF THE DIRECTORS HAS : 1) any other family relationship with any Director and/or substantial shareholder of the Company. 2) any other conict of interest with the Company. 3) any conviction of offences for the past ten years other than trafc offences. PLEASE REFER TO THE ANALYSIS OF SHAREHOLDINGS ON PAGE 64 AND 65 FOR THE DETAILS OF THE DIRECTORS SHAREHOLDINGS IN THE COMPANY

Chairmans Statement
9

To all our valued shareholders, I am pleased to present you the Annual Report and Audited Financial Statements of UPA Corporation Berhad for the nancial year ended 31 December 2009. FINANCIAL RESULTS For the nancial year ended 31 December 2009, the Group recorded total revenue of RM119.08 million and prot before tax of RM18.62 million as compared to RM138.34 million and RM19.14 million recorded in the preceding nancial year. The global nancial crisis affected many countries in 2009 and Malaysia was not spared from the onslaught of the economic woes. The Group went through a volatile period throughout the whole of 2009. The machinery division suffered the most due the reluctance of printing industry to invest in capital expenditure and coupled with the tightening of nancing from the nance institutions. The printing division was able to maintain its performance despite the weaker local demand. However the plastic division emerged with better results, a testimony of our ability to increase our market share in a very competitive environment. PROSPECT The new nancial year will be one that is full of uncertainties despite early signs of global economic recovery. The Management team acknowledges the need to be cautious on various factors internally as well as externally which can affect the operational efciency and protability. The printing division will be able to capitalize on the recent accreditation of Forest Stewardship Council (FSC) status. The FSC status is widely regarded as the most important global initiative of the last decade to promote responsible forest management and provides a link between responsible production and consumption of forest products, enabling consumers to make purchasing decisions that benet people and the environment at large. The accreditation marked an important milestone for the printing division to penetrate into Europe and USA and increase our market share there. The plastic division meanwhile had commenced the production of new product in PET and PVC shrinkable lm for label printing. The Group is one of the earliest producer of such product in ASEAN countries and we expect to enjoy signicant market growth as the demand for this product increases. The economic recovery has a positive effect for the machinery division as the printing industry ventures into capital expenditure again. The Group had also recently set up an associate company, UPA Machinery Co Ltd in Bangkok, Thailand. This is in line with our geographical expansion to our neighbouring countries. CORPORATE SOCIAL RESPONSIBILITY The Group will not neglect its corporate social responsibility while carrying out its usual business activities. The Group is committed to continually promote and creating awareness among the employees on the occupational hazard and safety at the work place. Besides that the Group had in 2009 either sponsored the conference and sports activities of certain organizations or contributed donations to charitable groups. DIVIDEND The Board is pleased to recommend a rst and nal dividend of 10% (less income tax) per share for the nancial year ended 31 December 2009 for the approval of the shareholders at the forthcoming annual general meeting. ACKNOWLEDGEMENT On behalf of the Board, I would like to take this opportunity to extend my sincere gratitude and appreciation to all our employees, valued shareholders, customers, suppliers and business associates for their dedication, assistance and support throughout the years. Last but not least, I would like to thank my fellow members of the Board for their advice, invaluable assistance, support and contribution extended to the Board all these years. Thank you. CHUA AH LAK CHAIRMAN

Audit Committee Report

10

COMPOSITION The Audit Committee was established on 7 January 1997. The committee comprises of the following members as at the end of nancial year 2009 : Meetings attended 1. Chua Ah Lak (CHAIRMAN) Independent & Non-Executive Director 2. Yeo Wee Thow @ Yeo Ngo Tee Independent & Non-Executive Director 3. Ma Huak Huang Non-Independent & Non-Executive Director 4/4

4/4

4/4

Mr. Yeo Wee Thow @ Yeo Ngo Tee is a member of the Malaysian Institute of Accountants (MIA). The composition of the Audit Committee complies with the Bursa Malaysia Listing Requirements. TERM OF REFERENCE Composition The Committee should be appointed by the Board and the following requirements must be met : members of the Committee should be from among the current Boards members should comprise no fewer than three (3) members Independent Directors must form the majority All members of the committee should be Non-Executive Directors Members of the Committee should consist of at least one member who is a member of Malaysian Institute of Accountants f. Chairman of the Committee must be an Independent Director g. Alternate Director is not eligible to be appointed Meetings a. A minimum number of four (4) meetings should be held during a nancial year b. Quorum of a meeting should be two (2) members and the majority of members present must be Independent Directors c. The internal and external auditors have the right to appear and to be heard at any of the meeting and shall appear before the Committee when required to do so by the Committee d. The Company Secretary shall be appointed as Secretary to the Committee Duties and Responsibilities a. Review on the internal and external auditors scope of works and their audit plans b. Review with the external auditors on the result of their audit and evaluate on the accounting policies and system of internal accounting control within the Group c. Review with the internal auditors on the ndings of their audit and evaluate on the system of internal control within the Group d. Review with the management on the audit reports and management letters issued by the internal and external auditors and the implementation of their recommendations e. Evaluate on the performance of the internal and external auditors and to put forward recommendation on their appointment to the Board f. Review on the quarterly and year end nancial results and recommending for the Boards approval before releasing to the relevant authorities a. b. c. d. e.

Audit Committee Report

11

g. Review on the Groups compliance with the accounting standards set by the Malaysian Accounting Standards Board h. Review on the Groups compliance with the Bursa Malaysia Listing Requirements i. Review on the Groups status of compliance with the Malaysian Code on Corporate Governance Authority The Audit Committee is empowered to : a. have authorities to investigate any matter within its term of reference b. have full access to any information in regard of the Groups activities c. have direct communication with the internal auditors, external auditors and management staff in order to seek clarication or any further information d. have the right to seek meetings with the internal as well as external auditors either with or without the attendance of any of the Executive Director e. have the right to obtain advice or other necessary services from independent professionals in regard of matters within its term of reference SUMMARY OF ACTIVITIES The activities undertaken by the Audit Committee during the nancial year are summarized as follow : a. Reviewed the audited nancial statement and the unaudited quarterly results of the Group before recommending them for Boards approval b. Reviewed the annual audit plan, the scope and the extent of coverage by the external auditors c. Reviewed the internal audit and enterprise risk management reports with emphasis on the highlighted risks issues, recommendations and managements response d. Reviewed the terms of reference and plan of the risk management and internal audit which is to be carried out by the appointed external consultant e. Reviewed on any related party transaction and conict of interest within the Group f. Monitoring the Groups continuous compliance with the Bursa Malaysia Listing Requirements, the Malaysian Accounting Standard Board guidelines, the Companies Act 1965 and the Malaysian Code of Corporate Governance INTERNAL AUDIT FUNCTION The principal roles of the appointed external consultant on internal audit are to assist the Audit Committee in assessing risks faced by the Group, recommend possible measures to mitigate the identied risks, review the adequacy of effective system of controls for the operation of the Group. The major ndings of the internal audit reports will be reported directly to the Audit Committee meetings in order to formulate appropriate corrective measures.

Statement On Internal Control

12

The Board of Directors is committed to maintaining a sound system of internal control in the Group and is pleased to provide the following Statement on Internal Control which outlines the nature and scope of internal control of the Group during the year pursuant to paragraph 15.26 (b) of the Bursa Malaysia Listing Requirements. Board responsibility The Board of Directors is responsible for the Groups system of internal controls covering not only nancial controls but also operational and compliance controls as well as risk management. The internal control system involves each business and key management from each business, including the Board, and is designed to meet the Groups particular needs and to manage the risks to which it is exposed. This system, by its nature, can only provide reasonable but not absolute assurance against material loss or against the Group failing to achieve its objectives. The Board has established an ongoing process for identifying, evaluating and managing signicant risks faced by the Group. This process has been in place throughout the year is reviewed by the Board and accords with the Statement on Internal Control : Guidance for Directors of Public Listed Companies. For the purposes of this framework, associates are not dealt with as part of the Group. Enterprise risk management framework The Board supports the contents of the Statement of Internal Control : Guidance for Directors of Public Listed Companies and through the Audit Committee, continually reviews the adequacy and effectiveness of the risk management processes in place within the various operating businesses. The Board believes that maintaining a sound system of internal control is founded on a clear understanding and appreciation of the following key elements of the Groups enterprise risk management framework : A risk management structure which outlines the lines of reporting and responsibility at the Board, Audit Committee, Risk Management Committee and management levels have been established. A formal risk policy and guidelines have been established and communicated to Risk Management Committee comprising of management personnel. Amongst the members of the Risk Management Committee, a member has been appointed as the Risk Ofcer to coordinate enterprise risk management within the Group. The Groups management identies the key risks facing each business, the potential impact and likelihood of those risks occurring and effectiveness of the existing controls.

Statement On Internal Control

13

Internal audit function The Group has outsourced the internal audit function to a professional rm of consultants, which provides the Board with the assurance it requires regarding the adequacy and effectiveness of internal control systems. Internal audit independently reviews the control processes implemented by the management, and report to the Audit Committee. Internal audit also reviews the internal controls in the key activities of the Groups businesses on the basis of an annual internal audit strategy and a detailed annual internal audit plan presented to the Audit Committee for approval. The internal audit function adopts a risk-based approach and prepares its audit strategy and plan based on the risks facing each of the major business units of the Group. The Audit Committee considers reports from internal audit and from management, before reporting and making recommendations to the Board in strengthening the internal control systems. The Audit Committee presents its ndings to the Board. Other Risks and Control Processess Apart from risk management and internal audit, the Group also has in place an organizational structure with dened line of responsibility, delegation of authority and a process of hierarchical reporting. Weakness in internal controls that result in material losses There were no material losses incurred during the current nancial year as a result of weaknesses in internal control. Management will continue to review and strengthen the internal control systems of the Group.

Statement On Corporate Governance

14

The Board of Directors of UPA recognizes its responsibilities for good corporate governance and is committed to ensure that a high standard of corporate governance is practised throughout the Group as a fundamental part of discharging its responsibilities. The Board will undertakes all measures to ensure that the principles and best practices set out in the Malaysian Code of Corporate Governance are observed and practised throughout the Group. BOARD OF DIRECTORS The Group is headed by an experienced Board comprising of professionals and entrepreneurs with diverse knowledge and experience in business, nancial, management and engineering background. The Board effectively leads the Group by providing directions and guidance to the management and staff. As at the end of nancial year 2009, the Board consists of six (6) members of which three (3) are Executive Directors while the other three (3) are Non-Executive Directors. Out of the three (3) Non-Executive Directors, two (2) are also functioning as Independent Directors. The current composition satises the requirement of Listing Requirement and the Board considers its current size as adequate and capable to lead the Group through efcient and effective discussion and decision makings. The three Executive Directors are individually responsible for the Groups three main division respectively namely manufacturing of printed and paper related products; reconditioning and refurbishment of printing and printing related machinery; and manufacturing of PVC & PET rigid lms and PVC & PET shrinkable lm. The three NonExecutive Directors do not participate in the day-to-day management of the Group, instead their functions are to provide independent views, assessment and advice on various management proposals. A brief prole of each of the Directors is presented on page 7 to 8. BOARD MEETINGS AND SUPPLY OF INFORMATION Attendance of all the Directors at the Board Meetings are disclosed in the Statement Accompanying the Notice of Annual General Meeting in page 5. The agenda together with the detailed reports and preliminary proposals to be tabled at the Board meeting are circulated to all the Directors for their perusal and consideration prior to each Board meeting. All matters arising, deliberations and conclusions of the Board meetings are accurately recorded in the minutes by the Company Secretary, conrmed by the Board and signed as correct record by the Chairman of the meeting. Senior Management staff as well as outside advisers or professionals were invited to attend the Board meeting as and when necessary to provide the Board with their views and explanation in relation to the pre-set agenda and also to furnish clarication on matters that may be raised by the Directors. DIRECTORS TRAINING All Directors had attended and completed the Mandatory Accreditation Programme conducted by the Research Institute of Investment Analysts Malaysia (RIAAM). The Directors will continue to participate in relevant training programmes to further enhance their knowledge on a continuous basis. During the nancial year 2009, the Directors attended training programmes and seminars on various areas such as nance, economy and management. The Directors also attended related trade fairs all over the world to keep abreast with the latest technology and market trend in the printing as well as plastic manufacturing industries. RE-ELECTION OF DIRECTORS Article 87.1 of the Companys Articles of Association provides that one-third of the Directors, or if their numbers are not three (3) or a multiple of three (3), then the number nearest to but not exceeding one-third shall retire from ofce. The Company shall ensure that all Directors shall retire from ofce once at least in each three (3) years but shall be eligible for re-election.

Statement On Corporate Governance

15

BOARD COMMITTEES The Board had established the following committees and delegated specic tasks and responsibilities to them. These committees are to report back to the Board the outcomes and recommendations thereon for the Board to make nal decision. The main committees that were set up are : 1. Nomination Committee The Nomination Committee was set up on 8 May 2002 with the given tasks of monitoring and appointing any new Director when the need arises. It comprises of the following members : Chua Ah Lak (Chairman) Yeo Wee Thow @ Yeo Ngo Tee Ma Huak Huang Independent Non-Executive Director Independent Non-Executive Director Non-Executive Director

The Nomination Committee would be responsible, inter alia: to identify and recommend suitable candidates to ll seats on the Board when the need arises; to review the appropriate combination of skills, knowledge and experience among the members of the Board so as to add effectiveness to its function to ensure numbers of Directors on the Board truly reect the size of investment by the shareholders to evaluate the effectiveness of the function of various committees of the Board and also the Board itself 2. Remuneration Committee The Remuneration Committee was established on 8 May 2002. The Committee, inter alia, reviews and recommends to the Board the appropriate remuneration payable to the Directors. The committees comprised of the following members: Chua Ah Lak (Chairman) Yeo Wee Thow @ Yeo Ngo Tee Ma Huak Huang Kok Kam Moi Chua Ngeun Lok 3. Audit Committee The composition, terms of reference and other related report on Audit Committee are presented on page 10 to 11. DIRECTORS REMUNERATION The details of the Directors remuneration which include benet-in-kind for the nancial year 2009 are as follow: Executive Directors RM Salaries Fees Bonus Benet-in Kind Total 540,000 290,000 240,000 37,200 1,107,200 Non-Executive Directors RM 167,000 167,000 Independent Non-Executive Director Independent Non-Executive Director Non-Executive Director Managing Director Executive Director

Statement On Corporate Governance

16

The Directors remuneration which include the benet-in-kind for the nancial year 2009 categorised into band of RM50,000 are as follow : Range of Remuneration RM 50,000 and below 50,001 to 100,000 100,001 to 150,000 150,001 to 200,000 200,001 to 250,000 250,001 to 300,000 300,001 to 350,000 350,001 to 400,000 400,001 to 450,000 450,001 to 500,000 FINANCIAL REPORTING The Board is responsible for the preparation of the annual nancial statement to the shareholders and has taken necessary effort to present a balanced, accurate and understandable assessment of the Groups nancial position and prospects. The announcement of the quarterly and annual results was made to the public within the stipulated time frame based on the recommendation of the audit committee. INTERNAL CONTROL The Statement On Internal Control furnished on page 12 to 13 of the annual report provides an overview on the state of internal control within the Group. RELATIONSHIP WITH AUDITORS The role of the Audit Committee in relation to the external auditors is set out on page 10 and 11. RELATIONSHIP WITH SHAREHOLDERS A copy of the annual report is sent to all the shareholders and notice of General Meeting is published in major newspapers at least 21 days in advance of the actual date of meeting as to comply with the Listing Requirements. The annual report will be also made available upon request to those interested parties. The Board members, the company secretary and the external auditors are present at the Annual General Meeting in order to provide an opportunity for the shareholders to seek clarication and to have better understanding on the Groups activities. OTHER DISCLOSURE REQUIREMENTS Imposition of sanction/penalties There were no sanctions/penalties imposed on the Group, Directors or Management by the relevant regulatory bodies during the nancial year. Non-audit fee An amount of RM5,000 of non-audit fee was paid to the external auditors during the nancial year. Material contract There were no material contracts on the Group or its subsidiaries entered into during the nancial year which involve Directors and major shareholders interests. Executive Director Non-Executive Director

1 2 -

2 1 -

Statement On Corporate Governance

17

Prot guarantee The Company is not subject to any requirement for prot guarantee for the whole of the nancial year. Share buy-back The Company had on 26 June 2009 sought and obtained approval from its shareholders in respect of share buyback of up to 10% of the issued and paid up share capital of the company. During the nancial year 2009, the company had bought back from the open market 396,000 units of its issued ordinary share of RM1.00 each listed on the Main Market of Bursa Malaysia Securities Berhad. A monthly breakdown of the shares bought back during the nancial year 2009 is given as below : No of shares Consideration paid (RM)* Minimum price paid (RM) 1.46 1.44 1.40 1.32 Maximum price paid (RM) 1.51 1.45 1.43 1.34 Average price paid (RM) 1.33 1.43 1.46 1.49

Month

May July September December

104,800 69,200 202,000 20,000

139,480.37 99,190.26 294,139.11 29,731.96

*including transaction cost None of these purchased shares were resold or cancelled by the Company as at 6 May 2010 Option, Warrants or convertible Securities No option, warrant or convertible securities were issued by the Group during the nancial year ended 31 December 2009. American Depository Receipt (ADR) or Global Depository Receipt (GDR) programme The company did not sponsor any ADR or GDR programme during the nancial year. Revaluation of landed properties The Group revalues its investment properties every year. The Directors estimate the fair value of the Groups investment properties without involvement of independent valuers for 4 years. An external, independent valuation rm, having appropriate recognized professional qualications and recent experience in the location and category of property being valued, values the Groups investment property portfolio on every fth year. . Recurrent related party transactions of a revenue nature There is no recurrent related party transaction of a revenue nature which require shareholders mandate during the nancial year. Directors responsibility statement in respect of the audited Financial Statement The Companys nancial statements are prepared in accordance with the requirement of approved accounting standards in Malaysia and provisions of the Companies Act, 1965. The Directors take responsibility in ensuring that the annual nancial statement and the quarterly announcement of results of the Company are presented to convey a balanced, accurate and understandable assessment of the Groups nancial status and future prospects.

5 Year Performance Highlights

18

RM (MILLION) 150.0 120.0 90.0 60.0 30.0 00.0

138 3 138.3

139 3 139.3

133.5

119.1

129.2 1 11 9 115.9 115.9

Turnover
2009
2008 2007 2006 2005

RM (MILLION)

20.0 15.0

18.6 14.1

19.1 14.4

18 2 18.2 15.4 16.2

Prot before tax Prot after tax 10.0 5.0 0.0

Prot
RM (MILLION) 180.0 150.0 120.0 90.0 60.0 0.0

2009
149.9

2008

2007

157 9 157.9

141.3 129 9 129.9 116 0 116.0

Shareholders Fund
2009 009
2008 2007 2006 2005
32.1 30 3 30.3 25.0 23.3

RM (SEN) Earnings per share (Gross) Earnings per share (Net)

35.0 30.0 25.0 20.0 15.0 10.0 5.0 0.0

28.35 20 5 20.5

28.8 28 8.8 21 9 21.9

RM (SEN) 10 8 6 4 2 0

2009

2008

2007

2006

2005

diaP dnediviD ssor diaP dnediviD ssor di iD

erahs rep sgninraE teN erahs rep sgninraE teN h p g i Et N & sso & ssor & ssor & ssor & ssor

Gross &
10

Net Earnings per share

(proposed) 10 10 10

2009
10

2008

Gross Dividend Paid

d d d d d dnuF sredloherah dnuF sredloherah dl h h

27.4 23 0 23.0

2007

revonru revonru
20.8 19.0 14.6

T
tor

2006

2005

2006

2005

Directors report
for the year ended 31 December 2009
19

The Directors have pleasure in submitting their report and the audited nancial statements of the Group and of the Company for the nancial year ended 31 December 2009. Principal activities The Company is principally engaged in investment holding and provision of management services, whilst the principal activities of the subsidiaries are as stated in Note 30 to the nancial statements. There has been no signicant change in the nature of these activities during the nancial year. Results Group RM000 Prot/(Loss) attributable to: Equity holders of the company Minority interest 13,464 697 14,161 Reserves and provisions There were no material transfers to or from reserves and provisions during the nancial year under review except as disclosed in the nancial statements. Dividends Since the end of the previous nancial year, the Company paid a rst and nal dividend of 10 sen per ordinary share less tax at 25% totalling RM4,924,000 (7.5 sen net per ordinary share) in respect of the year ended 31 December 2008 on 28 July 2009. The Directors recommend a rst and nal dividend of 10 sen per ordinary share less tax at 25% totalling RM4,893,000 (7.5 sen net per ordinary share) for the nancial year ended 31 December 2009. Directors of the Company Directors who served since the date of the last report are: Chua Ah Lak Chua Ngeun Lok Kok Kam Moi Ma Huak Huang Chua Ngeun Seong Yeo Wee Thow @ Yeo Ngo Tee Directors interests The interests and deemed interests in the shares of the Company and of its related corporations (other than whollyowned subsidiaries) of those who were Directors at year end (including the interests of the spouses or children of the Directors who themselves are not Directors of the Company) as recorded in the Register of Directors Shareholdings are as follows: Number of Ordinary Shares of RM1 each At At 1.1.2009 Bought Sold 31.12.2009 direct interest deemed interest direct interest deemed interest direct interest deemed interest direct interest deemed interest 426,670 171,199 391,290 399,666 171,199 611,352 399,666 391,290 426,670 171,199 391,290 399,666 171,199 611,352 399,666 391,290 Company RM000 (427) (427)

Holding company - UPA Holdings Sdn. Bhd. Kok Kam Moi Chua Ngeun Lok Ma Huak Huang Chua Ngeun Seong -

Directors report
20

The Company - UPA Corporation Bhd. Kok Kam Moi Chua Ngeun Lok Ma Huak Huang Chua Ngeun Seong Yeo Wee Thow @ Yeo Ngo Tee Chua Ah Lak

Number of Ordinary Shares of RM1 each At At 1.1.2009 Bought Sold 31.12.2009

direct interest deemed interest direct interest deemed interest direct interest deemed interest direct interest deemed interest direct interest deemed interest direct interest deemed interest

961,310 34,049,241 819,039 35,060,121 259,446 35,274,096 350,080 35,329,080 820,750 896,000 280,600 93,000

20,000 -

961,310 34,049,241 819,039 35,060,121 259,446 35,294,096 350,080 35,329,080 820,750 896,000 280,600 93,000

Subsidiary - Sukiwa Corporation Sdn. Bhd. Chua Ah Lak - direct interest Kok Kam Moi - deemed interest Chua Ngeun Lok - deemed interest Ma Huak Huang - deemed interest Chua Ngeun Seong - deemed interest

Number of Ordinary Shares of RM1 each At At 1.1.2009 Bought Sold 31.12.2009 300,000 3,686,000 3,686,000 3,686,000 3,686,000 767,000 767,000 767,000 767,000 300,000 4,453,000 4,453,000 4,453,000 4,453,000

By virtue of their interests in the shares of the Company, Kok Kam Moi, Chua Ngeun Lok, Ma Huak Huang and Chua Ngeun Seong are also deemed interested in the shares of the subsidiaries during the nancial year to the extent that UPA Corporation Bhd. has an interest. Directors benets Since the end of the previous nancial year, no Director of the Company has received nor become entitled to receive any benet (other than a benet included in the aggregate amount of emoluments received or due and receivable by Directors as shown in the nancial statements or the xed salaries of full time employees of related companies) by reason of a contract made by the Company or a related corporation with the Director or with a rm of which the Director is a member, or with a company in which the Director has a substantial nancial interest. There were no arrangements during and at the end of the nancial year which had the object of enabling Directors of the Company to acquire benets by means of the acquisition of shares in or debentures of the Company or any other body corporate. Issue of shares There were no changes in issued and paid-up capital of the Company during the nancial year.

Directors report
21

Share buy-back On 26 June 2009, the shareholders of the Company renewed their approval for the Company to buy-back its own shares. During the nancial year, the Company bought back from the open market, 396,000 of its issued ordinary shares of RM1.00 each (UPA Shares) listed on the Main Market of Bursa Securities at an average buy-back price of RM1.42 per ordinary share. The total consideration paid for the share buy-back of UPA Shares by the Company during the nancial year, including transaction costs, was RM562,542 and was nanced by internally generated funds. The UPA Shares bought back are held as treasury shares in accordance with Section 67A Sub-section 3(A) (b) of the Companies Act, 1965. None of the treasury shares held were resold or cancelled during the nancial year. As at 31 December 2009, the Company held 1,089,000 UPA Shares as treasury shares out of its total issued and paid-up share capital of 66,536,600 UPA Shares. Such treasury shares are held at a carrying amount of RM1,526,883. Further information is as disclosed in Note 14 to the nancial statements. Other statutory information Before the balance sheets and income statements of the Group and of the Company were made out, the Directors took reasonable steps to ascertain that: i) all known bad debts have been written off and adequate provision made for doubtful debts, and

ii) all current assets have been stated at the lower of cost and net realisable value. At the date of this report, the Directors are not aware of any circumstances: i) that would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in the Group and in the Company inadequate to any substantial extent, or

ii) that would render the value attributed to the current assets in the Group and in the Company nancial statements misleading, or iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate, or iv) not otherwise dealt with in this report or the nancial statements, that would render any amount stated in the nancial statements of the Group and of the Company misleading. At the date of this report, there does not exist: i) any charge on the assets of the Group or of the Company that has arisen since the end of the nancial year and which secures the liabilities of any other person, or

ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the nancial year. No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the nancial year which, in the opinion of the Directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due. In the opinion of the Directors, except for the gain in fair value of investment properties as disclosed in Note 19 to the nancial statements, the results of the operations of the Group and of the Company for the nancial year ended 31 December 2009 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that nancial year and the date of this report.

Directors report
22

Signicant event during the year The signicant event during the nancial year is as disclosed in Note 32 to the nancial statements. Events subsequent to balance sheet date The events subsequent to balance sheet date are as disclosed in Note 33 to the nancial statements. Auditors The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment.

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

Chua Ngeun Lok

Kok Kam Moi Kuala Lumpur, Date: 28 April 2010

Balance sheets
at 31 December 2009
23

Group Note Assets Property, plant and equipment Prepaid lease payments Investments in subsidiaries Investments in associates Investment properties Deferred tax assets Total non-current assets Other investments Inventories Receivables and deposits Current tax assets Cash and cash equivalents Asset classied as held for sale Total current assets Total assets Equity Share capital Reserves Retained earnings Total equity attributable to equity holders of the Company Minority interest Total equity Liabilities Borrowings Deferred tax liabilities Total non-current liabilities Provision Current tax liabilities Payables and accruals Borrowings Total current liabilities Total liabilities Total equity and liabilities 16 17 15 14 9 10 11 12 13 2009 RM000 44,495 20,610 8,011 13,897 571 87,584 934 41,751 42,589 1,712 40,508 719 128,213 215,797 2008 RM000 46,314 23,780 8,483 9,950 1,371 89,898 36,770 43,593 1,593 20,321 102,277 192,175

Company 2009 2008 RM000 RM000 48,540 4,716 53,256 934 20,843 143 3,655 490 26,065 79,321 46,239 5,765 52,004 24,292 91 7,087 31,470 83,474

3 4 5 6 7 8

66,537 2,328 89,017

66,537 2,933 80,477

66,537 2,370 7,611

66,537 2,933 12,962

157,882 263 158,145

149,947 1,599 151,546

76,518 76,518

82,432 82,432

15 8

8,075 7,543 15,618 168 2,422 11,599 27,845 42,034 57,652 215,797

11,255 8,027 19,282 168 2,767 8,141 10,271 21,347 40,629 192,175

2,803 2,803 2,803 79,321

1,042 1,042 1,042 83,474

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

Income statements
for the year ended 31 December 2009
24

Group Note 2009 RM000 119,075 18,928 460 (1,016) 18,372 247 18,619 (4,458) 14,161 2008 RM000 138,344 20,080 425 (1,605) 18,900 244 19,144 (4,685) 14,459

Company 2009 2008 RM000 RM000 508 (462) 147 (315) (315) (112) (427) 718 190 59 249 249 (157) 92

Revenue

18

Results from operating activities 18,19 Interest income Interest expense 21 Operating prot/(loss) Share of prot of equity accounted associates net of tax Prot/(Loss) before tax Tax expense Prot/(Loss) for the year Attributable to: Equity holders of the Company Minority interest Prot/(Loss) for the year Basic earnings per ordinary share (sen) 23

22

13,464 697 14,161 20.50

14,466 (7) 14,459 21.88

(427) (427)

92 92

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

Consolidated statement of changes in equity

for the year ended 31 December 2009
25

Reserves Non-distributable Distributable Share Share Translation Treasury Retained Sub- Minority capital premium reserve shares prots Total interest Total Note RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 At 1 January 2008 Prot for the year Dividends to shareholders 2007 nal 24 Acquisition of treasury shares Acquisition of minority interest 31 At 31 December 2008 At 1 January 2009 Foreign exchange translation differences Net losses recognised directly in equity Prot for the year Total recognised income and expense for the year Dividends to shareholders 2008 nal 24 Acquisition of treasury shares Acquisition of minority interest 31 Acquisition by minority interest At 31 December 2009 66,537 66,537 66,537 3,897 3,897 3,897 (42) (964) (964) (964) 70,885 141,319 14,466 14,466 (4,874) (4,874) (964) 1,632 142,951 (7) 14,459 (26) (4,874) (964) (26)

80,477 149,947 80,477 149,947 (42)

1,599 151,546 1,599 151,546 (42)

(42) -

13,464

(42) 13,464

697

(42) 14,161

66,537 Note 14.1

3,897

(42) (42)

(563) (1,527)

13,464 (4,924) -

13,422 (4,924) (563) -

697 (2,215) 182

14,119 (4,924) (563) (2,215) 182

89,017 157,882

263 158,145

Note 14.3 Note 14.4

Statement of changes in equity

for the year ended 31 December 2009
26

Note

Share capital RM000 66,537 66,537 66,537 Note 14.1

Non-distributable Distributable Share Treasury Retained premium shares earnings RM000 RM000 RM000 3,897 3,897 3,897 (964) (964) (563) (1,527) Note 14.3 17,744 92 (4,874) 12,962 (427) (4,924) 7,611 Note 14.4

Total RM000 88,178 92 (4,874) (964) 82,432 (427) (4,924) (563) 76,518

At 1 January 2008 Prot for the year Dividend - 2007 nal Acquisition of treasury shares At 31 December 2008/ 1 January 2009 Loss for the year Dividend - 2008 nal Acquisition of treasury shares At 31 December 2009

24

24

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

Cash ow statements
for the year ended 31 December 2009
27

Note

Group 2009 2008 RM000 RM000

Company 2009 2008 RM000 RM000

Cash ows from operating activities Prot/(Loss) before tax Adjustments for: Amortisation of prepaid lease payments Depreciation Dividend income Gain on disposal of property, plant and equipment Gain on disposal of prepaid lease payments Gain in fair value of investment properties Impairment losses in investment in associate Interest expense Interest income Share of prot of associates Unrealised foreign exchange loss/(gain) Write-down of inventories Write-down of other investments Operating prot before working capital changes Changes in working capital: Inventories Receivables and deposits Payables and accruals Cash generated from operations Interest received Tax paid Net cash generated from operating activities Cash ows from investing activities Acquisition of minority interest Acquisition by minority interest Acquisition of other investments Dividends received from other investments Increase in investment in subsidiary Proceeds from disposal of property, plant and equipment Proceeds from disposal of prepaid lease payments Purchase/Addition of property, plant and equipment Net cash used in investing activities

18,619 381 6,148 (13) (14) (976) (3,947) 1,016 (460) (247) 51 1,461 71

19,144 357 6,223 (168) 1,605 (425) (244) (190) 936 -

(315) (13) 559 (147) 71

249 (59) -

22,090 (6,442) 997 3,458 20,103 460 (4,606) 15,957

27,238 6,485 (628) (2,963) 30,132 425 (4,689) 25,868

155 3,449 1,761 5,365 147 (164) 5,348

190 10,811 685 11,686 59 (180) 11,565

(2,301) 182 (1,005) 13 100 3,765 (ii) (4,415) (3,661)

(26) 341 (6,848) (6,533)

(1,005) 13 (2,301) (3,293)

(26) (26)

Cash ow statements
for the year ended 31 December 2009 (continued)
28

Note

Group 2009 2008 RM000 RM000

Company 2009 2008 RM000 RM000

Cash ows from nancing activities Acquisition of treasury shares Dividends paid to shareholders Interest paid Payment of nance lease liabilities Repayment of term loans Repayment of other borrowings Proceeds from term loans Proceeds from other borrowings Net cash generated from/(used in) nancing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at 1 January Cash and cash equivalents at 31 December (i) Cash and cash equivalents (i)

(563) (4,924) (1,016) (154) (2,769) 17,317

(964) (4,874) (1,605) (218) (2,591) (9,960) 2,125 -

(563) (4,924) -

(964) (4,874) -

7,891

(18,087)

(5,487)

(5,838)

20,187 20,321 40,508

1,248 19,073 20,321

(3,432) 7,087 3,655

5,701 1,386 7,087

Cash and cash equivalents included in the cash ow statements comprise the following balance sheet amounts: Group 2009 2008 RM000 RM000 Cash and bank balances Deposits with licensed banks 23,508 17,000 40,508 (ii) Purchase/Addition of property, plant and equipment During the year, the Group acquired property, plant and equipment with an aggregate cost of RM4,415,000 (2008 - RM6,977,000), of which nil (2008 - RM246,000) were acquired by means of nance leases. In 2008, included in the purchase of property, plant and equipment during the nancial year is an amount of RM117,000 being the transfer and capitalisation of an inventory to plant and machinery. 8,021 12,300 20,321 Company 2009 2008 RM000 RM000 3,655 3,655 87 7,000 7,087

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

Notes to the nancial statements

29

UPA Corporation Bhd. is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Market of Bursa Malaysia Securities Berhad. The addresses of its registered ofce and principal place of business are as follows: Registered ofce 53A, Jalan SS21/1A, Damansara Utama 47400 Petaling Jaya Selangor Darul Ehsan Principal place of business Lot 8228, 6.5 Miles Jalan Kuchai Lama 58200 Kuala Lumpur The consolidated nancial statements of the Group as at and for the year ended 31 December 2009 comprise the Company and its subsidiaries (together referred to as the Group) and the Groups interest in associates. The nancial statements of the Company as at and for the year ended 31 December 2009 do not include other entities. The Company is principally engaged in investment holding and provision of management services, whilst the principal activities of the subsidiaries are as stated in Note 30 to the nancial statements. The ultimate holding company during the nancial year is UPA Holdings Sdn. Bhd., a company incorporated in Malaysia. The nancial statements were approved by the Board of Directors on 28 April 2010. 1. Basis of preparation (a) Statement of compliance These nancial statements have been prepared in accordance with Financial Reporting Standards (FRS), accounting principles generally accepted and the Companies Act, 1965 in Malaysia. These nancial statements also comply with the applicable disclosure provisions of the Listing Requirements of the Bursa Malaysia Securities Berhad. The Group and the Company has not applied the following accounting standards, amendments and interpretations that have been issued by the Malaysian Accounting Standards Board (MASB) but are not yet effective for the Group and the Company: FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 July 2009 FRS 8, Operating Segments FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2010 FRS 4, Insurance Contracts FRS 7, Financial Instruments: Disclosures FRS 101, Presentation of Financial Statements (revised) FRS 123, Borrowing Costs (revised) FRS 139, Financial Instruments: Recognition and Measurement Amendments to FRS 1, First-time Adoption of Financial Reporting Standards Amendments to FRS 2, Share-based Payment: Vesting Conditions and Cancellations Amendments to FRS 7, Financial Instruments: Disclosures Amendments to FRS 101, Presentation of Financial Statements Puttable Financial Instruments and Obligations Arising on Liquidation Amendments to FRS 127, Consolidated and Separate Financial Statements: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate Amendments to FRS 132, Financial Instruments: Presentation - Puttable Financial Instruments and Obligations Arising on Liquidation - Separation of Compound Instruments Amendments to FRS 139, Financial Instruments: Recognition and Measurement - Reclassication of Financial Assets - Collective Assessment of Impairment for Banking Institutions Improvements to FRSs (2009) IC Interpretation 9, Reassessment of Embedded Derivatives IC Interpretation 10, Interim Financial Reporting and Impairment IC Interpretation 11, FRS 2 Group and Treasury Share Transactions

Notes to the nancial statements

30

IC Interpretation 13, Customer Loyalty Programmes IC Interpretation 14, FRS 119 The Limit on a Dened Benet Asset, Minimum Funding Requirements and Their Interaction FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 March 2010 Amendments to FRS 132, Financial Instruments: Presentation Classication of Rights Issues FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 July 2010 FRS 1, First-time Adoption of Financial Reporting Standards (revised) FRS 3, Business Combinations (revised) FRS 127, Consolidated and Separate Financial Statements (revised) Amendments to FRS 2, Share-based Payment Amendments to FRS 5, Non-current Assets Held for Sale and Discontinued Operations Amendments to FRS 138, Intangible Assets IC Interpretation 12, Service Concession Agreements IC Interpretation 15, Agreements for the Construction of Real Estate IC Interpretation 16, Hedges of a Net Investment in a Foreign Operation IC Interpretation 17, Distribution of Non-cash Assets to Owners Amendments to IC Interpretation 9, Reassessment of Embedded Derivatives FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2011 Amendments to FRS 1 (revised), First-time Adoption of Financial Reporting Standards Limited Exemption from Comparative FRS 7 Disclosures for First-time Adopters Amendments to FRS 7, Financial Instruments: Disclosures Improving Disclosures about Financial Instruments The Group and the Company plans to apply the abovementioned standards, amendments and interpretations: from the annual period beginning 1 January 2010 for those standards, amendments or interpretations that will be effective for annual periods beginning on or after 1 July 2009 and 1 January 2010, except for FRS 4, Amendments to FRS 1, Amendments to FRS 2, IC Interpretation 11, IC Interpretation 13 and IC Interpretation 14, which are not applicable to the Group and the Company; and from the annual period beginning 1 January 2011 for those standards, amendments or interpretations that will be effective for annual periods beginning on or after 1 March 2010, 1 July 2010 and 1 January 2011, except for FRS 1 (revised), Amendments to FRS 2, IC Interpretation 12, IC Interpretation 15, IC Interpretation 16, and Amendments to FRS 1 (revised), which are not applicable to the Group and the Company.

The initial application of a standard, an amendment or an interpretation, which will be applied prospectively, is not expected to have any nancial impacts to the current and prior periods nancial statements upon their rst adoption. The impacts and disclosures as required by FRS 108.30(b), Accounting Policies, Changes in Accounting Estimates and Errors, in respect of applying FRS 7 and FRS 139 are not disclosed by virtue of the exemptions given in these respective FRSs. The initial applications of the other standards, amendments and interpretations are not expected to have any material impact on the nancial statements of the Group and of the Company. Material impacts of initial application of a standard, an amendment or an interpretation, which will be applied retrospectively, are disclosed below: (i) FRS 8, Operating Segments FRS 8 replaces FRS 114 2004, Segment Reporting and requires the identication and reporting of operating segments based on internal reports that are regularly reviewed by the chief operating decision maker of the Group in order to allocate resources to the segment and to assess its performance. Currently, the Group presents segment information in respect of its business and geographical segments (see Note 25). The adoption of FRS 8 will not have any signicant impact on the nancial statements of the Group other than expanded disclosures requirements.

Notes to the nancial statements

31

(ii) Improvements to FRSs (2009) Improvements to FRSs (2009) contain various amendments that result in accounting changes for presentation, recognition or measurement and disclosure purposes. Amendment that has material impact is: FRS 117, Leases The amendments clarify the classication of lease of land and require entities with existing leases of land and buildings to reassess the classication of land as nance or operating lease. Leasehold land which in substance is a nance lease will be reclassied to property, plant and equipment. The adoption of these amendments will result in a change in accounting policy which will be applied retrospectively in accordance with the transitional provisions. The Directors are assessing the impact of the amendments and expect that this change in accounting policy will result in reclassication of lease of land amounting to RM20,610,000 (2008 - RM23,780,000) as at 31 December 2009 from prepaid lease payments to property, plant and equipment. (b) Basis of measurement The nancial statements have been prepared on the historical cost basis except for investment properties as explained in its accounting policy note. (c) Functional and presentation currency These nancial statements are presented in Ringgit Malaysia (RM), which is also the Companys functional currency. All nancial information presented in RM has been rounded to the nearest thousand, unless otherwise stated. (d) Use of estimates and judgements The preparation of nancial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. There are no signicant areas of estimation uncertainty and critical judgements in applying accounting policies that have signicant effect on the amounts recognised in the nancial statements other than those disclosed in Note 7, valuation of investment properties. 2. Signicant accounting policies The accounting policies set out below have been applied consistently to the periods presented in these nancial statements, and have been applied consistently by Group entities. (a) Basis of consolidation (i) Subsidiaries Subsidiaries are entities controlled by the Group. Control exists when the Group has the ability to exercise its power to govern the nancial and operating policies of an entity so as to obtain benets from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account. Subsidiaries are consolidated using the purchase method of accounting. Under the purchase method of accounting, the nancial statements of subsidiaries are included in the consolidated nancial statements from the date that control commences until the date that control ceases. Investments in subsidiaries are stated in the Companys balance sheet at cost less any impairment losses. (ii) Associates Associates are entities in which the Group has signicant inuence, but not control, over the nancial and operating policies.

Notes to the nancial statements

32

Associates are accounted for in the consolidated nancial statements using the equity method. The consolidated nancial statements include the Groups share of the prot or loss of the equity accounted associates, after adjustments, if any, to align the accounting policies with those of the Group, from the date that signicant inuence commences until the date that signicant inuence ceases. When the Groups share of losses exceeds its interest in an equity accounted associate, the carrying amount of that interest (including any long-term investments) is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee. Investments in associates are stated in the Companys balance sheet at cost less any impairment losses. (iii) Changes in Group composition Where a subsidiary issues new equity shares to minority interests for cash consideration and the issue price has been established at fair value, the reduction in the Groups interests in the subsidiary is accounted for as a disposal of equity interest with the corresponding gain or loss recognised in the income statements. When a group purchases a subsidiarys equity shares from minority interests for cash consideration and the purchase price has been established at fair value, the accretion of the Groups interests in the subsidiary is accounted for as a purchase of equity interest for which the acquisition method of accounting is applied. The Group treats all other changes in group composition as equity transactions between the Group and its minority shareholders. Any difference between the Groups share of net assets before and after the change, and any consideration received or paid, is adjusted to or against Group reserves. (iv) Minority interest Minority interest at the balance sheet date, being the portion of the net identiable assets of subsidiaries attributable to equity interests that are not owned by the Company, whether directly or indirectly through subsidiaries, are presented in the consolidated balance sheet and statement of changes in equity within equity, separately from equity attributable to the equity holders of the Company. Minority interest in the results of the Group are presented on the face of the consolidated income statements as an allocation of the total prot or loss for the year between minority interest and the equity holders of the Company. Where losses applicable to the minority exceed the minoritys interest in the equity of a subsidiary, the excess, and any further losses applicable to the minority, are charged against the Groups interest except to the extent that the minority has a binding obligation to, and is able to, make additional investment to cover the losses. If the subsidiary subsequently reports prots, the Groups interest is allocated with all such prots until the minoritys share of losses previously absorbed by the Group has been recovered. (v) Transactions eliminated on consolidation Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated nancial statements. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Groups interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. (b) Foreign currency (i) Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currencies are translated at exchange rates at the dates of the transactions except for those that are measured at fair value, which are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on retranslation are recognised in the income statements.

Notes to the nancial statements

33

(c) Derivative nancial instruments The Group holds derivative nancial instruments to hedge its foreign currency risk exposures. Forward foreign exchange contracts are accounted for on an equivalent basis as the underlying assets, liabilities or net positions. Any prot or loss arising is recognised on the same basis as that arising from the related assets, liabilities or net positions. (d) Property, plant and equipment (i) Recognition and measurement Items of property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Cost includes expenditures that are directly attributable to the acquisition of the asset and any other costs directly attributable to bringing the asset to the working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. The cost of self-constructed assets also includes the cost of materials and direct labour. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. When signicant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within other income or other operating expenses respectively in the income statements. (ii) Subsequent costs The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benets embodied within the part will ow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in the income statements as incurred. (iii) Depreciation Depreciation is recognised in the income statements on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives. Freehold land is not depreciated. Property, plant and equipment under construction are not depreciated until the assets are ready for their intended use. The estimated useful lives for the current and comparative periods are as follows: Buildings Apartment Factory buildings Motor vehicles Plant and machinery Renovation, furniture and ttings Ofce and factory equipment 50 years 50 years 50 years 5 years 10 years 20 years 10 years

Depreciation methods, useful lives and residual values are reassessed at the balance sheet date. (e) Leased assets (i) Finance lease Leases in terms of which the Group or the Company assume substantially all the risks and rewards of ownership are classied as nance leases. Upon initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

Notes to the nancial statements

34

Minimum lease payments made under nance leases are apportioned between the nance expense and the reduction of the outstanding liability. The nance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is conrmed. (ii) Operating lease Leases, where the Group does not assume substantially all the risks and rewards of the ownership are classied as operating leases, and the leased assets are not recognised on the Groups balance sheet. Leasehold land that normally has an indenite economic life and title is not expected to pass to the lessee by the end of the lease term is treated as an operating lease. The payment made on entering into or acquiring a leasehold land is accounted for as prepaid lease payments. Payments made under operating leases are recognised in the income statements on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease. (f) Investment properties (i) Investment properties carried at fair value Investment properties are properties which are owned to earn rental income or for capital appreciation or for both. These include land held for a currently undetermined future use. Properties that are occupied by the companies in the Group are accounted for as owner-occupied rather than as investment properties. Investment properties are measured initially at cost and subsequently at fair value with any change therein recognised in the income statements. (ii) Reclassication to/from investment property When an item of property, plant and equipment is transferred to investment property following a change in its use, any difference arising at the date of transfer between the carrying amount of the item immediately prior to transfer and its fair value is recognised directly in equity as a revaluation of property, plant and equipment. However, if a fair value gain reverses a previous impairment loss, the gain is recognised in prot or loss. Upon disposal of an investment property, any surplus previously recorded in equity is transferred to retained earnings; the transfer is not made through prot or loss. When the use of a property changes such that it is reclassied as property, plant and equipment or inventories, its fair value at the date of reclassication becomes its deemed cost for subsequent accounting. (iii) Determination of fair value The Directors estimate the fair values of the Groups investment properties without involvement of independent valuers for four years. An external, independent valuation rm, having appropriate recognised professional qualications and recent experience in the location and category of property being valued, values the Groups investment property portfolio on every fth year. The fair values are based on market values, being the estimated amount for which a property could be exchanged on the date of the valuation between a willing buyer and a willing seller in an arms length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. In the absence of current prices in an active market, the valuations are prepared by considering the aggregate of the estimated cash ows expected to be received from renting out the property. A yield that reects the specic risks inherent in the net cash ows then is applied to the net annual cash ows to arrive at the property valuation. Valuations reect the remaining economic life of the property. When rent reviews or lease renewals are pending with anticipated reversionary increases, it is assumed that all notices and where appropriate counter-notices have been served validly and within the appropriate time.

Notes to the nancial statements

35

(g) Investments in equity securities Investments in equity securities are recognised initially at fair value plus attributable transaction costs. Subsequent to initial recognition: investments in non-current equity securities other than investments in subsidiaries and associates are stated cost less diminution in value. all current investments are carried at the lower of cost and market value, determined on an individual investment basis by category of investments. Where in the opinion of the Directors, there is a decline other than temporary in the value of non-current securities other than investments in subsidiaries and associates, the allowance for diminution in value is recognised as an expense in the nancial year in which the decline is identied. On disposal of an investment, the difference between net disposal proceeds and its carrying amount is recognised in the income statements. All investments in equity securities are accounted for using settlement date accounting. Settlement date accounting refers to: a) the recognition of an asset on the day it is received by the entity, and b) the derecognition on an asset and recognition of any gain or loss on disposal on the date it is delivered. (h) Inventories Inventories comprise raw materials, work-in-progress, manufactured inventories, printing and other machines held for trading which are measured at the lower of cost and net realisable value. The cost of raw materials, work-in-progress and manufactured inventories is based on the rst-in rst-out principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of work-in-progress and manufactured inventories, cost includes an appropriate share of production overheads based on normal operating capacity. In the case of printing and other machines held for trading, cost consists of the actual value paid for each individual inventory and is determined on a specic identication basis. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. (i) Receivables Receivables are initially recognised at their cost when the contractual right to receive cash or another nancial asset from another entity is established. Subsequent to initial recognition, receivables are stated at cost less allowance for doubtful debts. Receivables are not held for the purpose of trading. (j) Non-current assets held for sale Non-current assets (or disposal groups comprising assets and liabilities) that are expected to be recovered primarily through sale rather than through continuing use are classied as held for sale. Immediately before classication as held for sale, the assets (or components of a disposal group) are remeasured in accordance with the Groups accounting policies. Thereafter generally the assets (or disposal group) are measured at the lower of their carrying amount and fair value less cost of sell. Any impairment loss on a disposal group rst is allocated to goodwill, and then to the remaining assets and liabilities on pro rata basis, except that no loss is allocated to inventories, nancial assets, deferred tax assets and investment property, which continue to be measured in accordance with the Groups accounting policies. Impairment losses on initial classication as held for sale and subsequent gains or losses on remeasurement are recognised in the income statements. Gains are not recognised in excess of any cumulative impairment loss. (k) Cash and cash equivalents Cash and cash equivalents consist of cash on hand, balances and deposits with banks. For the purpose of the cash ow statement, cash and cash equivalents are presented net of bank overdrafts.

Notes to the nancial statements

36

(l) Impairment of assets The carrying amounts of assets, except for investment properties, inventories, deferred tax assets and nancial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the assets recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash ows are discounted to their present value using a pre-tax discount rate that reects current market assessments of the time value of money and the risks specic to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inows from continuing use that are largely independent of the cash inows of other assets or groups of assets (the cash-generating unit). An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount unless the asset is carried at a revalued amount, in which case the impairment loss is recognised directly against any revaluation surplus for the asset to the extent that the impairment loss does not exceed the amount in the revaluation surplus for that same asset. Impairment losses are recognised in the income statements. Impairment losses recognised in respect of cash-generating units are allocated rst to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (groups of units) on a pro rata basis. Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Reversals of impairment losses are credited to the income statements in the year in which the reversals are recognised, unless it reverses an impairment loss on a revalued asset, in which case it is credited directly to revaluation surplus. Where an impairment loss on the same revalued asset was previously recognised in the income statements, a reversal of that impairment loss is also recognised in the income statements. (m) Equity instruments All equity instruments are stated at cost on initial recognition and are not re-measured subsequently. (i) Repurchase of share capital When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs, is recognised as a deduction from equity and is not re-valued for subsequent changes in the fair value or market price of shares. Repurchased shares are classied as treasury shares and are presented as a deduction from total equity. Where treasury shares are distributed as share dividends, the cost of the treasury shares is applied in the reduction of the share premium account or distributable reserves, or both. Where treasury shares are reissued by re-sale in the open market, the difference between the sales consideration net of directly attributable costs and the carrying amount of the treasury shares is recognised in equity. (n) Loans and borrowings Loans and borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income statements over the period of the loans and borrowings using the effective interest method. (o) Employee benets (i) Short-term employee benets Short-term employee benet obligations in respect of salaries, annual bonuses, paid annual leave and sick leave are measured on an undiscounted basis and are expensed as the related service is provided. A provision is recognised for the amount expected to be paid under short-term cash bonus or protsharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Notes to the nancial statements

37

The Groups contribution to the statutory pension funds are charged to the income statements in the year to which they relate. Once the contributions have been paid, the Group has no further payment obligations. (p) Provisions A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outow of economic benets will be required to settle the obligation. Provisions are determined by discounting the expected future cash ows at a pre-tax rate that reects current market assessments of the time value of money and the risks specic to the liability. (i) Warranties A provision for warranties is recognised when the underlying products or services are sold. The provision is based on historical warranty data and a weighting of all possible outcomes against their associated probabilities. (q) Contingent liabilities Where it is not probable that an outow of economic benets will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outow of economic benets is remote. Possible obligations, whose existence will only be conrmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outow of economic benets is remote. Where the Company enters into nancial guarantee contracts to guarantee the indebtedness of other companies within its group, the Company considers these to be insurance arrangements, and accounts for them as such. In this respect, the Company treats the guarantee contract as a contingent liability until such time as it becomes probable that the Company will be required to make a payment under the guarantee. (r) Payables Payables are measured initially and subsequently at cost. Payables are recognised when there is a contractual obligation to deliver cash or another nancial asset to another entity. (s) Revenue recognition (i) Goods sold Revenue from the sale of goods is measured at fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. Revenue is recognised when the signicant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods. (ii) Services Revenue from services rendered is recognised in the income statements in proportion to the stage of completion of the transaction at the balance sheet date. The stage of completion is assessed by reference to services performed to date as a percentage of total services to be performed. (iii) Commission When the Group acts in the capacity of an agent rather than as the principal in a transaction, the revenue recognised is the net amount of commission made by the Group. (iv) Rental income Rental income from investment property is recognised in the income statements on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease. (v) Dividend income Dividend income is recognised when the right to receive payment is established.

Notes to the nancial statements

38

(t) Interest income and borrowing costs Interest income is recognised as it accrues, using the effective interest method. All borrowing costs are recognised in the income statements using the effective interest method, in the period in which they are incurred. (u) Tax expense Tax expense comprises current and deferred tax. Tax expense is recognised in the income statements except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable prot (tax loss). Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax liability is recognised for all taxable temporary differences. A deferred tax asset is recognised to the extent that it is probable that future taxable prots will be available against which temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benet will be realised. (v) Earnings per share The Group presents basic and diluted earnings per ordinary share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the prot or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the prot or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options granted to employees. (w) 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.

3. Property, plant and equipment

Group Apartment RM000 Total RM000

Ofce buildings RM000

Factory buildings RM000

Motor vehicles RM000

Plant and machinery RM000

Renovation, furniture Ofce and Building and factory under ttings equipment construction RM000 RM000 RM000

Cost

At 1 January 2008 40 (296) (438) 117 (109) 68 3,991 389 2,389 29 139

6,354

85

13,981

2,856

54,728

1,146

3,797

68 (68) -

83,015 6,977 117 (843)

Additions

Transfer

Transfer from inventories

Disposals

At 31 December 2008/ 6,394 (215) 157 3,918 85 18,040 2,949 56,796 1,175 173 3,827 167 89,266 4,415 (215)

1 January 2009

Additions

Disposal

Notes to the nancial statements

At 31 December 2009

6,394

85

18,197

2,949

60,499

1,348

3,994

93,466

39

40

3. Property, plant and equipment (continued)

Group Apartment RM000 Total RM000

Ofce buildings RM000

Factory buildings RM000

Motor vehicles RM000

Plant and machinery RM000

Renovation, furniture Ofce and Building and factory under ttings equipment construction RM000 RM000 RM000

Depreciation

At 1 January 2008 326 583 109 (129) 2 425 334 4,878 71 25 4,293 2,128 32,952 593 (296) (300) (74) 2,378 329 2 488 360 4,655 65 327

257

23

3,805

2,064

28,597

528

2,125

37,399 6,223 (670) 42,952 6,148 (129)

Depreciation for the year

Disposals

At 31 December 2008/1 January 2009

Depreciation for the year

Notes to the nancial statements

Disposal

At 31 December 2009

692

27

4,718

2,462

37,701

664

2,707

48,971

Carrying amounts

At 1 January 2008

6,097

62

10,176

792

26,131

618

1,672

68

45,616

At 31 December 2008/ 5,811 60 13,747 821 23,844 582 1,449 46,314

1 January 2009

At 31 December 2009

5,702

58

13,479

487

22,798

684

1,287

44,495

Notes to the nancial statements

41

3. Property, plant and equipment (continued) Security Certain property, plant and equipment of the Group with a carrying amount of RM8,768,012 (2008 RM9,530,656) have been charged to licensed banks for credit facilities granted to subsidiaries as set out in Note 15. Assets under nance lease Included in property, plant and equipment of the Group are assets acquired under nance lease agreements with net book value as follows: Group 2009 2008 RM000 RM000 Motor vehicles 4. Prepaid lease payments Prepaid lease payments comprise of leasehold land with an unexpired period of more than 50 years. Group RM000 Cost At 1 January 2008/31 December 2008/1 January 2009 Disposal At 31 December 2009 Amortisation At 1 January 2008 Amortisation for the year At 31 December 2008/1 January 2009 Amortisation for the year Disposal At 31 December 2009 Carrying amounts At 1 January 2008 At 31 December 2008/1 January 2009 At 31 December 2009 Security Certain leasehold land of the Group with a carrying amount of RM13,357,000 (2008 - RM16,402,000) in subsidiaries have been charged to licensed banks for credit facilities granted to the subsidiaries as set out in Note 15. 24,137 23,780 20,610 25,801 (2,894) 22,907 1,664 357 2,021 381 (105) 2,297 371 606

Notes to the nancial statements

42

5. Investments in subsidiaries Company 2009 2008 RM000 RM000 Unquoted shares, at cost Details of the subsidiaries are shown in Note 30. 6. Investments in associates Group 2009 2008 RM000 RM000 Unquoted shares, at cost Less: Impairment loss Share of post-acquisition reserves Transfer to asset held for sale 7,507 (80) 7,427 1,303 (719) 8,011 7,507 (80) 7,427 1,056 8,483 Company 2009 2008 RM000 RM000 5,765 (559) 5,206 (490) 4,716 5,765 5,765 5,765 48,540 46,239

The Group has not recognised its share of the losses relating to Web-Tech Colors Co. Ltd., attributable to the loss for the year of RM1,856,000 (2008 - RM1,219,000) since the Groups investment in Web-Tech Colors Co. Ltd. has been fully written down and the Group has no obligation in respect of these losses. Summary nancial information on associates: Country of Effective incorporation ownership interest % 2009 Sharp Litho Sdn. Bhd.* # Malaysia 49.0 Acta UPA Sdn. Bhd.* # Malaysia 49.0 The Malaya Press Sdn. Bhd.* ^ Malaysia 35.5 Trinity Ventures Sdn. Bhd.* Malaysia 35.0 Web-Tech Colors Co. Ltd. @ China 49.0 2008 Sharp Litho Sdn. Bhd.* # Acta UPA Sdn. Bhd.* @ The Malaya Press Sdn. Bhd.* ^ Trinity Ventures Sdn. Bhd.* Web-Tech Colors Co. Ltd. @ Malaysia Malaysia Malaysia Malaysia China 49.0 49.0 35.5 35.0 49.0 Prot/ (Loss) (100%) RM000 840 7,885 9,428 840 7,763 (21) (1) 514 214 (1,856) (8) 506 194 (1,219) Total assets (100%) RM000 1,689 113 13,154 10,101 8,281 2,474 116 15,771 10,120 9,502 Total liabilities (100%) RM000 (331) (2) (910) (8,069) (10,542) (405) (4) (4,040) (8,178) (9,912)

Revenue (100%) RM000

* These associates were held directly by the Company. # Equity accounted based on unaudited management accounts for the year ended 31 December 2009 (2008 - 31 December 2008). @ Equity accounted based on audited accounts for the year ended 31 December 2009 (2008 - 31 December 2008). ^ Equity accounted based on audited accounts for the year ended 31 March 2009/8 and 9 months unaudited management accounts for the period ended 31 December 2009/8. Equity accounted based on audited accounts for the year ended 30 September 2009/8 and 3 months unaudited management accounts for the period ended 30 December 2009/8.

Notes to the nancial statements

43

7. Investment properties Group 2009 2008 RM000 RM000 Freehold land At 1 January Gain in fair value At 31 December Revaluation The freehold land of the Group are stated at fair value based on Directors valuation which in turn was based on professional valuation made by independent professional qualied valuer using an open market basis conducted in the current year. There are two pieces of freehold land held by two subsidiaries respectively. Professional valuation was performed on one piece of freehold land held by a subsidiary whilst the fair value of the other subsidiarys piece of freehold land was assessed by the Directors using the indicative valuation derived from the valuation report made by the independent professional qualied valuer on the freehold land of the rst subsidiary as both pieces of land have similar usage and are adjacent to each other. Had the freehold land of the Group been carried under the cost model, the carrying amount that would have been included in the nancial statements at the end of the year is RM4,873,720 (2008 - RM4,873,720). The following are recognised in the income statements in respect of investment properties: Group 2009 2008 RM000 RM000 Direct operating expenses Non-income generating investment properties Security The freehold land have been charged to licensed banks for credit facilities granted to certain subsidiaries as set out in Note 15. 8. Deferred taxation Recognised deferred tax assets and liabilities Deferred tax assets and liabilities are attributable to the following: Assets 2009 2008 RM000 RM000 (182) 753 571 1,371 1,371 Liabilities 2009 2008 RM000 RM000 (4,821) (2,722) (7,543) (5,299) (2,728) (8,027) Net 2009 RM000 (5,003) 753 (2,722) (6,972) 2008 RM000 (5,299) 1,371 (2,728) (6,656) 6 6 9,950 3,947 13,897 9,950 9,950

Group Property, plant and equipment Allowances Fair value adjustment in business combination # Net tax assets/(liabilities)

Notes to the nancial statements

44

8. Deferred taxation (continued) Movement in temporary differences during the year At 1.1.2008 RM000 (5,049) 849 (2,735) (6,935) Recognised Recognised in income in income statements At statements At (Note 22) 31.12.2008 (Note 22) 31.12.2009 RM000 RM000 RM000 RM000 (250) 522 7 279 (5,299) 1,371 (2,728) (6,656) 296 (618) 6 (316) (5,003) 753 (2,722) (6,972)

Group Property, plant and equipment Allowances Fair value adjustment in business combination #

# Relates to deferred taxation on restructuring of the UPA Group pursuant to its Restructuring and Listing Scheme in 1996. 9. Other investments Group and Company 2009 2008 RM000 RM000 Quoted shares - In Malaysia - Outside Malaysia Market values: Quoted shares 10. Inventories Group 2009 2008 RM000 RM000 Raw materials Work-in-progress Manufactured inventories Printing and other machines held for trading 15,836 660 6,357 18,898 41,751 11,786 613 5,891 18,480 36,770 402 532 934 934 -

Notes to the nancial statements

45

11. Receivables and deposits Note Trade receivables Less: Allowance for doubtful debts Subsidiaries - non-trade Associates - trade - non-trade Other receivables Deposits Prepayments 11.1 11.2 11.3 11.4 11.4 11.5 Group 2009 2008 RM000 RM000 40,621 (1,837) 38,784 1,685 1,633 377 110 42,589 11.1 Trade receivables Trade receivables denominated in foreign currencies are as follows: Group 2009 2008 RM000 RM000 U.S. Dollar Euro Great Britain Pound Japanese Yen Singapore Dollar Thai Baht Australian Dollar 6,003 19 388 1,721 3 8,134 11.2 Allowance for doubtful debts Bad debts written off against allowance for doubtful debts of the Group amounted to RM551,386 (2008 - RM353,000). 11.3 Subsidiaries The amounts due from subsidiaries are unsecured, interest free and repayable on demand. 11.4 Associates The amounts due from associates are unsecured, interest free and repayable on demand. Trade balance of RM1,685,000 (2008 - RM2,710,000) due from an associate is denominated in U.S. Dollar. The balances is net of allowance for doubtful debts of RM4,000,000 (2008 - RM2,000,000) and net of discount given for machine sales of RM1,200,000 in 2008. 11.5 Deposits The deposits are net of allowance for doubtful debts of RM70,000 (2008 - RM70,000). 3,146 147 648 24 2,521 31 6,517 39,418 (2,104) 37,314 2,710 2,585 340 565 79 43,593 Company 2009 2008 RM000 RM000 20,843 20,843 24,292 24,292

Notes to the nancial statements

46

12. Cash and cash equivalents Group 2009 2008 RM000 RM000 Cash and bank balances Deposits with licensed banks 23,508 17,000 40,508 13. Asset classied as held for sale As at 31 December 2009, the investment in an associate, Trinity Ventures Sdn. Bhd. with carrying amounts of RM719,000 and RM490,000 in the Groups and Companys nancial statements respectively, are presented as an asset held for sale following the proposed disposal of the entire 35% equity interest in the associate. A deposit of RM2,218,000 (2008 - RM518,000) (see Note 17.3) has been received from the potential buyer and the Group expects to complete the disposal within the next twelve months from the balance sheet date. The proposed disposal was subsequently completed after the balance sheet date (see Note 33.3). 14. Share capital and reserves 14.1 Share capital Group and Company 2009 2008 Number Amount Number Amount of shares RM000 of shares RM000 Ordinary shares of RM1.00 each Authorised: At 1 January/31 December Issued and fully paid: At 1 January/31 December 14.2 Translation reserve The translation reserve comprises foreign currency differences arising from the translation of the nancial statements of a foreign operation. 14.3 Treasury shares On 26 June 2009, the shareholders of the Company renewed their approval for the Company to buyback its own shares. During the nancial year, the Company bought back from the open market, 396,000 of its issued ordinary shares of RM1.00 each (UPA Shares) listed on the Main Market of Bursa Securities at an average buy-back price of RM1.42 per ordinary share. The total consideration paid for the share buy-back of UPA Shares by the Company during the nancial year, including transaction costs, was RM562,542 and was nanced by internally generated funds. The UPA Shares bought back are held as treasury shares in accordance with Section 67A Sub-section 3(A)(b) of the Companies Act, 1965. As at 31 December 2009, the Company held 1,089,000 UPA Shares as treasury shares out of its total issued and paid-up share capital. As at 31 December 2009, the number of outstanding shares in issued and paid-up is therefore 65,447,600 ordinary shares of RM1.00 each. None of the treasury shares held were resold or cancelled during the nancial year. While the shares are held as treasury shares, the rights attached to them as voting, dividends and participation in other distribution and otherwise are suspended. 8,021 12,300 20,321 Company 2009 2008 RM000 RM000 3,655 3,655 87 7,000 7,087

100,000,000 66,536,600

100,000 100,000,000 66,537 66,536,600

100,000 66,537

Notes to the nancial statements

47

14.4

Section 108 tax credit Subject to agreement by the Inland Revenue Board, the Company has sufcient Section 108 tax credit and tax exempt income to fully frank its retained earnings at 31 December 2009 if paid out as dividends. The Finance Act 2007 introduced a single tier company income tax system with effect from year of assessment 2008. As such, the Section 108 tax credit as at 31 December 2008 will be available to the Company until such time the credit is fully utilised or upon expiry of the six-year transitional period on 31 December 2013, whichever is earlier.

15. Borrowings Group 2009 2008 RM000 RM000 Current Trust receipts Finance lease liabilities - secured Fixed rate term loans - secured 24,670 111 3,064 27,845 Non-current Finance lease liabilities - secured Fixed rate term loans - secured 192 7,883 8,075 35,920 Trust receipts denominated in foreign currencies are as follows: Group 2009 2008 RM000 RM000 U.S. Dollar Japanese Yen Euro 14,052 7,148 2,928 24,128 15.1 Security The term loans are secured by way of legal charges over: (i) certain property, plant and equipment (see Note 3); (ii) certain leasehold land classied as prepaid lease payments (see Note 4); and (iii) the freehold land classied as investment properties (see Note 7). 6,981 359 7,340 7,353 151 2,767 10,271 306 10,949 11,255 21,526

Notes to the nancial statements

48

15.2

Terms and debt repayment schedule Carrying Group Year of amount 2009 maturity RM000 Trust receipts 2010 Finance lease liabilities 2009-2013 Fixed rate term loans 2011-2013 24,670 303 10,947 35,920 2008 Trust receipts 2009 Finance lease liabilities 2009 - 2013 Fixed rate term loans 2011 - 2013 7,353 457 13,716 21,526

Under 1 year RM000 24,670 111 3,064 27,845 7,353 151 2,767 10,271

1-2 years RM000 173 3,216 3,389 111 3,372 3,483

2-5 years RM000 19 3,711 3,730 195 7,577 7,772

Over 5 years RM000 956 956 -

15.3

Finance lease liabilities Finance lease liabilities are payable as follows: Minimum lease payments Interest 2009 2009 RM000 RM000 Less than one year Between one and ve years 121 201 322 (10) (9) (19) Minimum lease payments 2008 RM000 168 325 493

Principal 2009 RM000 111 192 303

Interest 2008 RM000 (17) (19) (36)

Principal 2008 RM000 151 306 457

16. Provision for warranties Group 2009 2008 RM000 RM000 At 1 January Provision made during the year Provision used during the year At 31 December 168 168 (168) 168 168 168 (168) 168

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

Notes to the nancial statements

49

17. Payables and accruals Notes Trade payables Associates - trade - non-trade Other payables and deposits Amount due to a director - non-trade Amount due to subsidiary - non-trade Accrued expenses Group 2009 2008 RM000 RM000 3,472 438 5,456 127 2,106 11,599 17.1 Trade payables denominated in foreign currencies are as follows: Group 2009 2008 RM000 RM00 U.S. Dollar Singapore Dollar Japanese Yen Euro 610 121 112 843 17.2 17.3 237 189 155 71 652 3,510 48 423 1,913 127 2,120 8,141 Company 2009 2008 RM000 RM000 438 2,275 90 2,803 422 620 1,042

17.2 17.3 17.2 17.2

The non-trade amounts due to a director, subsidiary and associates are unsecured, interest free and repayable on demand. Included in other payables is a deposit of RM2,218,000 (2008 - RM518,000) received for the proposed disposal of the interest in an associate, Trinity Ventures Sdn. Bhd. The disposal was subsequently completed after the balance sheet date (see Note 33.3). Group 2009 2008 RM000 RM000 Company 2009 2008 RM000 RM000 13 495 508 508 (341) (629) (462) 718 718 718 (528) 190

18. Revenue

Revenue - sale of goods - servicing of machineries - commission - dividends - management fees Cost of sales Gross prot Other income Distribution costs Administration expenses Other operating expenses Results from operating activities

115,254 2,728 1,070 13 10 119,075 (96,069) 23,006 6,753 (3,472) (3,578) (3,781) 18,928

128,493 2,851 7,000 138,344 (108,194) 30,150 2,557 (5,058) (4,055) (3,514) 20,080

Notes to the nancial statements

50

19. Results from operating activities Group 2009 2008 RM000 RM000 Results from operating activities are arrived at after charging: Allowance for doubtful debts Amortisation of prepaid lease payments Auditors remuneration Statutory audit - current year Other services by auditors of the Company Other services by an afliate of auditors of the Company Bad debts written off Depreciation Impairment loss on investment in associate Provision of warranty Personnel expenses - Contribution to Employees Provident Fund - Wages, salaries and others Realised loss on foreign exchange Rental expense Unrealised loss on foreign exchange Write-down of inventories after crediting: Change in fair value of investment properties Gain on disposal of property, plant and equipment Gain on disposal of prepaid lease payments Gross dividends received from quoted shares Realised gain on foreign exchange Rental income Reversal of allowance for doubtful debts Unrealised gain on foreign exchange 3,947 14 976 13 799 50 168 852 45 478 190 13 2,284 381 85 4 24 6,148 168 953 14,953 135 216 51 1,461 1,955 357 85 4 22 8 6,223 168 1,060 16,930 261 936 20 4 6 559 20 4 6 Company 2009 2008 RM000 RM000

Notes to the nancial statements

51

20. Key management personnel compensation The key management personnel compensations are as follows: Group 2009 2008 RM000 RM000 Directors - Fees - Remuneration - Other short-term employee benets (including estimated monetary value of benets-in-kind) Other key management personnel: - Short-term employee benets 457 1,524 73 2,054 2,054 421 1,436 60 1,917 7 1,924 Company 2009 2008 RM000 RM000 167 167 167 131 131 131

Other key management personnel comprises persons other than the Directors of Group entities, having authority and responsibility for planning, directing and controlling the activities of the entity either directly or indirectly. 21. Interest expense Group 2009 2008 RM000 RM000 Interest payable on: Bank overdrafts Term loans Finance lease liabilities Trust receipts and bankers acceptances Others 728 16 240 32 1,016 1 865 20 719 1,605

Notes to the nancial statements

52

22. Tax expense Group 2009 2008 RM000 RM000 Current tax expense - current - under/(over) provision in prior years Total current tax Deferred tax expense - origination/reversal of temporary differences - under/(over) provision in prior years Total deferred tax Share of tax of equity accounted associates Total tax expense Reconciliation of effective tax expense Prot/(Loss) for the year Total tax expense Prot/(Loss) excluding tax Tax at Malaysian tax rate of 25% (2008 - 26%)* Effect of lower tax rate for certain subsidiaries and associates** Effect of change in tax rate Effect of temporary differences not recognised Non-deductible expenses Tax incentives Non-taxable income Others Under/(Over) provision in prior years Tax expense * 4,113 29 4,142 4,923 41 4,964 Company 2009 2008 RM000 RM000 117 (5) 112 162 (5) 157

(190) 506 316 4,458 68 4,526 14,161 4,526 18,687 4,672 460 732 (556) (1,308) (9) 535 4,526

(214) (65) (279) 4,685 69 4,754 14,459 4,754 19,213 4,995 (16) (179) 328 (339) (19) 8 (24) 4,754

112 112 (427) 112 (315) (79) 196 (5) 112

157 157 92 157 249 65 97 (5) 157

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

** With effect from year of assessment 2004, companies with paid-up capital of RM2.5 million and below at the beginning of the basis period for a year of assessment are subject to corporate tax at 20% on chargeable income up to RM500,000. In the Malaysian Budget 2009, it was announced that with effect from year of assessment 2009, the preferential tax rate entitlement for companies with paid-up capital of RM2.5 million and below will not apply if more than 50% of the paid-up capital in respect of ordinary shares of the company is directly or indirectly owned by a related company which has a paid-up ordinary share capital exceeding RM2.5 million.

Notes to the nancial statements

53

23. Earnings per ordinary share - Group Basic earnings per ordinary share The calculation of basic earnings per ordinary share at 31 December 2009 was based on the prot attributable to equityholders of the Company of RM13,464,000 (2008 - RM14,466,000) and the weighted average number of ordinary shares outstanding calculated as follows: 2009 2008 Issued ordinary shares at beginning of the year Effect of treasury shares held Weighted average number of ordinary shares 66,536,600 66,536,600 (854,282) (430,382) 65,682,318 66,106,218 sen Basic earnings per ordinary share 20.50 sen 21.88

Basic earnings per ordinary share is not diluted as there is no potential ordinary share in issue as at balance sheet date. 24. Dividends Dividends recognised in the current year by the Company are: Sen per share (net of tax) 2009 Final 2008 ordinary 2008 Final 2007 ordinary 7.5 7.4 Total amount RM000 Date of payment

4,924 28 July 2009 4,874 24 July 2008

Subsequent to the balance sheet date, the following dividend was proposed by the Directors. The dividend will be recognised in subsequent nancial report upon approval by the shareholders. Sen per share (net of tax) Final 2009 ordinary 25. Segmental reporting Segment information is presented in respect of the Groups business and geographical segments. The primary format, business segment, is based on Groups management and internal reporting structure. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise investments, related revenue, loans and borrowings and related expenses, corporate assets and head ofce expenses and tax assets and liabilities. Segment capital expenditure is the total cost incurred during the year to acquire property, plant and equipment. Inter-segment pricing is determined based on arms length terms. Business segments The Group comprises the following main business segments: Manufacturing Manufacturing of paper products and plastic products. Trading Property investment Geographical segments In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Segment assets are also based on the geographical location of assets. Selling, reconditioning and servicing of printing and printing related machines. Investment holdings and investment in industrial and commercial properties. 7.5 Total amount RM000 4,893

54

25. Segmental reporting (continued) Manufacturing 2009 2008 RM000 RM000 93,844 29 93,873 14,834 17,443 (599) 3,311 4,693 (674) 18,928 (1,016) 460 247 (4,458) 14,161 117,273 106,028 47,712 48,000 22,800 14,400 187,785 28,012 215,797 6,028 4,861 2,890 2,269 2,849 1,179 11,767 45,885 57,652 1,066 234 4,241 5,833 90 Malaysia 2009 2008 RM000 RM000 68,231 80,379 North America 2009 2008 RM000 RM000 15,829 19,713 1,000 210 2,949 5,905 200 1,218 95 174 315 168 1,371 955 95 4,028 318 736 52 3,947 52 Europe 2009 2008 RM000 RM000 20,583 26,615 Asia Pacic 2009 2008 RM000 RM000 14,432 11,637 2,284 381 3,947 4,415 6,148 168 1,461 101,755 25,714 36,589 717 917 (1,229) (917) 119,075 101,755 25,218 496 36,589 13 704 917 (1,229) (917) 119,075 138,344 138,344 20,080 (1,605) 425 244 (4,685) 14,459 168,428 23,747 192,175 8,309 32,320 40,629 1,955 357 6,977 6,223 936 Consolidated 2009 2008 RM000 RM000 119,075 138,344 Trading 2009 2008 RM000 RM000 Property investment/ investment holding 2009 2008 RM000 RM000 Eliminations 2009 2008 RM000 RM000 Group 2009 2008 RM000 RM000

Business segments Revenue from external customers Inter-segment revenue

Total segment revenue

Segment result

Interest expense Interest income Share of prot of equity accounted associates, net of tax Tax expense

Prot for the year

Notes to the nancial statements

Segment assets Unallocated assets

Segment liabilities Unallocated liabilities

Allowance for doubtful debts Amortisation of prepaid lease payments Change of fair value of investment properties Capital expenditure Depreciation Provision for warranty Write-down of inventories

Geographic segments by location of customers

Revenue from external customers

The Groups assets are located in Malaysia. Capital expenditure incurred was also in Malaysia. These could not be allocated to the geographical segments.

Notes to the nancial statements

55

26. Capital commitment Group 2009 2008 RM000 RM000 Plant and equipment Contracted but not provided for 27. Contingent liabilities - unsecured Group 2009 2008 RM000 RM000 Guarantee given to a nancial institution in respect of machine sales Corporate guarantee to banks in respect of banking facilities granted to subsidiaries Corporate guarantee to banks in respect of banking facilities granted to associate 28. Financial instruments Financial risk management objectives and policies Exposure to credit, foreign currency, liquidity and interest rate risks arises in the normal course of the Groups business. The Groups policies for managing each of these risks are summarised below. Credit risk Management has an established credit policy and the exposure to credit risk is monitored regularly. Credit evaluations are performed on customers requiring credit over a certain amount. The Group and the Company do not require collateral in respect of nancial assets. At balance sheet date, the ve (5) largest debtors account for 28% (2008 - 31%) of total receivables. Except for this, there were no signicant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of the receivables presented in the balance sheet. Interest rate risk The Groups exposure to this risk arises from deposits and borrowings with licensed banks. The deposits are placed with varying interest rates and maturity dates. Similarly, various nancial products are used to borrow and these include term loan, overdraft, nance lease liability and trade nancing so that the Group is not fully dependent on a single class of nancial product. The Group does not hedge its exposure arising from interest rate risk. Foreign currency risk The Group incurs foreign currency risk on sales and purchases that are denominated in currencies other than Ringgit Malaysia. The currencies giving rise to this risk are mainly U.S. Dollar, Euro, Great Britain Pound, Japanese Yen and Singapore Dollar. The Group manages this risk by selectively hedging, through forward currency contracts, its trade receivables and trade payables denominated in foreign currencies. Hedging contract entered into is based on judgement made by the Directors in relation to the signicance and future trend of the foreign currencies being exposed. Liquidity risk The Group monitors and maintains a level of cash and cash equivalents and bank facilities deemed adequate by management to nance the Groups operations and to mitigate the effects of uctuations in cash ows. 5,280 2,800 7,144 2,800 Company 2009 2008 RM000 RM000 117,538 2,800 117,538 2,800 2,600

56

28. Financial instruments (continued)

Effective interest rates and repricing analysis

In respect of interest-earning nancial assets and interest-bearing nancial liabilities, the following table indicates their effective interest rates at the balance sheet date and the periods in which they mature, or if earlier, reprice. Average effective More interest Less than 1-2 2-3 3-4 4-5 than 5 rates Total 1 year years years years years years % RM000 RM000 RM000 RM000 RM000 RM000 RM000 2009

Group 2.08 1.58 2.97 7.42 17,000 (303) (10,947) 17,000 (111) (3,064) (173) (3,216) (19) (3,711) (24,670) (24,670) (956) -

Floating rate instruments Trust receipts

Notes to the nancial statements

Fixed rate instruments Deposits with licensed banks Finance lease liabilities Fixed rate term loans

2008

Group 3.35 2.87 3.03 7.64 12,300 (457) (13,716) (7,353) (7,353) 12,300 (151) (2,767) (111) (3,372) (195) (3,536) (2,698) (1,343) -

Floating rate instruments Trust receipts

Fixed rate instruments Deposits with licensed banks Finance lease liabilities Fixed rate term loans

Company 3.00 7,000 7,000 -

Fixed rate instruments Deposit with a licensed bank

Notes to the nancial statements

57

28. Financial instruments (continued) Fair values Recognised nancial instruments At balance sheet date, the carrying amounts of receivables, payables and accruals, cash and cash equivalents and short term borrowings approximate fair values due to the relatively short term nature of these nancial instruments. The fair values of other nancial liabilities are as follows: 2009 Carrying amount RM000 303 10,947 2009 Fair value RM000 283 9,527 2008 Carrying amount RM000 457 13,716 2008 Fair value RM000 405 11,691

Group Finance lease liabilities Fixed rate term loans

The fair values of the xed rate term loan and nance lease liabilities have been determined by discounting the relevant cash ows using the current interest rates ranging from 3.5% to 6.5% (2008 - 3.5% to 6.5%) for similar instruments at the balance sheet date. Unrecognised nancial instruments The contracted nominal amount and fair value of nancial instruments not recognised in the balance sheet as at 31 December are: 2009 Nominal amount RM000 2009 Fair value RM000 2008 Nominal amount RM000 5,474 2008 Fair value RM000 2

Group Forward foreign exchange contracts

The fair value of forward foreign exchange has been determined by reference to market prices as at the balance sheet date. 29. Related parties For the purposes of these nancial statements, parties are considered to be related to the Group or the Company if the Group or the Company has the ability, directly or indirectly, to control the party or exercise signicant inuence over the party in making nancial and operating decisions, or vice versa, or where the Group or the Company and the party are subject to common control or common signicant inuence. Related parties may be individuals or other entities. The Group has a related party relationship with its subsidiaries (Note 30) and associates (Note 6), Directors and key management personnel. Key management personnel are dened as those persons having authority and responsibility for planning, directing and controlling the activities of the Group either directly or indirectly. The key management personnel includes all the Directors of the Group, and certain members of senior management of the Group. Signicant related party transactions of the Group and the Company, other than key management personnel compensation as disclosed in Note 20 to the nancial statements, are as follows:

Notes to the nancial statements

58

Note Subsidiaries Management fees receivable Associates Rental expense payable Sales Allowance for doubtful debts Discount given on machine sales Purchases Afliated company Sales With person connected to Director of a subsidiary, namely: Lee Mui Kien Purchase of motor vehicle

Transaction amount Group Company 2009 2008 2009 2008 RM000 RM000 RM000 RM000 1,953 2,000 92 (154) 270 2,914 1,000 1,200 (208) (485) (707) -

12

These transactions have been entered into in the normal course of business and have been established under negotiated terms. Note a In 2008, the spouse of Lee Mui Kien, a Director of a subsidiary, bought a motor vehicle from UPA Press Sdn. Bhd., a subsidiary of the Company.

Notes to the nancial statements

59

29. Related parties (continued) As of 31 December 2009, amounts owing by/(to) related parties are as follows: Doubtful Gross balance Allowance Net balance receivables outstanding for doubtful outstanding recognised for at debts at at the year ended 31 December 31 December 31 December 31 December RM000 RM000 RM000 RM000 Group 2009 Included in: Receivables and deposits Associate - trade - non-trade Payables and accruals Associate - non-trade Afliates - trade 2008 Included in: Receivables and deposits Associate - trade - non-trade Payables and accruals Associate - trade - non-trade Company 2009 Included in: Receivables and deposits Subsidiaries - non-trade Payables and accruals Associate - non-trade Subsidiaries - non-trade 2008 Included in: Receivables and deposits Subsidiaries - non-trade Payables and accruals Associate - non-trade

2,685 4,633 438 96

(1,000) (3,000) -

1,685 1,633 438 96

(1,000) (2,000) -

2,710 4,585

(2,000)

2,710 2,585

(1,000)

48 423

48 423

20,843 438 90

20,843 438 90

24,292 422

24,292 422

Notes to the nancial statements

60

30. Subsidiaries in the Group The principal activities of the subsidiaries in the Group, all of which are incorporated in Malaysia, and the interest of UPA Corporation Bhd. are as follows: Effective Name of company Principal activities ownership interest 2009 2008 % % UPA Press Sdn. Bhd. UPA Machinery Sdn. Bhd. Manufacturing of paper products Selling, reconditioning and servicing of printing and printing related machines Marketing of plastic products Manufacturing and trading of plastic products Trading of machines Property investment Investment holding and property investment Property investment Dormant 100 100 100 100

UPA Plastik Sdn. Bhd. Macro Plastic Sdn. Bhd. and its subsidiary: Macroplas Industries Co., Ltd.* Wangsa Seputih Sdn. Bhd. Sukiwa Corporation Sdn. Bhd. and its subsidiary: Danau Cekal Sdn. Bhd. UPA Products Sdn. Bhd. (Formerly known as UPA Overseas Sdn. Bhd.)

100 100 95 100 99 99 100

100 100 100 82 82 100

* Subsidiary incorporated in Thailand and audited by another rm of accountants. 31. Acquisition of minority interest On 18 July 2009, the Group acquired an additional 17.07% interest in Sukiwa Corporation Sdn. Bhd. (SCSB) for RM2,301,000 in cash, increasing its ownership from 82.04% to 99.11%. The carrying amount of SCSBs net assets in the consolidated nancial statements on the date of acquisition was RM2,215,000. The Group recognised a decrease in minority interest of RM2,215,000. 32. Signicant event during the year On 8 January 2009, Macro Plastic Sdn. Bhd., a wholly-owned subsidiary, subscribed for 495,000 ordinary shares of THB100 at par, representing 95% equity interest in Macroplas Industries Co., Ltd. (MICL), a company incorporated in Thailand for a total consideration of THB49.5 million payable in cash. The intended principal activity of MICL is trading of machines. 33. Events subsequent to balance sheet date 33.1 On 24 March 2010, a wholly-owned subsidiary of the Group, UPA Machinery Sdn. Bhd. increased its paid-up capital from RM5,000,000 to RM14,500,000 via issuance of RM9,500,000 ordinary shares of RM1 each at par by way of the capitalisation of amount owing to the Company. On 24 March 2010, a wholly-owned subsidiary of the Group, Macro Plastic Sdn. Bhd. increased its paid-up capital from RM2,300,000 to RM6,300,000 via issuance of RM4,000,000 ordinary shares of RM1 each at par for cash for working capital purposes. On 5 February 2010, the Group completed the disposal of 525,000 ordinary shares of RM1 each at par in Trinity Ventures Sdn. Bhd., representing the entire 35% equity interest in the associate for cash consideration of RM2,619,720.

33.2

33.3

Statement by Directors pursuant to

Section 169(15) of the Companies Act, 1965
61

In the opinion of the Directors, the nancial statements set out on pages 23 to 60 are drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the nancial position of the Group and of the Company as of 31 December 2009 and of their nancial performance and cash ows for the year then ended.

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

Chua Ngeun Lok

Kok Kam Moi

Kuala Lumpur, Date: 28 April 2010

Statutory declaration pursuant to

Section 169(16) of the Companies Act, 1965
62

I, Wong Kok Wah, the ofcer primarily responsible for the nancial management of UPA Corporation Bhd., do solemnly and sincerely declare that the nancial statements set out on pages 23 to 60 are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the abovenamed in Kuala Lumpur on 28 April 2010.

..... Wong Kok Wah

Before me:

Independent auditors report to the members of

UPA Corporation Bhd.
63

Report on the Financial Statements We have audited the nancial statements of UPA Corporation Bhd., which comprise the balance sheets as at 31 December 2009 of the Group and of the Company, and the income statements, statements of changes in equity and cash ow statements of the Group and of the Company for the year then ended, and a summary of signicant accounting policies and other explanatory notes, as set out on pages 23 to 60. Directors Responsibility for the Financial Statements The Directors of the Company are responsible for the preparation and fair presentation of these nancial statements in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of nancial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditors Responsibility Our responsibility is to express an opinion on these nancial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the nancial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the nancial statements. The procedures selected depend on our judgment, including the assessment of risks of material misstatement of the nancial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Companys preparation and fair presentation of the nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys 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 nancial statements. We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the nancial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the nancial position of the Group and of the Company as of 31 December 2009 and of their nancial performance and cash ows for the year then ended. Report on Other Legal and Regulatory Requirements In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following: a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act. b) We have considered the accounts and the auditors report of the subsidiary of which we have not acted as auditors, which is indicated in Note 30 to the nancial statements. c) We are satised that the accounts of the subsidiaries that have been consolidated with the Companys nancial statements are in form and content appropriate and proper for the purposes of the preparation of the nancial statements of the Group and we have received satisfactory information and explanations required by us for those purposes. d) The audit reports on the accounts of the subsidiaries did not contain any qualication or any adverse comment made under Section 174(3) of the Act. Other Matters This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

KPMG Firm Number: AF 0758 Chartered Accountants Petaling Jaya, Selangor Date: 28 April 2010

Chin Shoon Chong Approval Number: 2823/04/11(J) Chartered Accountant

Analysis Of Shareholdings
as at 6 May 2010
64

Authorised share capital Issued and fully paid up share capital Class of share Voting right

: : : :

RM 100,000,000 RM 66,536,600 Ordinary share of RM 1.00 each One voting right for each ordinary share

DISTRIBUTION OF SHAREHOLDERS AS AT 6 MAY 2010 Holdings Less than 100 100 to 1,000 1,001 to 10,000 10,001 to 100,000 100,001to less than 5% of the issued shares 5% and above of the issued shares Total 30 LARGEST SHAREHOLDERS AS AT 6 MAY 2010 Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 UPA Holdings Sdn Bhd Mastercraft Products Sdn Bhd EB Nominees (Tempatan) Sdn Bhd - Pledged securities account for Mohamed Zameel Bin Mohamed Hussain Kok Kam Moi CIMSEC Nominees (Tempatan) Sdn Bhd - Pledged securities account for Raja Nong Chik B. Raja Zainal Abidin Yeo Wee Thow @ Yeo Ngo Tee Chu Soong Tau Malaysia Nominees (Tempatan) Sendirian Berhad - Great Eastern Life Assurance (Malaysia) Berhad (LGF) Lee Seow Chang Malaysia Nominees (Tempatan) Sendirian Berhad - Great Eastern Life Assurance (Malaysia) Berhad (LPF) Abdul Aziz bin Mohd Zain Chu Kok Keng Citigroup Nominees (Tempatan) Sdn Bhd - Pledged securities account for Chua Ngeun Lok CIMSEC Nominees (Tempatan) Sdn Bhd - Pledged securities account for Chua Ngeun Lok Chang Ching Chau @ Tew King Chang K.L. Union Trading (Papers) Sdn Bhd Ng Seow Sing Quality Synthetics (M) Sdn Bhd Lee Mui Kien Chu Sheng Taur Lim Seng Heng Golden Circle Resources Sdn Bhd Mepro Holdings Berhad M.I.T. Nominees (Tempatan) Sdn Bhd - Pledged securities account for Mohamed Zameel Bin Mohamed Hussain Chua Ah Lak Ma Huak Huang Lee Hock Seng No. of share 33,979,241 2,576,030 1,480,500 961,310 654,500 645,750 640,000 466,600 463,234 423,600 420,000 420,000 420,000 399,039 362,000 360,800 350,000 350,000 349,690 342,450 333,983 322,000 306,700 300,000 280,600 259,446 257,564 % 51.07 3.87 2.23 1.44 0.98 0.97 0.96 0.70 0.70 0.64 0.63 0.63 0.63 0.60 0.54 0.54 0.53 0.53 0.53 0.51 0.50 0.48 0.46 0.45 0.42 0.39 0.39 No. of holders 315 204 2,001 237 53 1 2811 % 11.21 7.26 71.18 8.43 1.88 0.04 100.00 Total holdings 15,937 140,950 5,897,166 7,007,275 19,496,031 33,979,241 66,536,600 % 0.03 0.21 8.86 10.53 29.30 51.07 100.00

Analysis Of Shareholdings
65

28 Mrs Nafesah Raja Nong Chik Abidin 29 Yap San San 30 Ng Seow Sing SUBSTANTIAL SHAREHOLDER AS AT 6 MAY 2010 (as per Register of Substantial Shareholders) Name 1 2 3 4 5 UPA Holdings Sdn Bhd Kok Kam Moi Chua Ngeun Lok Chua Ngeun Seong Ma Huak Huang Direct 33,979,241 961,310 819,039* 350,080** 259,446

227,500 227,500 196,000

0.34 0.34 0.29

No. of ordinary shares held % Indirect 51.07 1.44 1.23 0.53 0.39 34,049,241# 35,060,121# 35,329,080# 35,289,396#

% 51.17 52.69 53.10 53.04

Note : *

representing 399,039 ordinary shares held under CIMSEC Nominees (Tempatan) Sdn Bhd and 420,000 ordinary shares held under Citigroup Nominees (Tempatan) Sdn Bhd ** including 182,080 ordinary shares held under Citigroup Nominees (Tempatan) Sdn Bhd # Deemed interested by virtue of Section 6A (4) and Section 122 A of the Companies Act, 1965

DIRECTORS SHAREHOLDINGS AS AT 6 MAY 2010 (as per Register of Directors Shareholdings) Name 1 2 3 4 5 6 Chua Ah Lak Kok Kam Moi Chua Ngeun Lok Chua Ngeun Seong Ma Huak Huang Yeo Wee Thow @ Yeo Ngo Tee No. of ordinary shares held Direct % Indirect 280,600 961,310 819,039* 350,080** 259,446 820,750 0.42 1.44 1.23 0.53 0.39 1.23 93,000## 34,049,241# 35,060,121# 35,329,080# 35,289,396# 896,000# % 0.14 51.17 52.69 53.10 53.04 1.35

Note : *

representing 399,039 ordinary shares held under CIMSEC Nominees (Tempatan) Sdn Bhd and 420,000 ordinary shares held under Citigroup Nominees (Tempatan) Sdn Bhd ** including 182,080 ordinary shares held under Citigroup Nominees (Tempatan) Sdn Bhd # Deemed interested by virtue of Section 6A (4) and Section 122 A of the Companies Act, 1965 ## Deemed interested by virtue of Section 122A of the Companies Act, 1965

Particulars Of Properties
at 31 December 2009
66
Proprietor Location Tenure (expiry of lease) Description of existing use Land Area Date of / built-up revaluation area (sq. /acquisition metres) Estimated Net Book Age of Value Building RM (years)

UPA Press Sdn Bhd

Lot 27678 Mukim Of Kuala Lumpur, Wilayah Persekutuan Lot 27678, Simpang Salak South Industrial Area, Batu 5 1/2, Jalan Sungai Besi, Kuala Lumpur. Building Factory and 3 storey -/7,000 ofce building Land on which a 10,049/factory and 3 storey ofce building was built 20-4-1996/- 36 2,076,344

Land

Leasehold 20-4-2071

20-4-1996/-

2,522,696

UPA Press Sdn Bhd

P No 19514 Mukim Of Petaling. .T. Wilayah Persekutuan 52, Jalan Mega Mandung, Batu 5, Jalan Kelang Lama, Kuala Lumpur. No. 12-1A Jalan 3/116B, Kuchai Enterpreneurs Park, Off Jalan Kuchai Lama, Kuala Lumpur. P No 3473 Mukim Of Petaling, .T. Selangor. Lot 3, Jalan 6/1, Seri Kembangan Industrial Estate, Seri Kembangan, Selangor Darul Ehsan. ( Building only ) HS (D) 62387 Lot 8228, Mukim Of Petaling, Daerah Kuala Lumpur, Wilayah Persekutuan. HS (D) 381 PT28156, Mukim Of Kuala Lumpur, Daerah Kuala Lumpur, Wilayah Persekutuan. P No 3473 Mukim Of Petaling, .T. Selangor. Lot 3, Jalan 6/1, Seri Kembangan Industrial Estate, Seri Kembangan, Selangor Darul Ehsan. ( Land Only )

Leasehold 3 storey shop-lot 11-11-2076 and ofce building

126/388

20-4-1996/- 31

636,778

UPA Press Sdn Bhd

Freehold

One unit of apartment for staff accommodation. Factory for reconditioning of machinery

-/87

20-4-1996/- 20

58,555

UPA Press Sdn Bhd

Leasehold 10-1-2089

-/9,000

20-4-1996/- 15

6,265,168

Ofce

-/1,486

20-4-1996/- 11 -/2005 40

1,083,667 8,718,167

UPA Press Sdn Bhd

Leasehold Land on which a 10,445/ 11-11-2065 2 storey factory and 8,500 ofce building was built Leasehold Factory and 2 storey 3,342/500 31-12-2065 ofce building

UPA Press Sdn Bhd

-/2005

16

5,618,274

Wangsa Seputih Sdn Bhd

Leasehold 10-1-2089

Land on which an ofce and a factory for reconditioning of machinery was built

16,214/-

20-4-1996/-

4,177,028

Sukiwa Lot 5811 Mukim Of Petaling, Corporation Selangor. Sdn Bhd Danau Cekal Sdn Bhd UPA Machinery Sdn Bhd Lot 5813 Mukim Of Petaling, Selangor.

Freehold

Vacant Land

30,882/-

30-04-2009/-

8,310,000

Freehold

Vacant Land

20,764/-

30-04-2009/-

5,587,000

HS (M) 13714 P No 3746 .T. Mukim Of Petaling, Selangor. Building

Leasehold 20-1-2089

Land on which a factory was built

10,302/-

12-12-2005/-

4,639,116

Factory

-/5,000

26-11-2008 2

4,052,189

Proxy Form
67

I/We.......................................................................NRIC No./Company No........................................................... of............................................................................................................................................................................ being (a) member(s) of UPA CORPORATION BHD.(384490-P), hereby appoint ............................................................................................................................................................................... of............................................................................................................................................................................ or failing whom THE CHAIRMAN OF THE MEETING as my/our proxy to vote for me/us on my/our behalf at the Fourteenth Annual General Meeting of the Company to be held at Hang Tuah Level II, Mines Wellness Hotel, Jalan Dulang, MINES Resort City, 43300 Seri Kembangan, Selangor Darul Ehsan on Friday, 25 June 2010 at 11.30 a.m. and at any adjournment thereof in respect of my/our shareholding in the manner indicated below:No. 1 2 3 4 5 6 7 8 Resolution Reports and Audited Financial Statements Declaration of First and Final Dividend Payment of Directors Fees Re-election of Mr. Chua Ngeun Seong as Director Re-election of Mr. Ma Huak Huang as Director Re-appointment of Auditors and authorising Directors to x their remuneration Authority pursuant to Section 132D of the Companies Act, 1965 Proposed Renewal of Share Buy-Back Authority For Against

(Please indicate with an X in the spaces provided whether you wish your votes to be cast for or against the resolutions. In the absence of specic directions, your proxy will vote or abstain from voting as he thinks t). No. of shares held

............................................................... Signature of Shareholder (If Corporation, this part should be executed under Seal) Dated this .......... day of .......................2010. Notes: 1. A member entitled to attend and vote at this Meeting is entitled to appoint a proxy to attend and to vote in his stead. A proxy may but need not be a member of the Company. 2. The instrument appointing a proxy shall be in writing signed by the appointor or his attorney duly authorised in writing, or if the appointor is a corporation, either under its common seal or signed by an ofcer or attorney duly authorised. 3. The instrument of a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certied copy thereof must be deposited at the Registered Ofce of the Company at No. 53A, Jalan SS21/1A, Damansara Utama, 47400 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight(48) hours before the time set for holding the meeting or at any adjournment thereof.

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